Appointment of company secretary
This query is : Resolved
02 December 2013
Dear Sir,
We are a private limited company incorporated on 30th Nov 2012 and we are about to conduct our first AGM and e-filing. Still now we dont have any income through our business. We are only four members and in that 2 are directors. We have not appointed CS. We are about to appoint a Auditor for submission of docs. Is appointing a CS is mandatory for AGM and e-filing? If yes how to do it affordabley in our case and if no what is the procedure ?
We are a private limited company incorporated on 30th Nov 2012 and we are about to conduct our first AGM and e-filing. Still now we dont have any income through our business. We are only four members and in that 2 are directors. We have not appointed CS. We are about to appoint a Auditor for submission of docs. Is appointing a CS is mandatory for AGM and e-filing? If yes how to do it affordabley in our case and if no what is the procedure ?
02 December 2013
APPOINTMENT OF COMPANY SECRETARY
(Section 383A & Companies (Appointment and Qualifications of Secretary) Rules, 1988)
1 Every company having paid-up share capital of not less than Rs. 5 Crores shall have whole time secretary [Rule 2(1)].
2 Where the paid up share capital is increased to Rs. 5 Crores or more, the Company shall appoint whole time secretary within a period of 1 year from the date of such increase [Proviso to Rule 2(4)].
3 A company having a paid up share capital of less than Rs. 2 Crores may appoint any individual, possessing qualification specified in Rule 2(4), as its whole time secretary to perform duties of secretary, and any other ministerial or administrative duties [Rule 2(3)].
4 A company having a paid up share capital of Rs. 2 Crores or more but less than Rs. 5 Crores may appoint any individual who is member of ICSI, as a whole time secretary [Rule 2(3A)].
5 A company having paid up capital of Rs. 10 lakhs or more but less than Rs. 5 Crores shall obtain Compliance Certificate from PCS provided if such company has appointed Whole Time Secretary who is member of ICSI then compliance certificate is not required to be obtained.
6 Where the BOD comprises only two directors, neither of them shall be secretary of the Company.
Summarized
Paid up Capital Appointment of CS Any Individual / Member of ICSI Compliance Certificate
Rs. 5 Crores or more Compulsory Only Member of ICSI N.A.
Rs. 10 Lakhs or more to Rs. 2 Crores Voluntarily Either of Above Not required if CS is member of ICSI
Rs. 2 Crores or more to Rs. 5 Crores Voluntarily Member of ICSI Not required if appointment is made
So in your case no need to appoint CS.
(Section 383A & Companies (Appointment and Qualifications of Secretary) Rules, 1988)
1 Every company having paid-up share capital of not less than Rs. 5 Crores shall have whole time secretary [Rule 2(1)].
2 Where the paid up share capital is increased to Rs. 5 Crores or more, the Company shall appoint whole time secretary within a period of 1 year from the date of such increase [Proviso to Rule 2(4)].
3 A company having a paid up share capital of less than Rs. 2 Crores may appoint any individual, possessing qualification specified in Rule 2(4), as its whole time secretary to perform duties of secretary, and any other ministerial or administrative duties [Rule 2(3)].
4 A company having a paid up share capital of Rs. 2 Crores or more but less than Rs. 5 Crores may appoint any individual who is member of ICSI, as a whole time secretary [Rule 2(3A)].
5 A company having paid up capital of Rs. 10 lakhs or more but less than Rs. 5 Crores shall obtain Compliance Certificate from PCS provided if such company has appointed Whole Time Secretary who is member of ICSI then compliance certificate is not required to be obtained.
6 Where the BOD comprises only two directors, neither of them shall be secretary of the Company.
Summarized
Paid up Capital Appointment of CS Any Individual / Member of ICSI Compliance Certificate
Rs. 5 Crores or more Compulsory Only Member of ICSI N.A.
Rs. 10 Lakhs or more to Rs. 2 Crores Voluntarily Either of Above Not required if CS is member of ICSI
Rs. 2 Crores or more to Rs. 5 Crores Voluntarily Member of ICSI Not required if appointment is made
So in your case no need to appoint CS.
02 December 2013
Procedure to file Form 23B (Appointment of First Auditor)
1. The company will call Board Meeting to appoint an statutory auditor at Board Meeting within one month from the date of incorporation of company.
2. Send letter of appointment to auditor within seven days from the appointment.
3. The auditor give letter of acceptance as auditor to the company.
4. The auditor also intimate ROC in Form 23B within 30 days from the date of acceptance of letter of appointment.
5. Form 23B can be download from www.mca.gov.in
6. Letter of appointment will be attached with Form 23b.
7. The SRN no will be generated with fee.
Procedure to file Form 23B (Appointment of First Auditor)
1. The company will call Board Meeting to appoint an statutory auditor at Board Meeting within one month from the date of incorporation of company.
2. Send letter of appointment to auditor within seven days from the appointment.
3. The auditor give letter of acceptance as auditor to the company.
4. The auditor also intimate ROC in Form 23B within 30 days from the date of acceptance of letter of appointment.
5. Form 23B can be download from www.mca.gov.in
6. Letter of appointment will be attached with Form 23b.
7. The SRN no will be generated with fee.
02 December 2013
Thanks. When a queried my local auditor. He told a company secretary in practice should sign our docs while filing. Is that true?
03 December 2013
Hello Pls somebody help me out of this. We are about to file our docs to ROC and IT. In any way do we require the role of a company secretary in the process. Pls refer my first query for our company information. Thanks in advance.
03 December 2013
If he is not your statutory auditor then he can file by using DSC of PCS for filing to ROC.
03 December 2013
Still the point not clear. In all the filing E-forms who will certificate the forms. In our case we have all necessary statements in hand and the auditor will give us the report. For filing process i want to know who will certificate the forms.
03 December 2013
In the last page of every forms the details is given who will file the forms.So try to check such forms.
03 December 2013
To be more precise. In the form 20B the last heading is Certificate. It states as follows:
It is hereby certified that I have verified the above particulars (including attachment(s)) from the records of______
and found them to be true and correct. I further certify that all required attachment(s) have been completely
attached to this form.
Chartered accountant (in whole-time practice) or Cost accountant (in whole-time practice) or
Company secretary (in whole-time practice)
Whether associate or fellow Associate Fellow
Membership number or certificate of practice number____ (along with DSC).
I want to know who has to fill this?
It is hereby certified that I have verified the above particulars (including attachment(s)) from the records of______
and found them to be true and correct. I further certify that all required attachment(s) have been completely
attached to this form.
Chartered accountant (in whole-time practice) or Cost accountant (in whole-time practice) or
Company secretary (in whole-time practice)
Whether associate or fellow Associate Fellow
Membership number or certificate of practice number____ (along with DSC).
I want to know who has to fill this?
03 December 2013
In that column you can choose any profession who are going to sign this form with their DSC.
It can be any one, your PCS will also sign such form.
It can be any one, your PCS will also sign such form.
03 December 2013
Then it mandatory to have a PCS for every pvt ltd. correct?
03 December 2013
No, you can have PCA or PCMA who has DSC and company can take service of him for filing ROC purpose if you don't want PCS for it.
05 December 2013
Thanks for the help. Its really useful.
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