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Appointment of Company secretary

Somaas Kandan (CA Final) (385 Points)

03 December 2010

When should a Company Secretary be appointed for a Private ltd Co? And What will be consequences if a he is not appointed?

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5 Replies

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 04 December 2010

Read section 383A.

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Ajay Mishra (Company Secretary) (74337 Points)
Replied 04 December 2010

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




				CS Ajay Mishra

1 Like

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 04 December 2010

Every company having paidup capital of Rs. 5 Cr. more is required to appoint a Whole Time Company Secretary.

Every company having paid up capital of Rs. 2 Cr. or more may appoint Company Secretary.

(if CS is not appointed Compliance Certificate required ot be obtained)

Every Company having paid up capital of Rs. 10 Lacs or more but less than Rs. 5 Cr. Shall obtain Compliance Certificate from PCS provided that if such company has appinted Whole Time Company Secretary then Compliance Certificate is not required in this case also.