Qualification and Appointment of a Company Secretary

Qualification. To be eligible for appointment as a Company Secretary under the Companies Act, 2013, a person must be a member of the Institute of Company Secretaries of India (ICSI). Membership of ICSI is granted only after clearing the Institute's prescribed examinations and completing the required practical training — this is what makes the Company Secretary a recognised professional qualification, comparable in structure to how membership of the Institute of Chartered Accountants of India (ICAI) qualifies a person to practise as a Chartered Accountant.

When appointment is compulsory. Not every company is required by law to appoint a Company Secretary — the requirement is linked to the size and structure of the company:

• Under Section 203 of the Companies Act, 2013, certain prescribed classes of companies (broadly, listed companies and other larger companies as specified under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) must appoint a whole-time Company Secretary as one of their Key Managerial Personnel.
• Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 extends this requirement specifically to private companies: every private company having a paid-up share capital of a prescribed amount — presently ₹10 crore or more — must appoint a whole-time Company Secretary. This threshold is fixed by the Rules made under the Companies Act (not by the Act itself) and, like most such monetary thresholds, is periodically reviewed and may be revised by the Ministry of Corporate Affairs from time to time — it should not be treated as a permanently fixed figure.
• A company that is not covered by these prescribed thresholds is not statutorily bound to appoint a Company Secretary, though many still do so voluntarily, given how valuable the role is for orderly governance and compliance.

Manner of appointment. Where appointment is mandatory (or where a company chooses to appoint one voluntarily), the Company Secretary is appointed by a resolution of the Board of Directors, on terms and conditions (including remuneration) also fixed by the Board, and the appointment must be notified to the Registrar of Companies within the prescribed time in the prescribed form. …