THE SALIENT FEATURES OF REVISED COMPANIES BILL 2012

MATTER RELATED TO COMPANY SECRETARIES
Appointment of Key Managerial Personnel [Clause 203(1)]

Every company belonging to such class or classes of companies as may be
prescribed shall have the following whole-time key managerial personnel,—
(i) Managing director, or Chief Executive Officer or manager and in their
absence, a whole-time director; and
(ii) Company Secretary.

Unless the articles of a company provide otherwise, an individual shall not be
the chairperson of the company as well as the managing director or Chief
Executive Officer of the company at the same time [Proviso to Clause 203(1)]

Definition of Key Managerial Personnel [ Clause 2(51)]
“Key Managerial Personnel”, in relation to a company, means—
(i) the Chief Executive Officer or the managing director or the manager;
(ii) the Company Secretary;
(iii) the Chief Financial Officer if the Board of Directors appoints him; and (iv) such other officer as may be prescribed;

Every Company Secretary being a KMP shall be appointed by a resolution of
the Board which shall contain the terms and conditions of appointment
including the remuneration. If any vacancy in the office of KMP is created, the
same shall be filled up by the Board at a meeting of the Board within a period
of six months from the date of such vacancy [Clause 203 (2) & (4)]

If a company does not appoint a Company Secretary, the penalty proposed is :
On company – one lakh rupees which may extend to five lakh rupees.
On every director and KMP who is in default – 50,000 rupees and 1,000
rupees per day if contravention continues.