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Full time company secretary

Tuteja (29 Points)

14 January 2008

Hi guys,

i want to know for companies(listed and unlisted) when is it compulsary for them to employ Whole time company secretary?

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13 Replies

Late CA Sampat Jain (Chartered Accountant) (4772 Points)
Replied 14 January 2008

Appointment, etc., of whole-time secretary. 2. (1) Every company having a paid-up share capital of not less than rupees 2[two crores] shall have a whole-time secretary. (2) No person shall be appointed as whole-time secretary under sub-rule (1) unless he is a member of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980). (3) A company having a paid-up share capital of less than rupees 2[two crores] may appoint any individual as its whole-time secretary to perform the duties of a secretary under the Companies Act, 1956, and any other ministerial or administrative duties : Provided that no individual shall be eligible to be so appointed unless he possesses one or more of the qualifications specified in sub-rule (4) : 2a[Provided further that a company with its registered office and corporate office and works situated in towns with a population of less than one lakh in accordance with Census of India 2001 Report and having a paid-up share capital of rupees two crores or more but less than rupees five crores, may appoint any individual, who possess any one or more of the qualifications specified in clauses (i) to (x) of sub-rule (4) as its whole-time Secretary to perform the duties as such under the Companies Act, 1956 (1 of 1956) : Provided also that if a company having a paid-up share capital of rupees two crores or more but less than rupees five crores shifts either its Registered Office or Corporate Office or Works from towns with a population of less than one lakh in accordance with Census of India 2001 Report, it shall appoint a person as a whole-time Secretary under sub-rule (1).]

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(Guest)

Originally posted by :CA Sampat Jain

Appointment, etc., of whole-time secretary.

2. (1) Every company having a paid-up share capital of not less than rupees 2[two crores] shall have a whole-time secretary.

(2) No person shall be appointed as whole-time secretary under sub-rule (1) unless he is a member of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980).

(3) A company having a paid-up share capital of less than rupees 2[two crores] may appoint any individual as its whole-time secretary to perform the duties of a secretary under the Companies Act, 1956, and any other ministerial or administrative duties :

Provided that no individual shall be eligible to be so appointed unless he possesses one or more of the qualifications specified in sub-rule (4) :

2a[Provided further that a company with its registered office and corporate office and works situated in towns with a population of less than one lakh in accordance with Census of India 2001 Report and having a paid-up share capital of rupees two crores or more but less than rupees five crores, may appoint any individual, who possess any one or more of the qualifications specified in clauses (i) to (x) of sub-rule (4) as its whole-time Secretary to perform the duties as such under the Companies Act, 1956 (1 of 1956) :

Provided also that if a company having a paid-up share capital of rupees two crores or more but less than rupees five crores shifts either its Registered Office or Corporate Office or Works from towns with a population of less than one lakh in accordance with Census of India 2001 Report, it shall appoint a person as a whole-time Secretary under sub-rule (1).]

What would be the provisions for appointment of Company Secretary on deputation basis. Whether a person working as Asst. Company Secretary be deputed as Company Secretary in the Subsidiary Company.

whether Company Secretary in deputation will be termed as Full time Company Secertary ..

mohan (CA student) (30 Points)
Replied 10 June 2009

Can a whole-time company secretary of a comapny can hold office in any other designation in the same company or another company?

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 11 June 2009

No,

However, there are certain exceptions under which the Whole time company secretary can do part time work. But surely whole time designation can not be taken by him as well as CS job.

mohan (CA student) (30 Points)
Replied 11 June 2009

for eg: CFO of one company is being appointed as whole time company secretary for another company..

is this acceptable?

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shankaR (Manager-Legal) (55 Points)
Replied 11 June 2009

Hai,

I would need an assistance in drafting a Share holders agreement.

First party is a governement body, other party is a closely hely limited company, the minority share holder of 49%. minority company will hold the post of MD. Now, MD wants to control, run and manage the business of the company irrelevant to any change in political atmosphere of the first part. I need some clause wherein MD will get powers to run the company w/o any interference from the first part. FP does not invest in CASH. Kindly assist me, its urgent. thank you

shankaR

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 12 June 2009

Dear Mohan,

At the same time 2 whole time services can not be rendered by the Company Secretary. He must be in full time employment at only one Company.

However, Company Secretaries Act, 1980 is silent in relation to Company Secretary in whole time employment.

mohan (CA student) (30 Points)
Replied 13 June 2009

Thanks a lot Ankur..

Can i have any documentary proof to substantiate myself that a whole time company secretary cannot hold fulltime employment anywher else?

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 13 June 2009

Dear Mohan,

As i have already said that that the Company Secretaries Act, 1980 is silent on this matter. But you may go through the definitions of Compay secretary viz 2(45), 2(45A) and 383A of Companies Act and 2(1)( c ) of Company Secretaris Act, 1980 and its shcedules.

whole time means whole time. However, there are not any clearly restrictions, but you have to explain them accordingly.

abcde (student) (32 Points)
Replied 19 October 2009

Hello sir,

can i whats the present changes applicable for appointing a whole time company secretary by any company..... is the paid up share capital increased to Rs.5crore for appointing a whole time company secretary by any company............

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Vinod Kumar Asawa (ABC) (25 Points)
Replied 05 September 2012

What about a private limited company requirement of whole time secretary

ARUN KUMAR MAITRA (Practicing Company Secretary) (1016 Points)
Replied 25 January 2022

Can the Company Secretary of one of the JV Company be engaged on part time basis as an adviser of the said JV Company?He will get only ex-gratia and no monthly pay.

ARUN KUMAR MAITRA (Practicing Company Secretary) (1016 Points)
Replied 25 January 2022

Can the Company Secretary of one of the JV Company be engaged on part time basis as an adviser of the said JV Company?He will get only ex-gratia and no monthly pay.