Mandatory Appointment of Company Secretary:
Since the amendment to the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014 has been made by MCA by exercising powers conferred to it under Section 203 (1) [Power to prescribe class of companies to have whole time key managerial personnel] read with Section 2 (51) (Defines who are Key Managerial personnel) and 469 (Power to notify rules). There is no doubt left that as per Rule 8 as notified on 1st April, 2014 and Rule 8A as notified on 09th June, 2014, “COMPANY SECRETARY APPOINTED EITHER PURSUANCE TO RULE 8 OR RULE 8A, SHALL BE KEY MANAGERIAL PERSONNEL.“
Non-Mandatory Appointment of Company Secretary:
Further Section 203 (1) lays down provisions for mandatory appointment of Key Managerial Personnel. If any company appoints any of the key managerial personnel as defined under Section 2 (51) of the Act on voluntary basis not on mandatory basis, such person shall also be treated as Key Managerial Personnel (KMP) and shall enjoy the Status of KMP as well carry the Liabilities of KMP, wherever prescribed under the Act. One major difference between Section 203 (1) and 2 (51) is that appointment of Whole Time Director is not mandated by Section 203 (1) in prescribed companies while Whole Time Director shall also be KMP, in whatever company he is appointed so.
