Q.Explain the grounds and procedure for removal or cessation of office of a Company Secretary.

A Company Secretary's office can end in more than one way, and it is worth distinguishing removal (a Board action) from the several other ways the office can simply come to an end.

Because a whole-time Company Secretary is appointed by a resolution of the Board of Directors under Section 203, the same Board ordinarily holds the corresponding power to remove the Company Secretary from office, generally by passing a removal resolution at a duly convened meeting. Removal is a serious step, both because it ends a contract of service and because it can affect the individual's professional standing as an ICSI member, so the accepted practice — reinforced by the general principles of natural justice that apply whenever a decision affects a person's livelihood — is to give the Company Secretary a fair opportunity to explain his or her side before the removal is finalised, particularly where the removal is founded on an allegation of misconduct or non-performance rather than agreed departure or the natural end of a fixed term. A removal carried out in clear breach of the appointment contract, or without a fair procedure where the contract or ordinary practice calls for one, does not necessarily undo the removal from the statutory office, but it can expose the company to a claim for wrongful termination under the ordinary law of contract and employment.

Removal, however, is only one of several ways the office can come to an end, and an exam answer should be careful to list the others too. Office ends by resignation, where the Company Secretary voluntarily gives up the post on the notice period the appointment terms specify; by the simple expiry of a fixed tenure that the company chooses not to renew; by death; by disqualification, whether under a provision of the Companies Act itself or under the disciplinary regulations of the Institute of Company Secretaries of India, which can suspend or cancel a member's standing for professional misconduct; and, more unusually, by the company itself ceasing to belong to the class of companies required under Section 203 to maintain a whole-time Company Secretary — for instance, if its paid-up capital genuinely falls below the prescribed threshold, though a company that has once appointed a Company Secretary would ordinarily still be free to continue the appointment voluntarily if it wished. …