Q.Briefly describe the procedure a company follows to appoint its Company Secretary.

Appointment to Key Managerial Personnel positions follows a defined, Board-driven procedure rather than an ordinary hiring process alone.

Appointment of a Company Secretary is not left to informal hiring by a human-resources department alone, precisely because the post is one of the four categories of Key Managerial Personnel recognised by Section 203 of the Companies Act, 2013. The procedure has three identifiable stages.

First, the company must identify a candidate who satisfies the statutory qualification — membership of the Institute of Company Secretaries of India — along with any additional criteria the company itself wishes to apply. Second, and most importantly from a company-law perspective, the actual appointment is made by a resolution of the Board of Directors at a duly convened Board meeting. This resolution does more than merely record a hiring decision — it formally fixes the terms and conditions of the appointment, including the remuneration payable, the tenure (if any is specified), and the scope of duties and authority delegated to the Company Secretary. Where a vacancy in the office arises, whether by resignation, removal, or otherwise, the company is generally expected to fill it within a specified time so that the statutory compliance function is not left unattended. …