Procedure For Appointment of Company Secretary Under Companies Act 2013

Procedure-Appointment-Company-Secretary-companies-act-2013

Procedure For Appointment of Company Secretary Under Companies Act 2013


Since company secretary is one among the key managerial person, the procedure of appointment of company secretary would be similar to appointment of all other key managerial person.
As per Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every company having a paid-up share capital of Rupees five crore or more is required to have a whole time company secretary.
Only an individual, who is a Company Secretary within the meaning of clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 or who possesses the prescribed qualifications, can be appointed as secretary of the company. The Companies (Appointment and Qualification of Secretary Rules), 1988 contain the prescribed qualifications.
The following procedural steps should be taken for appointing a whole-time company secretary:
1.   Advertise the post, collect applications, hold interview, short list the individuals for the position, and finalise the terms of appointment.
2.   Convene a Board meeting after giving notice to all the directors of the company as per section 173 of the Act. At the board meeting, place the proposal of appointing Company Secretary with the details of the person finalized and pass a resolution appointing the company secretary and approving the terms and conditions of his appointment.
3.     File return of appointment of company secretary with the Registrar in Form DIR 12 within thirty days from the date of appointment (date of joining office) and Form MGT. 14 is also required to be filed along with such fee as specified in Companies (Registration of offices and Fees) Rules, 2014.
The particulars of Company Secretary, Income-tax PAN, Membership details (will be validated from ICSI records), residential details, date of appointment, e-mail ID of the person for communication purpose are required to be filled in the Form.
4.   A Company Secretary shall not hold office in more than one company except in its subsidiary company at the same time.
5.  Make entries in the Register of directors and key managerial personnel under Section 170 of the Act.
6.     Inform the Stock Exchange(s) where the company is listed.
7.   Since key managerial personnel are included in ‘related party’ as defined in section 2(76) of the Act, Please verify whether the company secretary so appointed involved in any related party transactions within the provisions of Section 188 of the Act. If yes, then comply with the requirements in this regard.
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