Note that appointing a secretary in whole-time practice is compulsory for a company whose shares are listed on a recognized stock exchange. A company having a paid up capital of Rs.10 crores or above or turnover of Rs.50 crores or above.
The certificate of the company secretary in practice is filed with the ROC in Form No.MGT- 8, in respect of each financial year within 60 days from the date on which the annual general meeting was held along with requisite filing fees as per companies registration offices and fees rules 2014.
Where the annual general meeting has not been held, file with the registrar such certificate within 60 days from the latest day.
See that every secretary in whole-time practice for the purpose of issue of certificate has right to access at all times to the registers, papers, books, documents records of the company. whether kept at the company registration office or elsewhere and shall be entitled to require from the agents or officers of the company.
Ensure that every certificate is laid by the company in its annual general meeting.
If your company fails to comply with the above requirements. The company is punishable with fine is not less than one lakh rupees, but which may extend to five lakh rupees.
Ensure before appointing the secretary in whole time practice, that the individual concerned satisfies the definition of secretary in whole time practice. He is the member of the Institute of Company Secretaries in India and is not full time employment anywhere.
The individual proposed to be appointed holds a certificate of practice from the Institute of Company Secretaries of India. The said certificate is of current validity.
Ensure the secretary in whole-time practice proposed to be appointed, when appointed as such does not exceed the limit of companies laid down by ICSI, including your own company in a calendar year.
Generally the managing director or any other officer is empowered to appoint a secretary in whole-time practice.
If you choose to appoint a director of the company, please ensure that the requirements are compiled with its associate company.
If the person proposed to the appointed is a related party then get approval of the audit committee under section 177(4) of the act 2013.
Approval of the Nomination and Remuneration Committee will be necessary under section 197(4) Proviso. If a director of the company is proposed to be appointed as a CS to certify annual returns.
If the company is needed to appoint a secretarial auditor then approval of the board will be required.
The resolution appointing a secretarial auditor is required to be filed with the ROC within 30 days along with Firm No. MGT-14 as per Rule 8(4) of the companies rules, 2014.
File e-form No.MGT-14 within 30 days and MR-1 within 60 days of appointment of a Company Secretary Form MR-1 is required to filed only. If Rule 8 or 8A of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is applicable.
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