|Procedure for appointment of Company Secretary|
According to sub-section (1) of this section, every company having a prescribed paid-up share capital shall have a whole-time secretary. However, the proviso to sub-section (1) states that every company not required to employ a whole time secretary under sub-section (1) shall file with the Registrar a certificate from a secretary in whole-time practice in the prescribed form. The 'whole-time secretary' indicates that a Company Secretary must be in the employment of the company.
According to, sub-section (1), where the Board of directors of any such company comprises only two directors, neither of them shall be the secretary of the company. According to regulation 82(2) of Table A, a director may be appointed as manager or secretary However, this regulation is “Subject to the provisions of the Act.” Thus the power conferred on the Board by this regulation has to be exercised subject to the sub-section (1). Accordingly, a director may be appointed as secretary provided, however, that where the Board of directors of a company having the paid-up share capital prescribed for the purposes of section 383A, comprises only two directors, neither of them shall be appointed as the secretary.
Section 383A does not expressly provide as to who can appoint a secretary. However, having regard to the position, duties and functions of a secretary it is advisable that the Board of directors appoints the Secretary, by its resolution.
Every Company having a paid up Capital of Rs. 5, 00, 00,000/- (Rupees five crores only) or more shall have a whole time company secretary holding a membership of the Institute of Company Secretary of India.
Paid up Capital includes Equity Share Capital as well as Preference Share Capital.