Can a Company Secretary of Holding company be appointed in more than one of its subsidiary companies?

The answer is "NO" according to me.

First who is a Company Secretary and who is a KMP?

2 (24) "company secretary" or "secretary" means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) who is appointed by a company to perform the functions of a company secretary under this Act;

2 (51) "key managerial personnel", in relation to a company, means—

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; 

[(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and

(vi) such other officer as may be prescribed

Applicability:
Section 203(3) of the Companies Act, 2013, states: “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 Board:

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:

This indicates that a KMP can hold a position in more than one company only if it is a subsidiary.

ANALYSIS:

• The ambiguity lies in whether "subsidiary" should be interpreted as singular or plural.

• Applying the general rule of ejusdem generis, the section creates a restrictive provision where it states there can be more than one only if it is a subsidiary, so being more than one it should be taken to closest number two and not more than that. 

• Supporting this, the ICSI eCSIN Guidelines clarify that a Company Secretary may hold a position in a holding company and one additional subsidiary or step-down subsidiary.

CONCLUSION:
Therefore, based on these guidelines, a Company Secretary cannot be appointed in more than one subsidiary.

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From the desk of CS Sharath