Friday, August 15, 2014


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
-          Every listed company,  and
-          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—

Every public company having a paid-up share capital of fifty crore rupees or more; or

Every public company having a turnover of two hundred fifty crore rupees or more.

Duties of Company Secretary
Rule 10. The duties of Company Secretary shall also discharge, the following duties, namely:—

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;

to facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings;

to obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act;

to represent before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act;

to assist the Board in the conduct of the affairs of the company;

to assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; and

to discharge such other duties as have been specified under the Act or rules; and

such other duties as may be assigned by the Board from time to time.

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.