CA: DUTIES, APPOINTMENT &
REMUNERATION OF COMPANY
SECRETARY
By: Vishal Malhotra
Company Secretary
• A Company Secretary means “a person who is a member of
the Institute of Company Secretaries of India”.
• According to Section 2(45) of the Companies Act, 1956,
“Secretary means any individual possessing the prescribed
qualifications, appointed to perform the duties which may be
performed by a secretary under this Act and any other
ministerial or administrative duties”.
Duties
Duties of a company secretary can be discussed under two
heads:
(i) Statutory Duties and
(ii) Generic Duties.
Statutory Duties
• 1. Signing of Annual Returns,
• 2. Registration of Allotment Returns,
• 3. Issuing Share Certificates,
• 4. Convening Annual General Meeting,
• 5. Maintaining Share Registers,
• 6. Maintaining Register of Directors.
Generic Duties
• 1. Duties towards Directors, Managing Directors, Manager,
etc.
• 2. Duties towards shareholders and public,
• 3. Duties towards office staff
Appointment
Procedure to be followed:-
• Regulation 77 of table F provides that a Company
Secretary may be appointed by the board of director and
can fix the remuneration and condition as it may think
fit. Generally board appoints the company secretary soon
after the incorporation. Board of director may appoint
Company Secretary by passing the board resolution in the
meeting and execute a service agreement between
Secretary so appointed and the company.
Steps to be followed for appointment of Company
Secretary:-
• Ø Resolution should be passed by the board of director in
their board meeting.
• Ø Agreement of service should be prepared.
• Ø Details of Company Secretary must be recorded in the
register of Key Managerial Personnel.
• Ø A return in Form no DIR.12 shall be filed with the R.O.C.
within 30 days from appointment and MGT 14 is also
required to be filed along with fees.
• Ø A return in MR 1 shall be filed with the R.O.C. within 60
days from the appointment.
Remuneration
• Company secretaries generally earn an amount that is
proportional to their level of experience in the field. As
a result, the starting salaries are generally modest,
but there is a lot of room for increase in salary. .
In India, the monthly starting salary can be anywhere
between Rs. 28,000 and Rs. 40,000. Here, too, there
is a lot of room for increments as experience and a
renowned employer can boost the salary of a company
secretary to Rs. 100,000 per month.
Company secretaries generally also receive several
non-monetary benefits including holidays with pay,
insurance, and access to credit for housing and
transport as well as sick leaves.
THANK
YOU