Appointment as company secretary
Sandesh kasabe
(Querist) 17 October 2012
This query is : Resolved
Dear Sir,
If I am appointed as a Legal Manager in one Listed Company ABC Ltd. At the same time I am appointed as Whole time Company Secretary of BBC Pvt ltd. which is not a subsidary of any Public company. There is a associate concern relationship between ABC Ltd and BBC pvt Ltd as both these companies are subsidary of a Foreign company. ABC ltd's 51.5 % is held by that foreign company whereas 100% of capital of BBC Pvt ltd is held by that same foreign company.
My query is I am appointed as Company Secretary of BBC Pvt Ltd without any remuneration coming from that company. Instead I get paid from the payroll of ABC ltd.
Is this appointment as Company Secretary well within the scope of section 383A ? Please reply in detail to support your opinion. Thanks for your Kindness.
Guest
(Expert) 17 October 2012
Acadenic query. Student's classroom excercises are not solved here. You may post this question IF & when you are posted as CS in that company.
V R SHROFF
(Expert) 17 October 2012
Academic Query...
Sandesh kasabe
(Querist) 18 October 2012
Dear Sir,
Thanks for your views. I have recently registered on Lawyers club. I was not aware if students queries are replied. This being my very first query asked on this Portal I selected "Students" option because while asking the query it gives this option.
Moreover, I am working in a CS and Legal dept in a Company. I would request you to kindly give your views on the above query since this is a real scenario.
Guest
(Expert) 18 October 2012
Who appointed you, the foreign company, the ABC Ltd, or the BBC Pvt. Ltd., and what are the terms & conditions of your service, as menioned in your appointment letter?
Sandesh kasabe
(Querist) 18 October 2012
Dear Sir,
Highly appreciate your kindness to consider my query. Thank you.
ABC Ltd. appointed as Legal manager with remuneration as per the appointment letter. BBC Pvt. ltd. (capital more than 5 crores) which is an associate concern of ABC ltd. is proposing to appoint me as CS without remuneration through board resolution. This was explained to me during the interview. ABC ltd or Foreign company has no objection in my appointment as CS in BBC Pvt. Ltd.
So my query is can I work as whole-time CS with BBC Pvt. Ltd. without any remuneration or without being an employee of BBC Pvt Ltd on its payroll. Is such an appointment well within the scope of section 383A of Companies Act, 1956.
Guest
(Expert) 18 October 2012
I wonder, if anything can be construed from your query or confused clarification without examination of your original documents, like your original appointment with any of the three companies, your latest appointment order with board resolution of the company, who proposes you to appoint as CS with some other company that too without remuneration, and the board resolution of the company under whose jurisdiction you have been placed as full time company secretary but without any remuneration.
So, you need to consult some of the experts in service laws in person or by sending your documents to the expert.
R.V.RAO
(Expert) 28 February 2014
under, the new cos act 2013, sec 203 (1) governs key managerial personnel(kmp) appointment.
a C.S is a kmp.
The new cos. act 2013, says in the above section that a C.S can act as such for a co's subsidiary also.BUT it does not permit u to work additionally in another capacity any where else. note this.
u r C.S for a listed co.
pl. check up your a listed co's listing agreement under corporate governance clause. what does it say ?
does it agree that u can also be a legal manager for another co?
if yes.go ahead.if silent,it is better u strip yourself of legal manager post in the other co.
but continue to help the other co.in all legal matters without signing any where as legal manager,lest the SEBI/ROC/STOCK EXCH./shareholdres,may find fault with you based on listing agreement because u r KMP.
