Appointment of Company Secretary.

[kapil dudeja]

Dear Members,

Please advise on the following:-

A private limited company Incorporated in 2011 having paid up share capital of Rs. 27 cr. didn't appointed any company secretary ever. Now is it possible for them to appoint a company secretary as their KMP ? and if yes, then from when they should appoint? 

Pleas e guide.

-Thanks

[Kartik V]

In my view,they can do so at the meeting of the Board of Directors. Once the Board approves the same, it has to be fulfilled by filing e-form DIR-12 within 30 days from the date of appointment.

Secondly Company Secretary is always considered as a KMP

[kapil dudeja]

Thanks sir for replying. If they'll appoint & file form now then all the penal provisions mentioned under section 203 would be applicable to them. Can't they do so by appointing him at some back date by paying additional fee ?

On Sun, Sep 17, 2017 at 11:19 PM, Kartik V <karv...@gmail.com> wrote:

In my view,they can do so at the meeting of the Board of Directors. Once the Board approves the same, it has to be fulfilled by filing e-form DIR-12 within 30 days from the date of appointment.

Secondly Company Secretary is always considered as a KMP

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Regards -
Kapil Dudeja
# 9911554710

[bandana saha]

Can do so but the company has to file MGT-14 also (refer section 117 read with section 179 along with rule 8 of Companies(Meeting of Board and its power) Rules, 2014) . And in order to file MGT-14 beyond 300 days you have to go for condonation of delay which is a much lengthy and money consuming matter. 

On Sunday, September 17, 2017 at 11:23:37 PM UTC+5:30, kapil dudeja wrote:

Thanks sir for replying. If they'll appoint & file form now then all the penal provisions mentioned under section 203 would be applicable to them. Can't they do so by appointing him at some back date by paying additional fee ?

On Sun, Sep 17, 2017 at 11:19 PM, Kartik V <karv...@gmail.com> wrote:

In my view,they can do so at the meeting of the Board of Directors. Once the Board approves the same, it has to be fulfilled by filing e-form DIR-12 within 30 days from the date of appointment.

Secondly Company Secretary is always considered as a KMP

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[kapil dudeja]

Thanks for replying bandana.

MGT-14 and MR-1 is also required to file by private limited company too?

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[Vikram Grover]

No its not possible now, Because in annual returns and other forms you haven't mention the name of compnay secretary and its appointment. So you can appoint in current date to rectify your mistake.

On Sunday, 17 September 2017 23:23:37 UTC+5:30, kapil dudeja wrote:

Thanks sir for replying. If they'll appoint & file form now then all the penal provisions mentioned under section 203 would be applicable to them. Can't they do so by appointing him at some back date by paying additional fee ?

On Sun, Sep 17, 2017 at 11:19 PM, Kartik V <karv...@gmail.com> wrote:

In my view,they can do so at the meeting of the Board of Directors. Once the Board approves the same, it has to be fulfilled by filing e-form DIR-12 within 30 days from the date of appointment.

Secondly Company Secretary is always considered as a KMP

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[anilparmar himmatlal]

The company must immediately appoint company secretary. Not only this, condoning/compounding of offence application/petition should also be filed in NCLT. If you see, NCLT judgements, you will come across number of such judgements. Do not delay.

[Peer Mehboob]

You can file application for condonation of delay. For appointment of CS, you need to file DIR-12 and MGT-14. No MR-1 is filed now for appointment of CS/CEO/CFO.

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[Jatin]

Sad to see the spirit of circumventing the purpose of law from young professionals. Professional Practitioners are availing insurance against professional liability. Thanks for improvement in online compliance system taken up by all Govt. Departments. May the transparency increase with time.

Finally, even if you want to appoint someone w.e.f. backdate, ask the Company to pay the person, [whoever it is appointing as CS w.e.f. backdate] salary from that day only, coz his professional liability starts from that day. Otherwise the company's accounts will show a problem. Apart from that, it may face certain issues of Provident Fund Authority particularly for not depositing the employed CS's PF in time. Also TDS deduction from the CS's salary.

On Sunday, 17 September 2017 23:23:37 UTC+5:30, kapil dudeja wrote:

Thanks sir for replying. If they'll appoint & file form now then all the penal provisions mentioned under section 203 would be applicable to them. Can't they do so by appointing him at some back date by paying additional fee ?

On Sun, Sep 17, 2017 at 11:19 PM, Kartik V <karv...@gmail.com> wrote:

In my view,they can do so at the meeting of the Board of Directors. Once the Board approves the same, it has to be fulfilled by filing e-form DIR-12 within 30 days from the date of appointment.

Secondly Company Secretary is always considered as a KMP

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[Anita Chaudhary]

Hi, 

Can you please share judgements that you are refereing to.

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Warm regards,

Anita Chaudhary

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