Section 2(24) of Companies Act, 2013“company secretary” or
“secretary” means a company secretary as defined in section 2 (1) (c) of the
Company Secretaries Act, 1980 who is appointed by a company to perform
the functions of a company secretary under this Act;
And includes any other individual possessing the prescribed qualification and
appointed to perform the duties which may be performed by a secretary
under this act or any other ministerial or administrative duties.
Section 2 (1) (c) of the Company Secretaries Act, 1980 “ Company
secretary as a person who is a member of ICSI.”
COMPANY SECRETARY is a KMP in Companies
act 2013
Appointment of company secretary
Section 203(1) Every company belonging to such class or classes of
companies as may be
Prescribed* shall have the following whole-time key managerial personnel,
—
(i) managing director, or Chief Executive Officer or manager and in their
absence, a whole-time director;
(ii) company secretary; and
(iii) Chief Financial Officer :
Provided that an individual shall not be appointed or reappointed as the
chairperson of the company, in pursuance of the articles of the company, as
well as the managing director or Chief Executive Officer of the company at
the same time after the date of commencement of this Act unless,—
(a) the articles of such a company provide otherwise; or
(b) the company does not carry multiple businesses:
Provided further that nothing contained in the first proviso shall apply to
such class of companies engaged in multiple businesses and which has
appointed one or more Chief Executive Officers for each such business as
may be notified by the Central Government.
(2) Every whole-time key managerial personnel of a company shall be
appointed by means of a resolution of the Board containing the terms and
conditions of the appointment including the remuneration.
(3) A whole-time key managerial personnel shall not hold office in more than
one company except in its subsidiary company at the same time:
Provided that nothing contained in this sub-section shall disentitle a key
managerial personnel from being a director of any company with the
permission of the Board:
Provided further that whole-time key managerial personnel holding office in
more than one company at the same time on the date of commencement of
this Act, shall, within a period of six months from such commencement,
choose one company, in which he wishes to continue to hold the office of key
managerial personnel:
Provided also that a company may appoint or employ a person as its
managing director, if he is the managing director or manager of one, and of
not more than one, other company and such appointment or employment is
made or approved by a resolution passed at a meeting of the Board with
the consent of all the directors present at the meeting and of which
meeting, and of the resolution to be moved thereat, specific notice has been
given to all the directors then in India.
(4) If the office of any whole-time key managerial personnel is vacated, the
resulting vacancy shall be filled-up by the Board at a meeting of the Board
within a period of six months from the date of such vacancy.
(5) If a company contravenes the provisions of this section, the company
shall be punishable with fine which shall not be less than one lakh rupees but
which may extend to five lakh rupees and every director and key managerial
personnel of the company who is in default shall be punishable with fine
which may extend to fifty thousand rupees and where the contravention is a
continuing one, with a further fine which may extend to one thousand rupees
for every day after the first during which the contravention continues.
Section 205 Functions of company secretary.
205. (1) The functions of the company secretary shall include,—
(a) to report to the Board about compliance with the provisions of this Act,
the rules made there under and other laws applicable to the company;
(b) to ensure that the company complies with the applicable secretarial
standards;
(c) to discharge such other duties as may be prescribed.
Explanation.—For the purpose of this section, the expression “secretarial
standards” means secretarial standards issued by the Institute of Company
Secretaries of India constituted under section 3 of the Company Secretaries
Act, 1980 and approved by the Central Government.
(2) The provisions contained in section 204 and section 205 shall not affect
the duties and functions of the Board of Directors, chairperson of the
company, managing director or whole-time director under this Act, or any
other law for the time being in force.
Section 205 Functions of company secretary
includes
TO REPORT To Ensure To
Discharge
BOARD
About applicable Secretarial Standards Complied Other prescribed duties
compliances