The following information is given : Item BVM International Limited ABC (Private) Limited Super Grip Tyres Limited Equity Share Capital 8 12 16 Preference Share Capital 5 0 0 Security Premium 24 12 32 Long term Loans fro

CS Executive · Company Law · PYQS · December 2024
The following information is given : Item BVM International Limited ABC (Private) Limited Super Grip Tyres Limited Equity Share Capital 8 12 16 Preference Share Capital 5 0 0 Security Premium 24 12 32 Long term Loans from Banks 40 25 50 Short term loans from Banks 30 10 20 Profit and Loss Account 118 42 25 Total Revenue for FY 2023-24 75 24 65 Status Listed Private Unlisted Based on the above information and referring to the provisions of the Companies Act, 2013 determine, which companies are mandatorily required to appoint a whole-time company secretary and file the return with the Registrar of Companies under the provisions of the Companies Act, 2013. Also, state the appointing authority of the company secretary. Additionally specify, whether the company secretary of Super Grip Tyres Limited can simultaneously act as a company secretary of BVM International Limited, if it is an associate company and not the holding or subsidiary company of Super Grip Tyres Limited.

Answer & Explanation:

According to Companies Act, 2013 read with Rule 8 and Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and every other company with a paid-up capital of Rupees ten crore or more shall appoint a company secretary in the whole-time employment of the company. All the companies are required to file a return on appointment of company secretary who is a Key Managerial Person under section 2(51) of the Act with the Registrar of Companies (ROC) in Form DIR-12. Public companies are also required to file Form MGT-14 with the ROC. Hence, BVM International Limited, being the listed company, ABC (Private) Limited and Super Grip Tyres Limited, the unlisted public company whose paid up share capital is more than 10 crore rupees are mandatorily required to appoint a whole-time company secretary and file Form-DIR 12. Additionally, all companies except ABC (Private) Limited, are required to file Form MGT-14 with the RoC. The appointing authority for company secretary is the Board of directors. Under Section 203(3) of the Companies Act, 2013, a company secretary shall not hold office in more than one company except the subsidiary company. In the given case, it is proposed to appoint the company secretary of Super Grip Tyres Limited as a company secretary of its associate company- BVM International Limited, simultaneously. Such appointment is not allowed under the Act as the company secretary cannot be appointed as a whole-time company secretary in more than one company except the subsidiary company.

Topics: Appointment and Remuneration of Managerial Personnel

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