Which company must appoint a whole-time company secretary?
A whole-time company secretary is required in every listed company, in every public company with paid-up share capital of ₹10 crore or more, and in every private company with paid-up share capital of ₹10 crore or more. The older private-company line of ₹5 crore does not apply.
Who must appoint one?
| Company | What the rule requires |
|---|---|
| Listed company | Whole-time key managerial personnel under Rule 8, which includes a company secretary, a chief financial officer, and a managing director, chief executive officer, or manager. |
| Other public company | The same whole-time key managerial personnel when paid-up share capital is ₹10 crore or more. |
| Private company | A whole-time company secretary under Rule 8A when paid-up share capital is ₹10 crore or more. Rule 8A does not by itself require a managing director or a chief financial officer. |
What did the amendment change?
Before the amendment, Rule 8A required a whole-time company secretary in a company that was outside Rule 8 and had paid-up share capital of ₹5 crore or more. The substituted rule limits that private-company duty to paid-up share capital of ₹10 crore or more. A private company between ₹5 crore and ₹10 crore is not brought back under the old line.
Is secretarial audit the same duty?
No. The same amendment also added a borrowing class to secretarial audit under Rule 9. That class, and the public-company tests of ₹50 crore capital and ₹250 crore turnover, are on the secretarial-audit page. Appointing a company secretary does not complete the audit, and the audit can apply to a company that these appointment rules do not cover.
Which company is outside it?
A private company with paid-up share capital below ₹10 crore does not appoint a whole-time company secretary under Rule 8A. An unlisted public company below ₹10 crore does not appoint whole-time key managerial personnel under Rule 8. Either company can still be inside secretarial audit if the borrowing test, or a public-company test, is met.
Frequently asked questions
Four questions cover the old ₹5 crore line, a smaller public company, Rule 9, and turnover.
Does the ₹5 crore line still apply to a private company?
No. The amendment replaced it. A private company appoints a whole-time company secretary when paid-up share capital is ₹10 crore or more.
Does a public company below ₹10 crore need one?
Not under Rule 8, unless the company is listed. A listed company appoints whole-time key managerial personnel whatever its paid-up capital is.
Is Rule 9 the appointment rule?
No. Rule 9 is secretarial audit. Rule 8 and Rule 8A are the appointment rules. A company can be inside one and outside the other.
Does turnover of ₹250 crore appoint a company secretary?
No. That turnover figure is a secretarial-audit test for a public company. The appointment test in these rules is paid-up share capital, or being listed.
Sources
Appointment of a company secretary is section 203 and Rules 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Secretarial audit is Rule 9.