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Resident director as company secretary

diksha shetty (22 Points)

30 March 2018

can a foreign company appoint a indian resident person as company secretary and director for indian company

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8 Replies

CS M Pota (Company Secreatary) (3186 Points)
Replied 30 March 2018

Yes, can be appointed as Company Secretary as well as Director but, the person will be treated as a Whole Time Directo and Company Secretary.

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CS Smreti (cs) (641 Points)
Replied 30 March 2018

As per FAQs issued by icsi
In pursuance to section 203, prescribed class of companies 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
Here, the term used is ‘whole-time’ and therefore, three different individuals are
required to hold these three key positions.
Further, as per Regulation 78 of Table F, ‘a provision of the Act or these regulations
requiring or authorising a thing to be done by or to a director and chief executive
officer, manager, company secretary or chief financial officer shall not be satisfied
by its being done by or to the same person acting both as director and as, or in place
of, chief executive officer, manager, company secretary or chief financial officer’.

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diksha shetty (22 Points)
Replied 08 April 2018

thank u sir,
Bt if a person appointed as director and cs then in wat position he will sign the document if in balance sheet both director and cs sign is required

CS M Pota (Company Secreatary) (3186 Points)
Replied 09 April 2018

Mam, He will sign as Whole Time Director and Company Secretary or if he is designated as Executive Director in such case he will sign as Executive Director and Company Secretary.

diksha shetty (22 Points)
Replied 13 April 2018

bt howcum one person can authenticate for two post in same document??

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CS M Pota (Company Secreatary) (3186 Points)
Replied 30 April 2018

Dear Mam,

Is there any restriction in the Companies Act 2013 and Rules for holding of Two Post at a Time by Same person? Do you know there is a requirement for appointmant of Ocupire in the Factories Act 1948 ? Section 2(n) The Factories Act says

in the case of a company, any one of the directors shall be deemed to be the occupier;

Which means a Comapny needs to appoint any one Director as an Ocupire under the Factories Act. The person so appointed will hold two post one is Director under the Companies Act and other is of Ocupire under the FActories Act.

Madhu Sudhan (57 Points)
Replied 29 August 2018

with reference to the above queries
I have a doubt in appointment of a company secretary as well as in a position of director

how can a person been the position of whole time director as well as full time Secretary

in the Act they specifically say that they should have 3 key managerial person so when a person appointed as the director as per clause 1, then how can he be a company secretary as per clause 3.

kindly let me know

CS M Pota (Company Secreatary) (3186 Points)
Replied 30 August 2018

Many Companies appoints single person holding two whole time position you may refe Annual Report you may come to know.In the Copmapies Act 2013 it is written that 3 KMP are required but it is not written in the Act that asingle person can not hold two wholetime post at the same time.