Is a Full-Time Company Secretary Required by Law, or Are Flexible Options Allowed?

We are affiliated with an advanced Plastic Polymer Company, a multinational from South Korea. I would like to seek your suggestions on whether it is mandatory to have a Company Secretary in the company as per the company act. Alternatively, can we consider options such as Retainership or Stipend mode?

Kindly advise with relevant rules and clauses.

Thank you in advance.

Definition of Company Secretary

As per Section 2(24) of The Companies Act 2013, 'company secretary' or 'secretary' means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980, who is appointed by a company to perform the functions of a company secretary under this Act.

Requirement for a Whole Time Company Secretary

Every listed company and every other company having a paid-up share capital of rupees 10 crores or more shall have a whole-time company secretary on their board. You may check with your auditor for further details.

Company Secretary Employment Options

Our company's capital investment is approximately 500 crore. However, the question is:

- Is there a mandate for the Company Secretary (CS) to remain on the role?
- Can we hire on a monthly retainership basis with yearly renewals?
- Can we take services from him/her with charges paid?
- Can we show a full-time member on the board?

Note: For the past two years, we have been paying him/her the monthly retainership fee, increasing the payout on a yearly basis. If the law is silent on this matter, can we continue as we have done before?

Dear Prem, the law is definitely not silent, and you are required by law to have a full-time Company Secretary on board. You cannot do it with a part-timer or on-call/professional services basis.

There are few companies doing that, basically because the government has not cracked down on the practice. However, it is a matter of time before they send you a show cause and start to penalize you. So I suggest you give up the practice and appoint a full-time person as required under the law.