Company Secretary as KMP
Under Section 203 of the Companies Act, 2013: every listed company and every company having paid-up share capital of Rs. 10 crore or more must appoint a whole-time Company Secretary as a Key Managerial Personnel (KMP). The CS must be a member of the Institute of Company Secretaries of India (ICSI) — holding ACS or FCS. The appointment is made by the Board of Directors and the offer letter sets out the terms and conditions of employment. The CS's role includes: compliance management, board support, shareholder relations, corporate governance, and statutory filings.
Specimen Offer Letter
[Illustrative format]
[Company Name]
[Registered Office Address]
Date: [Date]
LETTER OF OFFER — COMPANY SECRETARY
Dear Mr./Ms. [Name],
With reference to your application and subsequent interview, we are pleased to offer you the position of Company Secretary (Key Managerial Personnel) at [Company Name] on the following terms:
1. Designation: Company Secretary (KMP under Section 203)
2. Reporting To: Board of Directors / Managing Director
3. Date of Joining: [Date]
4. Place of Work: [Registered Office Address], with travel as required.
5. Probation: [3/6] months. Confirmation subject to satisfactory performance.
6. Remuneration (CTC):
| Component | Monthly (Rs.) | Annual (Rs.) |
|---|---|---|
| Basic Salary | [Amount] | [Amount] |
| HRA | [Amount] | [Amount] |
| Special Allowance | [Amount] | [Amount] |
| PF (Employer) | [Amount] | [Amount] |
| Gratuity | [Amount] | [Amount] |
| Total CTC | [Amount] | [Amount] |
7. Key Responsibilities: (a) Ensure compliance with Companies Act, SEBI LODR (if listed), and all applicable laws, (b) attend and record minutes of Board and Committee Meetings, (c) manage all ROC/MCA filings and statutory returns, (d) act as Compliance Officer (for listed companies), (e) maintain statutory registers and records, (f) advise the Board on corporate governance, (g) manage shareholder relations and investor grievances, (h) coordinate with auditors, legal advisors, and regulators.
8. ICSI Membership: You must maintain your ICSI membership (ACS/FCS) throughout the employment. Cost of membership and COP (if required): borne by the Company.
9. Notice Period: [1/2/3] months by either party. Salary in lieu of notice at the Company's discretion.
10. Confidentiality: All company information is strictly confidential — survives employment.
11. D&O Insurance: The Company maintains Directors and Officers Liability Insurance covering the CS.
Please sign and return the duplicate copy as acceptance within [7] days.
Congratulations and welcome to [Company Name].
For [Company Name]
[Authorized Signatory Name, Designation]
ACCEPTANCE
I, [Name], accept the above offer and agree to the terms.
Signature: ___ | Date: ___
Filing Requirements
(a) File Form DIR-12 (or Form MGT-14 if Board Resolution for KMP appointment is filed) with ROC within 30 days, (b) file Form MR-1 if the CS is designated as Manager or Secretary, (c) update the Register of Directors and KMP (Section 170), (d) for listed companies: disclose the appointment to the stock exchange under SEBI LODR Regulation 30, (e) the CS's ICSI membership number and COP (if in practice) should be verified before appointment.
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.