In relation to the appointment of a company secretary, the following provisions are made in the Companies Act:
1. Compulsory appointment Section 383 (a): In every company whose paid-up share capital is two crore rupees or more, a qualified whole-time secretary shall be appointed. It is mandatory to do so, if there are only two directors in such a company, then any of them can be a secretary.Cannot work on the post. In other companies, whose paid-up share capital is less than two crore rupees, it is up to the board of directors to appoint a secretary. Provided that the company having the paid-up capital of less than two crores may appoint a secretary for a partial period.
2. Motion of Appointment Section 297: If the Secretary has been appointed by promoters or by Articles, then the Directors should pass a resolution in their first meeting to confirm his appointment. In this proposal, the conditions of the appointment of the secretary, the nature of the work and the remuneration to be given to the secretary are mentioned.
3. Disclosure of interest Section 299 and 300: If a director has his own personal interest in appointing a secretary, it is mandatory for him to disclose them. Also, the secretary should not take part in the discussion and voting on the related proposal.
4. Entry in the Register Section 303 : Once the Secretary is appointed, all the facts relating to him should be recorded in the register maintained by the company for the purpose.
5. Information to the Registrar Section 303 : After the appointment of the Secretary, the notice of appointment should be sent by the company within 30 days of the appointment of the Registrar of Companies. For this the company prescribed Form No. After filling 32, the company sends it to the registrar, in which all the necessary facts related to the appointment of the secretary are written.
6. In the form of director secretary, if any director or relative of director of the company is appointed secretary in the company, then it becomes necessary to pass a special resolution in the general meeting of the company regarding such appointment.
7. Disqualifications to be Secretary:-
(i) According to Section 383 (A), a firm or an institution cannot be appointed to the post of Secretary. Only one person can be appointed as Secretary.
(ii) According to section 2 (45), a person who does not possess the qualifications prescribed by the Government of India cannot be appointed as a secretary.
(iii) According to section 383 (a) of a company having only two directors, none of them can be appointed to the post of secretary. ,
(iv) According to section 383 (a), the secretary of every company having paid-up share capital of Rs 50 lakh or more shall not be appointed as secretary in any other company. can go .
(v) According to section 226(3), the auditor of the company cannot act as the secretary of the company.