Appointment of Company Secretary as Director of Public Co.

This query is : Resolved

Guest

Guest (Querist)

22 February 2010 Whether a company secretary in employment of a listed public limited company drawing salary of Rs. 40,000/- per month can be appointed as Director in that company ?

Esteemed experts are requested to reply to the query substitiating relevant circular/ clarification/ case law.

With Regards,

Neha Jain
nehajaincs@gmail.com

Ankur Garg

Ankur Garg (Expert)
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22 February 2010 Yes.

A company secretary may be appointed as a director. But by virtue of explanation to section 269 such appointment would be equal to appointment of WTD and compliance with section 269 is mandatory.

But by virtue of a DCA clarification in this regard if you appoint CS as director then no need to comply section 269 irrespective of its applicability provided substantial powers of management are not given to such CS on appointment as a director.

So by passing a board resolution you may appoint CS as director.

Regards

Guest

Guest (Querist)

23 February 2010 Thanks ankur sir for your reply.

But i m little confused regarding one point. I am not clear as to whether a person can become director of a company and simultaneously act as whole time CS in the same company.

To put into simple words:

There is a company ABC Limited. There are 3 directors of that company i.e. A, B and C. Mr. D is company Secretay of ABC Limited. Now my query is Whether D can be appointed as director of the company and can also act as whole time CS simultaneously.

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Ankur Garg

Ankur Garg (Expert)
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23 February 2010 No need to worry.

When DCA through their circular allow the appointment of CS as director that means there would be no objection to MCA regarding simultaneously working of CS as director.

REgards

Ankur Garg

Ankur Garg (Expert)
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23 February 2010 To conclude he can work in both capacity. But do not give him substantial powers other wise you have to comply with all the provisions of section 269 regarding appointment of WTD.