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A Company Secretary appointed in a public company is appointed by the:
Question

A Company Secretary appointed in a public company is appointed by the:

A.

Shareholders

B.

Public

C.

Board of Directors

D.

Government

Correct option is C


The correct answer is (c) Board of Directors. According to the Companies Act, 2013, specifically Section 203, every listed company and certain prescribed classes of public companies must appoint a full-time Company Secretary. The authority to make such appointments rests with the Board of Directors through a resolution passed at a duly convened board meeting. The Company Secretary, being a Key Managerial Personnel (KMP), reports directly to the Board and is responsible for ensuring compliance with legal, regulatory, and secretarial requirements. Shareholders do not appoint the Company Secretary; they appoint directors. The government also does not appoint CS except in rare cases involving government-owned enterprises where internal rules apply. Hence, the Board of Directors is the official appointing authority.
Information Booster
1. A Company Secretary (CS) is considered a Key Managerial Personnel (KMP) under Section 2(51) of the Companies Act, 2013.
2. Appointment of CS must be done through a Board Resolution and must be filed with the ROC using Form DIR-12.
3. A CS ensures statutory compliance—annual filings, board meetings, minutes, registers, etc.
4. Only a member of ICSI (Institute of Company Secretaries of India) can be appointed as a CS.
5. Private companies are required to appoint a CS only if they meet prescribed thresholds (paid-up capital criteria).
Additional Information
· (a) Shareholders Incorrect because shareholders elect directors, not key managerial personnel. They do not directly appoint the CS.
· (b) Public The general public has no role in appointments within a company; hence this option is incorrect.
· (d) Government Incorrect except for government companies where internal rules apply, but even there, the Board usually formalizes the appointment.

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