What is the Rule 8 for appointment of company secretary?

What is the Rule 8 for appointment of company secretary?. Yes, it is mandatory to appoint whole time company secretary if any company is falling under criteria of section 203 of the companies Act 2013. In case of failure to do so company and its officers in default will get penalised for the same. 
Section 203 of the Companies Act, 2013 deals with the appointment of key managerial personnel (KMP) in certain classes of companies to ensure effective corporate governance. It mandates that specified companies, such as listed companies and other prescribed classes, must appoint a Managing Director (MD) or Chief Executive Officer (CEO) or Manager, a Company Secretary (CS), and a Chief Financial Officer (CFO). These appointments must be made by the Board of Directors and should not result in any conflict of interest
Applicable Provisions
The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the MCA adjudication of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (ER), Hyderabad, for consideration.
Facts of the Case with ROC and RD
In Vattikuti Technologies Private Limited, concerned ROC had passed adjudication order dated 10.11.2023 for violation of section 203 of the companies Act 2013. 
ROC in his adjudication order stated that the company has filed a Suo moto adjudication application on 17.08.2023 regarding the non-appointment of whole-time company secretary. The company had submitted that it had not appointed a whole-time company secretary from 16.02.2011 to 31.03.2019 (2966 days delay), thereby violated the provisions of section 383A of the companies Act 1956 and section 203 of the companies Act 2013. The company has subsequently appointed a company secretary from 01.04.2019.
The Registrar of Companies (ROC) imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD) and an opportunity of being heard was given by the RD to appellants on 01.02.2024.The authorised representative on the behalf of the company.
Imposed Penalty
Considering all the facts, circumstances and all the submission made by the company, the adjudicating authority had imposed penalty on companies and officers in default as follows:

Violation of Section
To whom penalty imposed
Maximum Penalty

Section 203 of the companies Act 2013 
On Company
 5,00,000

On 4 Director
 5,00,000

On 2 directors
 4,57,000

Reduction in Penalty
Taking into the consideration the adjudication order of the ROC and the submission made by the appellant in his application as well as the oral submissions of the authorised representative the then RD upon the hearing had reduced the penalty (as imposed by ROC) to 15% i.e. for the company and 3 officers amounting to Rs 75,000 each and for 2 officers Rs. 68,550 each.
Any Benefit of Section 446B of Companies Act
Section 446B of the Companies Act, 2013 provides a significant relief mechanism for small companies and start-ups by reducing the penalty burden for certain non-compliances. Under this provision, if a small company or a start-up commits a default for which a penalty is prescribed under the Act, the penalty imposed shall not be more than half of the specified penalty, subject to a maximum limit. In this adjudication matter of Vattikuti Technologies Private Limited company does not fall under the criteria of section 446B of the companies Act 2013.
Observations:
In conclusion, the appeal under Section 454(5) of the Companies Act, 2013, was carefully examined by the Regional Director and considering all the fact and circumstances RD reduce the penalty amount for both company and officers in default. This demonstrates that the on Suo moto application RD can be lenient while imposing penalties.
Download MCA Adjudication Order:

Yes, it is mandatory to appoint whole time company secretary if any company is falling under criteria of section 203 of the companies Act 2013. In case of failure to do so company and its officers in default will get penalised for the same.

Section 203 of the Companies Act, 2013 deals with the appointment of key managerial personnel (KMP) in certain classes of companies to ensure effective corporate governance. It mandates that specified companies, such as listed companies and other prescribed classes, must appoint a Managing Director (MD) or Chief Executive Officer (CEO) or Manager, a Company Secretary (CS), and a Chief Financial Officer (CFO). These appointments must be made by the Board of Directors and should not result in any conflict of interest

Applicable Provisions

The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the MCA adjudication of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (ER), Hyderabad, for consideration.

Facts of the Case with ROC and RD

In Vattikuti Technologies Private Limited, concerned ROC had passed adjudication order dated 10.11.2023 for violation of section 203 of the companies Act 2013.

ROC in his adjudication order stated that the company has filed a Suo moto adjudication application on 17.08.2023 regarding the non-appointment of whole-time company secretary. The company had submitted that it had not appointed a whole-time company secretary from 16.02.2011 to 31.03.2019 (2966 days delay), thereby violated the provisions of section 383A of the companies Act 1956 and section 203 of the companies Act 2013. The company has subsequently appointed a company secretary from 01.04.2019.

The Registrar of Companies (ROC) imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD) and an opportunity of being heard was given by the RD to appellants on 01.02.2024.The authorised representative on the behalf of the company.

Imposed Penalty

Considering all the facts, circumstances and all the submission made by the company, the adjudicating authority had imposed penalty on companies and officers in default as follows:

Violation of Section	To whom penalty imposed	Maximum Penalty
Section 203 of the companies Act 2013	On Company	5,00,000
	On 4 Director	5,00,000
	On 2 directors	4,57,000

Reduction in Penalty

Taking into the consideration the adjudication order of the ROC and the submission made by the appellant in his application as well as the oral submissions of the authorised representative the then RD upon the hearing had reduced the penalty (as imposed by ROC) to 15% i.e. for the company and 3 officers amounting to Rs 75,000 each and for 2 officers Rs. 68,550 each.

Any Benefit of Section 446B of Companies Act

Section 446B of the Companies Act, 2013 provides a significant relief mechanism for small companies and start-ups by reducing the penalty burden for certain non-compliances. Under this provision, if a small company or a start-up commits a default for which a penalty is prescribed under the Act, the penalty imposed shall not be more than half of the specified penalty, subject to a maximum limit. In this adjudication matter of Vattikuti Technologies Private Limited company does not fall under the criteria of section 446B of the companies Act 2013.

Observations:

In conclusion, the appeal under Section 454(5) of the Companies Act, 2013, was carefully examined by the Regional Director and considering all the fact and circumstances RD reduce the penalty amount for both company and officers in default. This demonstrates that the on Suo moto application RD can be lenient while imposing penalties.