Appointment of company secretary

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This query is : Resolved

CA. Srinath C (Querist)

07 August 2014 As It is mandatory to appoint company secretary for a private limited co which has 5 crores paid up capital.
But is there any alternative for avoiding penalty when Company secretary is not appointed.

Thanks
Srinath

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)

07 August 2014 Yes it is mandatory to appoint Company Secretaries for Private Limited Company having paid up Share capital of Rs 5 crore or more.

As per Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following class of Companies, namely

# Every listed company, and
# Every other public company having paid up share capital of Rs. 10 Crores or more shall have the following whole-time key managerial personnel,—
(i) Managing Director, or Chief Executive Officer or manager and in their absence, a whole-time director;
(ii) Company secretary; and
(iii) Chief Financial Officer
Further, as per recently notified Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a company other than a company which is required to appoint a whole time key managerial personnel as discussed above and which is having paid up share capital of Rs. 5 Crores or more shall have a whole time Company Secretary.

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)

07 August 2014 No way you can avoid penalty.

PENALTY FOR CONTRAVENTION

On Company - Fine which shall not be less than Rs. 1,00,000/- but which may extend to Rs. 5,00,000/-.

On every director and key managerial personnel of the company who is in default - Fine which may extend to Rs. 50,000/- and where the contravention is a continuing one, with a further fine which may extend to Rs. 1,000/- for every day after the first during which the contravention continues.

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