Do you wish to appoint a secretary of a producer company ?

Check whether your producer company is having an average annual turnover exceeding Rs.5 crores in each of three consecutive financial years and, if so, appoint a whole-time secretary.

If your producer company fails to follow with the requirement of appointing a whole-time secretary as above.

Note that in any proceedings against a person in respect of an offense of failure to appoint a whole-time secretary.

Convene a board meeting the notice of which shall be given by the chief executive of your company in writing to every director of the company for the time being in India, and to every other director at his usual address in India, not less than 7 days prior to the date of the said meeting to decide about the appointment of secretary.

It is the part of the chief executive of your company to give notice of the board meeting as same.

Ensure the quorum of the board meeting of one-third of the total strength of directors of your company, subject to a minimum three directors is present.

Hold the board meeting and proceed a declaration is appointing the secretary and confirming the terms and conditions of his services.

Ensure that the interests of directors are disclosed in conformity with the provisions of section 299 and 305 of the 1956 act.

Also remember that every director who differs the provisions of section 184 of the 2013 act will be liable to vacate his office.

If a person is appointed as a secretary then he needs to disclose his interest in other entities. If he is a director in other companies then there is no requirement to intimate the companies, where he is a director of his decision as a CS simpliciter in the second company. This provision is different from section 305 of the 1956 act.

If your company is a producer company, then for appointment of a whole-time secretary follow the new provisions of section 581X of the 1956 act.

Obtains approval of Nomination and Remuneration Committee under section 178 (2) of the 2013 act, wherever applicable.

Intimate the stock exchange if your company is listed, of the appointment of the CS as he is a KMP under section 2(51) read with section 203 of the 2013 act.

A CS is a KMP and is required to make disclosure of interest.

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