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Appointment of CS

Anchal talwar (Company Secretary) (113 Points)

01 September 2010

Dear Members

A very good afternoon

Plz help.

Facts-

In a pvt.co., where there is no mandatory requirement to appoint Company secretary( as paid up is less than 5 crs), company appoints CS as Senior Manager-company affairs.now my question is that

1-F-66 needs to be filed or not????

2-Is f-32 needs to be filed??

i am confused over one thing-

since CS is appointed as manager than how can F-32 be filed?..company is asking CS to sign the balance sheet....

plz make me understand the concept ....

thanx in anticipation..

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10 Replies

Priti (Company Secretary) (96 Points)
Replied 02 September 2010

As per my knowledge, Form 32 needs to be filed. In point 7 of the said form it is said Manger or secretary, so in ur case it should be filed even if it is a pvt co.

And in regards to signing of the Balance Sheet the CS needs to sign it in d capacity of a CS and not manager, so if 1 signs d BS den filing of Form 32 automatically becomes mandatory otherwise the person is not authorised to sign the BS.

Form 66 need not be filed as the company has appointed a CS and Compliance Certificate is not necessary in this regard.

Other views are solicited.

Regards,

Priti

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vivek (CS) (751 Points)
Replied 02 September 2010

Upto my understanding:-

As your company has appointed a member of ICSI in capacity of Sr. Manager- Company Affairs. But if, his F32 as CS (irrespective of his designation)has been filed ith ROC, then you need not file F66. But now it should be treated as you don't have appointed any CS and you need to file F66. As far as the signing of BS is concerned, said Gentelman may sign the BS in addition to two directors of the company one of whom shall be a managing director where there is one. But not in capacity of CS (His signature will not be in compliance of Section 215 but this will be for the satisfaction of your Director and promoters only).

Regards,

Others views solicited.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 02 September 2010

If a person is appointed as a Company Secretary then only he is required to sign the Balance Sheet of the Company. Otherwise only being CS he is not required to sign the Balance Sheet.

Further, if the CS was appointed as Manager, then also form 32 is required to be filed.

Because form 32 relates with change in Director, Manager and Secretary.

However, in my opinion, in this case Compliance Certificate is also required to be filed. If the person was appointed as Company Secretary then there is no need of Compliance Certificate.

The person must be on such responsibility, if the CS is appinted as Manager, Taxation, he is not supposed to see the Secretarial Matters, therefore, not liable to sign the Balance Sheet. Only the professional degree not mandatorily assign the respective task to the respective person. He must also be on that designation.

Further, he may sign the Balance Sheet, but it would not be treated in compliance of Section 215.

1 Like

Poonam Bansal (Company Secretary) (359 Points)
Replied 02 September 2010

Mr Ankur is right, if the company has not appointed the person as a CS , compliance is also required to file.

Anchal talwar (Company Secretary) (113 Points)
Replied 07 September 2010

Dear members

Good evening.

Thanks you very much for your reply.I am of the same view......

Plz confirm that if the same person (designated as Senior Manager) is appointed as CS in pvt.co having paid up capital of more than 5 cr than f-32 has to be filed......

my confusion is whether to file F-32 for manager or secretary.

plz reply

thanks

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Ajay Mishra (Company Secretary) (74337 Points)
Replied 07 September 2010

Dear Friend

As you are saying that a member of ICSI is appointed as Senior Manager, if I am right?. In this situation there is no need to file any form with ROC. For example, such CS don’t want to be appointed as CS in company but want to appoint as senior manager, then you can not pressurized him to appoint as CS of the company because he is member of the ICSI.

In such situation, the company is required to file Form-66 with ROC.

Regards

CS Ajay Mishra

Ajay Mishra (Company Secretary) (74337 Points)
Replied 07 September 2010

Dear Friend

There is no matter whether the company is private limited or public limited, if the company have paid-up capital of Rs.5 crores, it must appoint a company secretary.

As per your question, you can appoint such senior manager as CS and can file Form-32 of such appointment to ROC. Senior Manager is not categorized under Form-32 so it is not any defined post under Companies Act, 1956.

Regards

CS Ajay Mishra

Anchal talwar (Company Secretary) (113 Points)
Replied 07 September 2010

Ajay ji

though that person was designated as senior manager-company affairs (designation as per the offer letter)

but now he is voluntary appointed as CS in one of the group company(as there is mandatory requirement to appoint CS in pvt.company)...f-32 needs to be filed for sure......but for what manager or secretary???

m confused over this....i have seen that in many companies person is appointed to some other position but by virtue of being CS ,he is appointed as CS in one company......

now can somebody help me plz.......

Anchal talwar (Company Secretary) (113 Points)
Replied 07 September 2010

thank you ajay ji

it means i have to file form -32 for appointment of secretary....right....

thanks for cleraing my doubt

regrds

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 07 September 2010

in simple language... just check the post in which the person is appointed..

If he is appointed as manager only then forget about his professional qualification.

About Appointment -

if appointed as manager then form32 for his appointment.... and CC from OTHER CS in PRACTICE & form66, if Company is having paid up capital of Rs.10 lakh to Rs. 5 crore, will be required..

If appointed as CS then also form32 is reqd for his appointment as Fulltime CS.. and CC not required.. so no form66 in this case..

About Signing of Annaul Return -

Annual Accounts must be signed by (a) manager or secretary; AND (b) 2 directors (one of whom shall be MD, if there is one)