PQR Ltd. wants to remove Nayan, Company Secretary of the Company because he has cheated to the Company for ₹50.00 lakhs during the course of his employment of last three years. Advise the Company for removing the Company

A company secretary can be removed or dismissed like any other employees of the organization. Since he is appointed by Board, the Board of directors of a company has absolute discretion to remove a company secretary or to terminate his services at any time for any reason or without any reason. However, principles of natural justice like show cause notice, hearing, reasoned order etc. must be followed. A Company Secretary can be removed in accordance with the terms of appointment and the Board can record the same. The procedure for removal of Company Secretary is: Convene a Board meeting after giving notice to all the directors of the company as per section 173 of the Companies Act, 2013, place the matter of removal of the Company Secretary and pass a resolution to the effect. The resolution shall state the effective date of termination of the Company Secretary. The Company shall thereafter serve a notice of termination on the Company Secretary. The period of notice shall be governed by the employment letter or in its absence the termination policy of the Company. The Company Secretary shall cease to be in office from the date of expiry of notice. File E-Form DIR-12 within 30 days with the Registrar of Companies together with requisite filing fees along with evidence of Cessation. Inform the stock exchange, if the company is listed. The Company shall also intimate the Institute of Company Secretaries of India regarding the professional misconduct of the Company Secretary. Make entries in the Register maintained for recording the particulars of Company Secretaries under section 170 of the Companies Act, 2013. Issue a general public notice, if it is so warranted, according to size and nature of the company. Thus, PQR Ltd. has to follow above procedures.