Preamble - COMPANIES (APPOINTMENT & QUALIFICATIONS OF SECRETARY) RULES, 1988

COMPANIES (APPOINTMENT & QUALIFICATIONS OF SECRETARY) RULES, 1988

PREAMBLE

In exercise of the powers conferred by clauses (a) and (b) of section 642 read with clause (45) of section 2 and section 383A of the Companies Act, 1956(1 of 1956), and in supersession of the Companies (Secretary's Qualifications) Rules, 1975, the Central Government hereby makes the following rules, namely:--

Rule 1 - Short title and commencement

(1) ^*1These rules may be called the Companies (Appointment and Qualifications of Secretary) Rules, 1988.

(2) It shall come into force on the 1st day of December, 1988.

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*1 GSR 1105(E), DATED 29-11-1988

Rule 2 - Appointment, etc., of whole-time secretary

(1) Every company having a paid-up share capital of not less than ¹[rupees two crores] shall have a whole-time secretary.

(2) No person shall be appointed as whole-time secretary under sub-rule (1) unless he is a member of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980).

(3) A company having a paid-up share capital of less than ¹[rupees two crores] may appoint any individual as its whole-time secretary to perform the duties of a secretary under the Companies Act, 1956, and any other ministerial or administrative duties :

Provided that no individual shall be eligible to be so appointed unless he possesses one or more of the qualifications specified in sub-rule (4).

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⁵[(3A) A company having a paid up share capital of two crore rupees or more but less than five crore rupees may appoint any individual who possesses the qualification of membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980), as a whole-time secretary to perform the duties of a secretary under the Companies Act, 1956:

Provided that where a company has appointed under sub-rule (3) or this sub-rule, a whole-time company secretary, possessing the qualification of membership of the Institute of Company Secretaries of India, such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, 2001.]

(4) No individual shall be appointed as secretary pursuant to sub-rule (3) unless he possesses any one or more of the following qualifications, namely :--

(i)  membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980);

(ii)  pass in the Intermediate examination conducted either by the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 {56 of 1980), or by the earlier Institute of Company Secretaries of India incorporated on 4th October, 1968, under the Companies Act, 1956(1 of 1956), and licensed under section 25 of that Act;

(iii) post-graduate degree in commerce or corporate secretary ship granted by any university in India;

(iv)  degree in law granted by the any university;

(v)  membership of the Institute of Chartered Accountants of India constituted under the Chartered Accountants Act, 1949 (38 of 1949);

(vi)  membership of the Institute of Cost and Works Accountants of India constituted under the Cost and Works Accountants Act, 1959 (23 of 1959);

(vii)  post-graduate degree or diploma in management sciences, granted by any univer?sity, or the Institutes of Management, Ahmedabad, Calcutta, Bangalore or Lucknow;

(viii) post-graduate diploma in company secretaryship granted by the Institute of Com?mercial Practice under the Delhi Administration or Diploma in Corporate Laws and Management granted by the Indian Law Institute, New Delhi;

(ix)  post-graduate diploma in company law and secretarial practice granted by the University of Udaipur; or

(x) membership of the Association of Secretaries and Managers, Calcutta, registered under the West Bengal Registration of Societies Act, 1961 (26 of 1961):

Provided that where the paid-up share capital of such company is increased to ³[five crore rupees] or more, the company shall, within a period of one year from the date of such increase, comply with the provisions of sub-rules (1) and (2) of rule 2.

Explanation: In this rule, "University" has the meaning assigned to it in the University Grants Commission Act, 1956 (3 of 1956), and includes any university outside India which is recognised by the Union Public Service Commission for the purposes of recruitment to public services and posts in connection with the affairs of the Union or of any State.

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 *1. Substituted for ?rupees fifty lakhs?  by the Companies (Appointment ad Qualification of Secretary) Amdt. Rules, 2002 w.e.f. 11.06.2002.

2. Inserted by GSR804(E) dt 14.10.2003.

3. Substituted by the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009 vide Notification No. GSR11(E) Dated 05.01.2009 for the words : -

"¹[rupees two crores]"

4. Omitted by the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009 vide Notification No. GSR11(E) Dated 05.01.2009 for the following : -

"²[Provided further that a company with its registered office and corporate office and works situated in towns with a population of less than one lakh in accordance with Census of India 2001 report and having a paid-up share capital of rupees two crores or more but less than rupees five crores, may appoint any individual, who possess any one or more of the qualifications specified in clauses (i) to (x) of sub-rule (4) as its whole-time secretary to perform the duties as such under the Companies Act, 1956(1 of 1956) :

Provided also that if a company having a paid-up share capital of rupees two crores or more but less than rupees five crores shifts either its registered office or corporate office or works from towns with a population of less than one lakh in accordance with Census of India 2001 report, it shall appoint a person as a whole-time secretary under sub-rule (1).]"

5. Inserted by the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009 vide Notification No. GSR11(E) Dated 05.01.2009 w.e.f. 15.03.2009.

Rule 3 - Provisions relating to existing secretaries

(1) Notwithstanding anything contained in sub-rules(1) and (2)of rule 2, the qualifications possessed by a person holding the office of whole-time secretary of a company immedi?ately before 30th October, 1980, in terms of the second proviso to clause (a) of rule 2 of the Companies (Secretaries Qualifications) Rules, 1975, shall be deemed to be the qualifications which he shall be required to possess in order to be eligible to continue as whole-time secretary in that company.