Ministry of Corporate
Affairs has introduced Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Rule 8 of the said rules read with section 203 of
Companies Act, 2013, regulates the appointment of Company Secretaries. Further MCA
has introduced rule 8A vide notification
No. G.S.R. 390(E) dated 9th June 2014
Salient features of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are as follows :
Appointment of Key
Managerial Personnel
Rule 8
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Every listed
company, and
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Every other
public company having a paid-up share capital of ten crore rupees or more shall
have whole-time key managerial personnel.
Above rule 8 restricts the employment of Company
Secretaries to every listed company and to every other public company having a
paid-up share capital of Ten Crore rupees or more.
Appointment of Company
Secretaries in companies not covered under rule 8
Rule
8A . A company other than a
company covered under rule 8 which has a paid up share capital of five crore
rupees or more shall have a whole-time company secretary.
Above Rule 8A makes the
appointment of Company Secretary mandatory for a Private company having paid up
share capital of five crores rupees or more.
Secretarial Audit Report
Rule 9. (1) For the purposes of sub-section (1) of
section 204, the other class of companies shall be as under—
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(a)
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Every public
company having a paid-up share
capital of fifty crore rupees or
more; or
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(b)
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Every public
company having a turnover of two
hundred fifty crore rupees or more.
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Duties of Company
Secretary
Rule 10. The duties of Company Secretary shall also
discharge, the following duties, namely:—
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(1)
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to provide to the directors of the company, collectively
and individually, such guidance as they may require, with regard to their
duties, responsibilities and powers;
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(2)
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to facilitate the convening of meetings and attend Board,
committee and general meetings and maintain the minutes of these meetings;
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(3)
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to obtain approvals from the Board, general meeting, the
government and such other authorities as required under the provisions of the
Act;
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(4)
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to represent before various regulators, and other
authorities under the Act in connection with discharge of various duties
under the Act;
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(5)
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to assist the Board in the conduct of the affairs of the
company;
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(6)
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to assist and advise the Board in ensuring good corporate
governance and in complying with the corporate governance requirements and
best practices; and
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(7)
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to discharge such other duties as have been specified
under the Act or rules; and
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(8)
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such other duties as may be assigned by the Board from
time to time.
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The Companies Act, 2013 has
done away with the requirements of compliance certificate for small companies
and pre certification of certain E-forms and Secretarial Audit is mandatory
only for big Companies.
