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Club CEO

CSoC King
CSoC King
COMPANIES BILL 2011 TABLED IN LOK SABHA....... 29 chapters, 448 Sections. SPECIAL FEATURES FOR CS PROFESSION (a real boost to CS students preparing for CS Exam Dec 2011) : Secretarial Audit Mandatory for All listed Companies, Secretarial Audit by PCS. Compliance with SS1 and SS2 mandatory for listed companies. Key Managerial Personnel mandatory for certain classes of companies...KMP means MD/CEO and CS.......CFO provision dropped. Separate Section & Schedule for Corp. Social Responsibility. Annual return of all companies to be signed by Director and CS, and if no CS, then by a Director & PCS....Appointment of CS only by Board Resolution, with remuneration. company in any other capacity.

Section 203. (1) Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,—
(i) managing director, or Chief Executive Officer or manager and in their absence,
a whole-time director; and
(ii) company secretary:

Provided that unless the articles of such a company provide otherwise, an individual shall not be the chairperson of the company as well as the managing director or Chief Executive Officer of the company at the same time.

(2) Every whole-time key managerial personnel of a company shall be appointed by
means of a resolution of the Board containing the terms and conditions of the appointment including the remuneration.
(3) A whole-time key managerial personnel shall not hold office in more than one
company except in its subsidiary company at the same time:
Provided that nothing contained in this sub-section shall disentitle a key
managerial personnel from being a director of any company with the permission of the

Provided further that whole-time key managerial personnel holding office in more than
one company at the same time on the date of commencement of this Act, shall, within a period of six months from such commencement, choose one company, in which he wishes to continue to hold the office of key managerial personnel:

Provided also that a company may appoint or employ a person as its managing director, if he is the managing director or manager of one, and of not more than one, other company and such appointment or employment is made or approved by a resolution passed at a meeting of the Board with the consent of all the directors present at the meeting and of which meeting, and of the resolution to be moved thereat, specific notice has been given to all the directors then in India.

(4) If the office of any whole-time key managerial personnel is vacated, the resulting
vacancy shall be filled-up by the Board at a meeting of the Board within a period of six
months from the date of such vacancy.
(5) If a comapny contravenes the provisions of this section, the company shall be
punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every director and key managerial personnel of the company who is in default shall be punishable with fine which may extend to fifty thousand rupees and where the contravention is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues.

Section 204.

(1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed.
(2) It shall be the duty of the company to give all assistance and facilities to the
company secretary in practice, for auditing the secretarial and related records of the
(3) The Board of Directors, in their report made in terms of sub-section (3) of
section 134, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report under sub-section (1).
(4) If a company or any officer of the company or the company secretary in practice,
contravenes the provisions of this section, the company, every officer of the comapny or the company secretary in practice, who is in default, shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

Section 205. (1) The functions of the company secretary shall include,—

(a) to report to the Board about compliance with the provisions of this Act, the
rules made thereunder and other laws applicable to the company;
(b) to ensure that the company complies with the applicable secretarial standards;
(c) to discharge such other duties as may be prescribed.

Explanation.—For the purpose of this section, the expression “secretarial standards”
means secretarial standards issued by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved by the CentralGovernment.



means we have a very good profession ....

It will not affected on currently CS Profession ..?


Neeta Razz

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