WHO IS A COMPANY SECRETARY?
As per Section 2(24) of The Companies Act 2013, ‘company secretary’ or ‘secretary’ means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980, who is appointed by a company to perform the functions of a company secretary under this Act
WHO CAN APPOINT CS?
As per Section 203 of The Companies Act 2013,
Every listed company and every other companies having paid up share capital of rupees 10 crores or more shall have a whole time company secretary in their board.
However as per the recent amendment in Rule 8A of Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 –
8A Appointment of Company Secretaries in Companies Not Covered Under Rule 8
Every private company which has a paid up share capital of ten crore rupees or more shall have a whole -time company secretary.
As per the directions given by RBI,
Every bank whether listed or otherwise shall mandatorily appoint a company secretary in their board.
PROCESS OF APPOINTMENT OF COMPANY SECRETARY,
- After giving proper notice, a board meeting should be conducted where necessary resolutions is passed for the appointment of company secretary.
- The person appointed as company secretary should give a written consent to act as same.
- After the meeting, an appointment letter should be given to the company secretary so appointed.
- The company should file Form DIR 12(necessary documents to be attached) with ROC within 30 days of the appointment.
- Also inform the stock exchange within 30 minutes of the conclusion of the meeting.
DUTIES OF COMPANY SECRETARY
The duties of Company Secretary are as follows:-
- to provide necessary guidance to the directors of the company with regard to their duties, responsibilities and powers;
- to facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings;
- to obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act;
- to assist the Board in the conduct of the affairs of the company and in ensuring good corporate governance.
- such other duties as may be assigned by the Board from time to time.
OFFENCES & PENALTIES as per Section 203 of The Companies Act 2013,
If any company makes any default, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.
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within how many days does a private company have to appoint CS once it hits the limit?
Hi, if any company not appointed Cs is CFO of that company liable and considered as officer in default though his duty is not related to appointment of any one. And what if CFO appointment is fake and his signature are forged.
Hi,
For a Pvt. ltd. company with paid up share capital of Rs. 10 crore or more would be required to have a full time CS. For one of the co. the CS resgined in month of May’20 and as off today there is no appointment made (considering the covid situation). So is there any remedy available for signing of FS of FY 19-20 as presently there is on CS but there is a CS firm available.
Yes, both Company as well as Directors and KMP have to bear penalty to not appointing CS on time.