Appendix 12
COMPANIES (APPOINTMENT AND QUALIFICATIONS OF SECRETARY)
RULES, 1988
Issued under section 2(45)
in regards to Appointment and Qualifications of Secretary under the Companies
Act, 1956, in supersession of the Companies (Secretary's Qualifications) Rules,
1975, the Central Government framed the new rules called the Companies
(Appointment and Qualifications of Secretary) Rules, 1988 issued by the
Ministry of Industry, Department of Company Affairs, vide F.No. 1/29/87‑CL.
V dated 29‑11‑1988.
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:
Short title and commencement
1.
(1) These rules may be called the Companies
(Appointment and Qualifications of Secretary) Rules, 1988;
(2) It shall come into force
on the First day of December, 1988.
Appointment, etc. of whole‑time secretary
2.
(1) Every company having a paid‑up
share capital of not less than rupees fifty lakhs 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 rupee fifty lakhs 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).
(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 (No.
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 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 University, or the Institutes of
Management, Ahmedabad, Calcutta, Bangalore or Lucknow;
(viii) post diploma in company secretaryship
granted by the Institute of Commercial Practice under 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 (XXVI of 1961) :
Provided that where the paid‑up
share capital of such company is increased to rupees fifty lakhs 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 (No. 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.
Provisions relating to existing secretaries
3. 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 immediately
before 30th October, 1980, in terms of the second proviso to clause (a) of Rule
2 of the Companies (Secretary's 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.