The Institute of Company Secretaries of India (ICSI) has represented to the Ministry of Corporate Affairs (MCA) seeking strict enforcement of Section 203 of the Companies Act, 2013, read with Rules 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which mandate the appointment of a Whole-time Company Secretary (CS) by every listed company and specified public companies meeting the prescribed paid-up share capital threshold. ICSI highlighted that several companies, including Government Companies and Public Sector Undertakings (PSUs), particularly in the Union Territory of Jammu & Kashmir, have allegedly failed to appoint Whole-time Company Secretaries or have engaged Company Secretaries merely on a contractual basis, contrary to the spirit of the law. The Institute emphasized that such non-compliance weakens corporate governance, transparency, accountability, and regulatory compliance. It urged the MCA to advise all eligible companies to ensure full statutory compliance and offered professional and technical assistance to facilitate implementation.
THE INSTITUTE OF
Company Secretaries of India
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of Parliament
(Under the jurisdiction of Ministry of Corporate Affairs)
OS Pawan G. Chandak
PRESIDENT
G&CL: MCA: JUN:01/2026
Ms. Deepti Gaur Mukerjee
Secretary
Ministry of Corporate Affairs
C.2overnment of India
New Delhi
June 19, 2026
Respected Madam,
Subject: Representation regarding ensuring compliance with the provisions relating to appointment of Whole-time Company Secretaries by eligible companies
Greetings from the Institute of Company Secretaries of India!
Section 203 of the Companies Act, 2013 read with Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, requires every listed company and every other public company having a paid-up share capital of len crore rupees or more shall appoint Company Secretary whole-time key managerial personnel.
Issue:
It has been observed that a number of companies, including Government Companies/Public Sector Undertakings (PSUs), which appear to have crossed the prescribed threshold under the Companies Act, 2013, have not appointed a Whole-time Company Secretary as required under the law.
In light of aforesaid, the Institute of Company Secretaries of India (ICSI) have received communication regarding non-compliance with the statutory requirement of appointment of Whole-time Company Secretaries by few companies registered in the Union Territory of Jammu & Kashmir such as Jammu and Kashmir Industries Limited, Jammu and Kashmir Cements Limited, Jammu & Kashmir State Cable Car Corporation Limited, Jammu and Kashmir State Womens’ Development Corporation Limited.
Further, it is noticed that such PSUs appoint the Company Secretary on contract basis, which is not the compliance with the provisions of law in true letter & spirit.
The appointment of a Whole-time Company Secretary is a significant governance requirement envisaged under the Companies Act, 2013.
ICSI Submission
In view of the above, we request to kindly consider advising the companies which are required to appoint Company Secretary under the provisions of Section 203 of the Companies Act, 201 3 read with the applicable Rules to ensure compliance with the provisions in letter & spirit & definitely not as contractual basis.
Justification
Non-compliance with the provisions relating to appointment of a Whole-time Company Secretary not only amounts to a violation of the statutory requirements under the Companies Act, 201 3 but also weakens the governance architecture of companies, particularly Government Companies and Public Sector Undertakings, which are expected to maintain the highest standards of transparency, accountability and regulatory compliance.
Considering the Government’s continued emphasis on good governance, ease of doing business and robust compliance mechanisms, ensuring adherence to the provisions relating to appointment of Whole-time Company Secretaries would significantly contribute towards strengthening the corporate governance ecosystem.
In this regard, ICSI would be pleased to extend all necessary professional and technical assistance, including facilitating interactions with eligible companies and providing guidance on the statutory framework governing the appointment and role of Company Secretaries.
We shall be happy to provide any further information or clarification that may be desired in this regard.
Thanking you Yours faithfully
