(a)    managing director, or Chief Executive Officer or manager and in their absence, a whole-time director

(b)    company secretary; and

(c)    chief financial officer

The Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which was notified on 31 ^st March, 2014 prescribed that,

“Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. “

It is notable that under section 383A of the Companies Act, 1956 and rules made thereon, the limit of paid-up share capital to have a whole-time company secretary was Rs. five crores.

Institute of Company  Secretaries of India (ICSI) had made several representations to the Ministry ofCorporate Affairs (MCA) on this matter. One of the suggestions by ICSI was that companies with at least 5 crores of paid up capital must have at least a company secretary.

MCA has by Notification dated 9 ^th June, 2014 has amended the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 by inserting a new rule 8A as under:

“ 8A . Appointment of CompanySecretaries in companies not covered under rule 8. —A company other than acompany covered under rule 8 which has a paid up share capital of five crore rupees or more shall have a whole-time company secretary.”

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