Q.Explain the statutory provisions governing the mandatory appointment of a Company Secretary.

Mandatory appointment flows from Section 203 read together with the size-based thresholds the 2014 Managerial Personnel Rules fix separately for public and private companies.

Step 1 — The parent provision. Section 203 of the Companies Act, 2013 requires companies belonging to prescribed classes to have whole-time key managerial personnel, including a Managing Director/CEO/Manager, a Company Secretary, and a Chief Financial Officer.

Step 2 — Which companies, exactly? The 2014 Rules answer this. The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 fix the precise thresholds:

• Rule 8: every listed company, and every other public company with paid-up share capital of ₹10 crore or more, must appoint a whole-time Company Secretary.
• Rule 8A: every private company with paid-up share capital of ₹10 crore or more must equally appoint a whole-time Company Secretary — closing what would otherwise be a private-company loophole.

Step 3 — Companies below the threshold. A company that does not meet either Rule's threshold is not statutorily bound to appoint a full-time Company Secretary, but may still do so voluntarily, or engage a practising Company Secretary (an ICSI member holding a Certificate of Practice) for specific compliance work. …

Citing Section 203 alone without the 2014 Rules' actual thresholds, or stating that private companies are altogether exempt — Rule …