Appointment of Company Secretary

[Mukund Honkan]

For a company having paid up share capital of Rs 6 crores but unlisted, is it neceaary to appoint full time company secretary. If it is not viable considering size of the company, what is alternative options?

Thanks  Mukund M Honkan

[ROHAN THAKKAR]

Dear Sir,

It is compulsory for a company whose paid up capital is Rs 5 Crore or more to appoint a whole time Company Secretary. It is to be appointed irrespective of fact whether a company is private company or public company; listed company or unlisted company. Exemption is available only to section 25 companies.

However, ROC may be infomred that all reasonable efforts werer made to appoint Company Secretary or that the financial position of the company is such that it was beyond its capacity to engage a whole-time secretary. In Such a case, exemption may be granted by ROC.

However, in that case, complince report would be required.

Alternatively, you can appoint a director who can also act as a company secretary. There is no bar on a director to be appointed as a secretary of the company. However, at least two director has to be only holding position of a director. Since, your's is a public company, second alternative is also possible.

 

Regards,

Rohan Thakkar

9228720536.

AI Summary

Mandatory company secretary requirement: appoint a whole-time secretary or seek ROC exemption with compliance reporting, or use a director-secretary. Companies at or above the statutory paid-up capital threshold must appoint a whole-time Company Secretary, except section 25 companies; the ROC may grant exemption if the company shows reasonable recruitment efforts or financial incapacity, subject to a compliance report. Alternatively, a director may be appointed to act as company secretary provided director-count requirements are met.