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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Empowerment of the Company Secretary Profession

Greenfield Agro Producer Company Ltd has had an average annual turnover of Rs 7 crore in each of the last three consecutive financial years and has no whole-time secretary. The Board proposes to appoint its senior accountant, a commerce graduate who is not a member of ICSI, to the post. Under the Companies Act, 2013, what is the position?

A Producer Company with average annual turnover above Rs 5 crore in each of three consecutive years must have a whole-time secretary, and that person must be a member of ICSI. A non-member accountant cannot be appointed, whatever the Board resolves.

  1. AThe appointment is valid, as any graduate may be appointed whole-time secretary
  2. BThe appointment is not permissible, as only a member of ICSI can be appointed whole-time secretary of such a Producer CompanyCorrect
  3. CThe appointment is valid if the Board passes a resolution approving it
  4. DThe company need not appoint any secretary because Producer Companies are exempt

Explanation

Section 378X requires a Producer Company with average annual turnover above Rs 5 crore (or the prescribed amount) in each of three consecutive years to have a whole-time secretary. No individual can be appointed unless he is a member of ICSI. A Board resolution cannot override this, and the exemption option is wrong because the turnover threshold is crossed.

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