Company Secretary — Mandatory Appointment Under Companies Act 2013

A Company Secretary (CS) is a Key Managerial Personnel (KMP) under the Companies Act 2013 — responsible for ensuring compliance with all applicable laws, maintaining statutory records and filing with the ROC. The appointment of a whole-time Company Secretary is mandatory for certain companies. Here is the complete guide.

When Is a Whole-Time Company Secretary Mandatory?

• Every company with a paid-up share capital of ₹10 crore or more must appoint a whole-time Company Secretary (Section 203(1) read with Rule 8A)
• Listed companies: Mandatory regardless of capital
• Every company required to constitute a Audit Committee (Section 177) must have a CS as Secretary to the Board
• Private companies with paid-up capital below ₹10 crore: Not mandatory to appoint a whole-time CS — but may engage a practicing CS for compliance filings

Qualifications Required

• Must be an Associate Member (ACS) or Fellow Member (FCS) of the Institute of Company Secretaries of India (ICSI)
• For private companies below certain size — a practicing CS (with a Certificate of Practice from ICSI) can be engaged on retainer basis

Role and Responsibilities of a Company Secretary

• Maintaining statutory registers (register of members, directors, charges, etc.)
• Ensuring Board and general meeting procedures are followed
• Filing forms with ROC (AOC-4, MGT-7, DIR-12, MGT-14, ADT-1, etc.)
• Secretarial Audit (mandatory for companies with paid-up capital of ₹50 crore or turnover of ₹250 crore)
• Advising the Board on corporate governance, SEBI compliance (for listed companies), FEMA and other applicable laws
• Signing the Annual Return (MGT-7) as "Authorised Signatory" where required

Appointment Formalities

• Pass a Board resolution appointing the CS as Whole-Time KMP
• File Form MR-1 with the ROC within 60 days of appointment
• The CS must file Form DIR-3 KYC annually (if a director) or maintain their ICSI membership certificate

Conclusion

A Company Secretary is the guardian of corporate compliance — mandatory for large companies and invaluable for all companies navigating complex regulatory requirements. SPOTON provides practicing Company Secretary services for private limited companies, LLPs and public companies across Kerala. Contact us for expert corporate compliance services.