03 February 2012
Yes a compliance officer can be a director.
The regulations contained in Table A of Schedule I come into operation in case of companies limited by shares to the extent these are not excluded or modified by the Articles of these companies.
Regulation 82 of Table A provides that subject to the provisions of the Act,—
(1) A manager or secretary may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any manager or secretary so appointed may be removed by the Board;
(2) A director may be appointed as a manager or secretary.
03 February 2012
Dear Jitendra Ji..It will be 2 i think.
According to regulation 82(2) of Table A, a director may be appointed as manager or secretary However, this regulation is “Subject to the provisions of the Act.” Thus the power conferred on the Board by this regulation has to be exercised subject to the sub-section (1). Accordingly, a director may be appointed as secretary provided, however, that where the Board of directors of a company having the paid-up share capital prescribed for the purposes of section 383A, comprises only two directors, neither of them shall be appointed as the secretary.
"383A. Certain companies to have secretaries.—(1) Every company having such paid-up share capital as may be prescribed shall have a whole-time secretary and where the Board of directors of any such company comprises only two directors, neither of them shall be the secretary of the company.
Here the word used is "Every Company" therefore it seems that it is applicable to both private and public companies.
Please correct me if i am wrong or brief us in case there is an update or any other provision which supports your reply.
Regards
Guest
Guest
(Expert)
04 February 2012
Sanjay Jee,
I am reproducing below text from COMPANY LAW READY RECKONER 10th Edition (July 2011) :
3. Appointment of a director as secretary Where the Board of directors of any company having a paid up capital of Rupees Five Crores or more consisting of only two directors, neither of them shall be appointed as a secretary of the company.
However, if a private company has more than two directors and a public company which has more than three directors on the Board, one of them can act as a secretary subject to the possession by him the prescribed qualifications under the Companies (Appointment and Qualification of Secretary) Rules, 1988 and subject to the compliance of the provisions of section 314 of the Companies Act, 1956.
04 February 2012
Ok. Neha Jee. But from where this reference is taken by CLRR. I mean, i can not see any provision in "Companies (Appointment and Qualifications of Secretary) Rules, 1988" to this effect, where as sub section (1) of Section 383A is clarifying as stated above. Even in above text of CLRR same is given, in fact two different statements.
Under the circumstances which one needs to be adhered too. Please Comment.
Guest
Guest
(Expert)
04 February 2012
Pls give me ur email id. I will mail it over to you.
06 February 2012
A secretary can be appointed as Director (and Vice Versa). If there are two directors , neither of them shall be Director. In your case compliance officer can be appointed as a Director.
07 February 2012
Appointment of compliance officer according to Clause 47(a) of Listing Agreement:
Clause 47(a) provides that the company is under an obligation to appoint the Company Secretary to act as Compliance Officer who will be responsible for monitoring the share transfer process and report to the company's Board in each meeting. The compliance officer will directly liaise with the authorities such as SEBI, Stock Exchanges, Registrar of Companies, etc., and investors with respect to implementation of various clauses, rules, regulations and other directives of such authorities and investor service and complaints of related matter.
The whole-time company secretary shall be a member of the Institute of Company Secretaries of India.(For Companies with paid up capital of Rs 5 crore or more)
So if your Company is listed and have a whole time company secretary he has to be the compliance officer as per requirement of the Clause 47(a) of listing agreement.
So we can say that Compliance Officer must be a member of ICSI.
In any case i think you can appoint him as a director by following the provision of Sec 383A(1).