Q.Which companies are required, under the Companies Act, 2013, to appoint a whole-time Company Secretary?

Not every company is legally bound to have a whole-time Company Secretary — the requirement is tied to a company's size and listing status under Section 203.

The specific rupee threshold for paid-up capital is fixed by the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, not the Act itself, and has been revised by amendment more than once — so a student should focus on the underlying rule (size-linked, rule-defined threshold) rather than treat any single figure as permanently fixed.

Section 203(1) of the Companies Act, 2013 states that every company belonging to a class of companies as may be prescribed shall have whole-time key managerial personnel, one of whom, along with a Managing Director/CEO/Manager and a Chief Financial Officer, must be a Company Secretary. "As may be prescribed" is the operative phrase — it hands the task of drawing the actual line to subordinate legislation rather than the Act itself, and that subordinate legislation is the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Under those Rules, two broad categories of companies fall within the requirement. First, every listed company must have a whole-time Company Secretary, regardless of its paid-up capital, because listing itself brings a higher standard of governance and public accountability. Second, every other public company whose paid-up share capital equals or exceeds the threshold fixed by the Rules must also appoint one; this threshold has been revised upward by amendment since the Rules were first notified. A further amendment extended a broadly comparable requirement to private companies once their paid-up share capital crosses a separately fixed, generally higher, threshold — recognising that a sufficiently large private company also needs the internal compliance discipline a Company Secretary brings, even though it has no public shareholders to answer to in the way a listed company does.

Companies that fall below whichever threshold currently applies are not compelled to appoint a whole-time Company Secretary, though nothing prevents a smaller company from doing so voluntarily if it wishes to strengthen its own compliance function; many growing private companies do exactly this in anticipation of crossing the threshold or going public later. It bears repeating for anyone studying this chapter that the precise rupee figures are a matter of subordinate rule, not the Act, and are revised periodically by the Ministry of Corporate Affairs — an exam answer is on safer ground describing the size-linked, rule-based nature of the threshold than quoting a specific number that may have since changed.