Article explains Who is a Company Secretary, Who is required to have company Secretary/ KMP, Time Period for such appointment of Company Secretary, Process for appointment of company secretary, Roles and Responsibilities of Company Secretary, Core Duties of the Company Secretary, Appointment of Company Secretary – Offence & Penalty: Section 203(5) and also provides Draft Format of Board resolution: Appointment of Company Secretary.
The Appointment of Company Secretary (CS) has been made mandatory under the Companies Act, 2013 for a few class of the company like listed companies or company having paid-up capital more than the 5 Crore.
A company secretary is a principally an employee even though he holds very high rank. He / She may be the Chief Executive and then his position is near to those of the directors. In reality, he is the only employee who has advisory powers. CS advice is pursued in carrying out general administration and in the decision-making process at the time of framing policies of the company. He is consulted to determine the lawful suggestions of policy decisions. Therefore, he/ she is the only outsider who is present at the Board meetings.
Company Secretary is the person who is a member of the (ICSI) Institute of Company Secretary of India appointed by the company to perform the functions of the Company Secretary.
All listed company and all other company having paid-up share capital of Rs. 5 crore or more shall have whole-time key managerial personnel and shall have following whole-time key managerial personnel namely—
The Companies Act, 2013 does not provide the period wherein the Company has to designate Company Secretary as (KMP) key managerial personnel. But it is advisable to appoint a Company Secretary as KMP in the first board meeting which is to be conducted after applicability of such a provision.
The three main areas, a Company Secretary, has the role to play viz. to the Board, to the Company, and to the Shareholder.
If a company contravenes the provisions relating to appointment of whole-time KMP (which includes company secretary), the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every director and key managerial personnel of the company who is in default shall also be punishable with fine which may extend to one thousand rupees for every day after the first during which the contravention continues.
“RESOLVED THAT pursuant to provisions of section 203 of Companies act 2013 and Rule 8 and Rule 8A of Companies appointment and remuneration of Managerial Personnel Rules 2014), CS ABC, Company Secretary (ACS/ FCS no …………..) be and is hereby appointed as the whole time Company Secretary of the company with effect from (date) on such terms and conditions as decided and agreed by and between the Board and Company Secretary.
FURTHER RESOLVED THAT Mrs XYX director of the Company be and is hereby authorised to file necessary e-forms and documents with Registrar of the Company and to do all other such acts, deeds and things which are necessary to give effect to above resolution.”