Every Listed Company and every other Public Company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. [Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
Every private company which has a paid up share capital of ten crore rupees or more shall have a whole -time company secretary. [8A Appointment of Company Secretaries in Companies]
Key Managerial Personnel in relation to a Company means
- Chief Executive Officer or the Managing Director or the Manager
- The Company Secretary (CS)
- The Whole-time Director
- The Chief Financial Officer
- Such other officer, not more than one level below the directors who is in whole-time employment, designated as Key Managerial Personnel by the Board
- Such other officer as may be prescribed. [Section 2(51)]
- Company Secretary shall be appointed by means of a resolution of the Board containing the terms and conditions of the appointment including the remuneration.
- A Company Secretary shall not hold office in more than one company except in its subsidiary company at the same time. If he is holding office in more than one company at the same time on the date of commencement of this Act, shall, within a period of six months from such commencement, choose one company, in which he wishes to continue to hold the office.
Following Procedure is to be followed
- Meeting of Nomination and Remuneration Committee
Where a Company is required to constitute a Nomination and Remuneration Committee under section 178, shall receive a recommendation from the committee for the appointment and remuneration of the Whole-Time Company Secretary. [For convening meeting of Nomination and Remuneration Committee, Refer the Procedure for Conducting Nomination and Remuneration Committee Meeting].
- Obtain recommendations from the Audit Committee
Where a Company is required to constitute an Audit Committee under section 177, shall receive a recommendation from the committee for the appointment and remuneration of the Whole-Time Company Secretary. [For convening meeting of Audit Committee, Refer the Procedure for Conducting Audit Committee Meeting].
- Convene a Meeting of Board of Directors [As per Section 173 & Secretarial Standard-1 (SS-1)]
- Issue Notice of Board Meeting to all the Directors of Company at their addresses registered with the Company, at least 7 days before the date of Board Meeting. A shorter notice can be issued in case of urgent business.
- Attach Agenda, Notes to Agenda and Draft Resolution with the Notice.
- Hold a meeting of Board of Directors and pass a Board Resolution
- to approve the appointment of Whole-Time Company Secretary on the recommendation of the Nomination and Remuneration Committee and Audit Committee, where Company is required to constitute such Committees.
- to authorize Chief Financial Officer or any Director of the Company to file the requisite Form and Return with ROC.
- Issue Appointment letter to the newly appointed Whole-Time Company Secretary.
Listed Company shall submit the disclosure of such appointment to the Stock Exchange as soon as reasonably possible and but not later than the following:
- thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken
- twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity
- twenty four hours from the occurrence of the event or information, in case the event or information is not emanating from within the listed entity, from the end of the Board Meeting and update the same on the website of the company within 2 working days. [Regulation 30 & 46(3) of the SEBI (LODR) Regulations, 2015]
- Prepare and Circulate Draft Minutes within 15 days from the conclusion of the Board Meeting, by Hand/Speed Post/Registered Post/Courier/E-mail to all the Directors for their comments. [Refer the Procedure for Preparation and Signing of Minutes of Board Meeting]
- File Form MGT-14 with ROC
Every Listed Company and every other Public Company shall file a copy of Board Resolution with the ROC in form MGT-14 within 30 days of passing of such resolution.
- File Form DIR-12 with ROC
Company shall file the particulars of appointment of Whole-Time Company Secretary to ROC in Form DIR-12 within 30 days of such appointment along with the following documents
- Certified true copy of the Board Resolution
- Letter of Appointment
- Any other relevant document
- Making Necessary entries in Register of Directors
Company shall make necessary entries in the Register of Director and Key Managerial Personals.
- Functions and Duties of the Company Secretary [Section 205 and Rule 10]:
- The functions of the Company Secretary shall include the following:
- report about the compliance with the provisions of this Act, the rules made thereunder and other laws applicable to the company to the Board
- ensure that the applicable secretarial standards are duly complied by the company
- discharge the duties as prescribed under
- The Company Secretary shall discharge the following duties:
- extend collectively and individually, such guidance to the directors of the company, as they may require, with regard to their duties, responsibilities and powers
- facilitate the convening of meetings and attend the Board, committee and general meetings
- maintain the minutes of such Board, committee and general meetings
- obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act
- represent before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act
- assist the Board in the conduct of the affairs of the company
- assist and advise the Board in ensuring good corporate governance and thereby complying with the corporate governance requirements and best practices
- discharge such other duties as have been specified under the Act or rules and
- such other duties as may be assigned by the Board from time to time.