On 16 July 2026, the Institute of Company Secretaries of India (ICSI) submitted a representation to the Ministry of Corporate Affairs (MCA) seeking amendment of Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Institute has recommended extending the requirement for appointment of a Whole-time Company Secretary to companies with substantial outstanding borrowings, irrespective of their paid-up share capital.
Key Takeaways:
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ICSI has urged the Ministry of Corporate Affairs to amend Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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The representation seeks introduction of an additional borrowing-based criterion for mandatory appointment of a Whole-time Company Secretary.
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Currently, a Whole-time Company Secretary is mandatory for every private company having a paid-up share capital of ₹10 crore or more.
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ICSI has proposed that companies with outstanding borrowings exceeding ₹50 crore at any time during a financial year should also be required to appoint a Whole-time Company Secretary.
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The proposed borrowing threshold would cover both secured and unsecured borrowings from banks, financial institutions, debenture holders, related parties and other persons.
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Under the proposed framework, a company would be required to appoint a Whole-time Company Secretary if it has:
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paid-up share capital of ₹10 crore or more; or
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outstanding borrowings exceeding ₹50 crore at any time during a financial year.
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ICSI noted that several private companies, start-ups and closely held entities currently remain outside the existing requirement despite handling substantial borrowings and financial exposure.
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According to ICSI, appointment of a qualified Company Secretary in companies with significant borrowings would strengthen corporate governance and regulatory compliance, while improving transparency and accountability in dealings with lenders, creditors and other stakeholders.
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ICSI stated that the proposal would help reduce instances of non-compliance and governance failures, improve board processes, documentation and secretarial standards, and promote better risk management.
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ICSI pointed out that the existing governance framework under the Companies Act, 2013 already uses the ₹50 crore borrowing threshold for requirements relating to Audit Committees, Nomination and Remuneration Committees and Independent Directors in certain classes of public companies.
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According to ICSI, linking governance requirements with financial exposure is consistent with the existing legislative approach under company law.
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The Institute has urged the MCA to examine the proposal and suitably amend Rule 8A in the larger interests of investors, creditors, regulators and the corporate sector.
[ICSI Representation to MCA, dated 16-7-2026]
