Appointment of a Company Secretary has been one of the most talked topics in the recent times as Companies not just appoint them because there is a statutory requirement for a few class of the company including listed companies or company having paid-up capital more than the prescribed limited but due to the reason or the compliance to file E- form INC 22A.

All banks whether listed or otherwise, shall have a Company Secretary who is bound by the professional standards of a Company secretary and The secretary shall report to the Chair of the board.

While Filing From 22-A, The Ministry of Corporate Affairs is insisting for compliance of appointment of Company Secretary for companies that has paid up capital of Rs.10 Crore of more. So, it becomes a mandatory condition for appointment of Whole time Company Secretary by Companies with paid up capital of Rs.10 Crore more or the Companies Listed with Stock exchanges.

For much more clarification we shall discuss in detail about CS (Company Secretary) Appointment in companies incorporated in India, as Introduction of Form INC 22A has created a problem for companies those which are in Non Compliance of Rule 8A of Section 203 of Companies Act, 2013 due to which now companies are forced to appoint company secretary, to file E-form INC 22A else there company can become inactive due to Non-Compliance. Therefore, Companies having paid up capital 10 crore or more and have not appointed a Company Secretary (CS) will not be able to file form INC 22 A.

DEFINITION OF COMPANY SECRETARY:

As per Section 2 sub-section 24 of Companies Act, 2013:

Company Secretary or Secretary means a Company Secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 who is appointed by a company to perform the functions of a Company Secretary under this Act;

AS PER COMPANY SECRETARIES ACT, 1980: 

“Company Secretary” means a person who is a member of the Institute of Company Secretaries of India.

The requirement to appoint a Company Secretary in Private Limited Company is governed by the Provision of Rule 8A and in Public / Listed Company by the provisions of Rule 8 of The Companies “Appointment and Remuneration of Managerial Personnel” Chapter XIII under Section 203 of the Companies Act, 2013.

WHO IS REQUIRED TO HAVE COMPANY SECRETARY/ KMP?

All listed company and all other company having paid-up share capital of Rs. 10 crore or more shall have whole-time Company Secretary in their Board. And as per RBI discussion paper dated 12^th June , 2020  banks are in ambit to appoint a Company Secretary in their Board.

As per recent amendment in Rule 8A of Section 203 of Companies Act, 2013.

8A. Appointment of Company Secretaries in companies not covered under rule 8. —

Every private company which has a paid-up share capital of ten crore rupees or more shall have a whole -time company secretary.

TIME PERIOD FOR SUCH APPOINTMENT OF COMPANY SECRETARY?

The Companies Act 2013 does not provide the period wherein the Company has to designate Company Secretary as (KMP) key managerial personnel. But it is advisable to appoint a Company Secretary as KMP in the first board meeting which is to be conducted after applicability of such a provision.

But if there is Casual Vacancy: Vacancy must be filled in 6 months.

WHO IS A COMPANY SECRETARY?

Company Secretary is the person who is a member of the (ICSI) Institute of Company Secretary of India appointed by the company to perform the functions of the Company Secretary.

A company secretary is a principally an employee even though he holds very high rank. He / She may be the Chief Executive & then his position is near to those of the directors. In reality, he is the only employee who has advisory powers.

CS advice is pursued in carrying out general administration and in the decision-making process at the time of framing policies of the company. He is consulted to determine the lawful suggestions of policy decisions. Therefore, he/she is the only outsider who is present at the Board meetings.

Process for Appointment of Company Secretary (CS) Under Companies Act, 2013

In the era of increasing regulatory compliance and corporate governance, the role of a Company Secretary (CS) is more vital than ever. As per Section 203 of the Companies Act, 2013, every listed company and every other public company having a paid-up share capital of ₹10 crores or more is mandatorily required to appoint a whole-time Company Secretary. This blog walks you through the step-by-step process for appointment of a Company Secretary, legal obligations, compliance requirements, and penalties for non-compliance—in an easy-to-understand yet professional manner.

📌 Why Is Appointing a Company Secretary So Crucial?

A Company Secretary is not just a compliance officer—they are the backbone of legal, governance, and procedural health of the company. Their role spans three key dimensions:

1. To the Board: Advisory on corporate governance, statutory compliance, and board procedures.
2. To the Company: Ensures adherence to the Companies Act, SEBI regulations, FEMA, labour laws, and secretarial standards.
3. To the Shareholders: Bridges the gap between the management and the shareholders by ensuring transparency, compliance, and timely disclosures.

🧾 Step-by-Step Process for Appointment of Company Secretary (CS)

Here’s the complete process broken into actionable steps:

1️⃣ Obtain Written Consent

Before initiating the appointment, the company must first:

• Get a written consent from the individual proposed to be appointed as the Company Secretary.
• Ensure that the CS is a qualified member of ICSI (either ACS or FCS).

2️⃣ Issue Notice for Board Meeting

• Issue notice to all directors as per Section 173(3) of the Companies Act.
• The notice must clearly mention the agenda item of appointing the Company Secretary.
• Ensure notice is served at least 7 days before the board meeting.

3️⃣ Hold Board Meeting and Pass Resolution

In the board meeting:

• Approve the terms and conditions of the appointment.
• Pass the board resolution for the appointment of the Company Secretary.
• Finalize the effective date of appointment.

🔖 Sample Board Resolution format is provided at the end of this blog.

4️⃣ Listed Company? Notify the Stock Exchange

If the company is listed, it must comply with SEBI LODR Regulations:

• Inform the Stock Exchange on the same day of the Board Meeting before the meeting begins (Intimation of meeting).
• After the meeting, disclose the outcome of the Board Meeting within 30 minutes through online portals of the stock exchange.

5️⃣ File E-Forms with Registrar of Companies (ROC)

Timely filing is crucial:

• Form DIR-12: Required for filing appointment of KMP.
• Form MGT-14: Mandatory only for Public Companies under Section 117, within 30 days of passing the board resolution.

🛑 Private Companies are exempted from filing MGT-14 for KMP appointments.

6️⃣ Update Internal Records

• Update the Register of Directors and Key Managerial Personnel (KMP) under Section 170.
• Update the Website of the Company (if applicable) with new KMP details.
• Issue the appointment letter to the newly appointed CS.

🧠 Penalty for Non-Compliance – Section 203(5)

Failure to comply with the provisions for the appointment of a whole-time CS can lead to hefty penalties:

• Company: Fine of ₹1 lakh to ₹5 lakh
• Every defaulting Director and KMP: ₹1,000 per day, for every day of continued default

This makes it absolutely essential to comply with timelines and documentation protocols while appointing a CS.

✨ Bonus: Draft Format of Board Resolution for Appointment of CS

“RESOLVED THAT pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 and Rule 8A of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Mr./Ms. [Full Name], a qualified Company Secretary (ACS/FCS No. ________), be and is hereby appointed as the Whole-Time Company Secretary of the Company with effect from [Date] on the terms and conditions mutually agreed.

FURTHER RESOLVED THAT Mr./Ms. [Director’s Name], Director of the Company, be and is hereby authorized to file necessary e-forms with the Registrar of Companies and to perform all such acts, deeds, and things as may be necessary to give effect to the above resolution.”**

⚖️ Final Thoughts: Why You Should Consider Legal Assistance

While this process might look routine on paper, each step involves legal precision and strict timelines. Hiring a professional or consulting a corporate law firm ensures:

• Accurate drafting of resolutions and e-form filings
• Compliance with latest ICSI and MCA guidelines
• Timely coordination with the ROC and stock exchanges
• Avoidance of penalties due to delays or incorrect filings

🔐 For growing companies, an experienced CS or legal consultant is not a luxury—it’s a necessity.

📩 Need Help with Secretarial Compliances or CS Appointments?
You can reach out to CS Annu Sharma at [email protected] or +91-7021848742 for professional assistance.