Q.Sundaram Textiles Private Limited is a private company with a paid-up share capital of ₹12 crore. The Board of Directors believes that, being a private company, it is not required to appoint a Company Secretary. Advise the company, with reference to the relevant provision of law.

Private companies are not automatically exempt from the requirement to appoint a Company Secretary once they cross a certain size, measured by paid-up share capital.

The Board's belief that private companies are altogether exempt from appointing a Company Secretary is incorrect. While it is true that Section 203's general mandatory-appointment requirement is aimed chiefly at listed and other larger companies, Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 specifically extends the requirement to private companies: any private company with a paid-up share capital of the prescribed amount — presently ₹10 crore or more — must appoint a whole-time Company Secretary, who must be a member of the Institute of Company Secretaries of India (ICSI). Sundaram Textiles Private Limited has a paid-up share capital of ₹12 crore, which exceeds this presently prescribed ₹10 crore threshold. The company is therefore statutorily bound to appoint a whole-time Company Secretary, and cannot rely on its private-company status alone to claim exemption. The appointment would be made by the Board of Directors by resolution, and the appointed C …

A common error in case problems like this is assuming private companies are categorically outside the scope of Company Secretary appointment requirements — Rule 8A specifically closes this gap for larger private companies, so the private/public dist …