Specimen Letter of Offer explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Company Secretary as KMP
Under Section 203 of the Companies Act, 2013: every listed company and every company having paid-up share capital of Rs. 10 crore or more must appoint a whole-time Company Secretary as a Key Managerial Personnel (KMP). The CS must be a member of the Institute of Company Secretaries of India (ICSI) — holding ACS or FCS. The appointment is made by the Board of Directors and the offer letter sets out the terms and conditions of employment. The CS's role includes: compliance management, board support, shareholder relations, corporate governance, and statutory filings.
Specimen Offer Letter
Date:
LETTER OF OFFER — COMPANY SECRETARY
Dear Mr./Ms. ,
With reference to your application and subsequent interview, we are pleased to offer you the position of Company Secretary (Key Managerial Personnel) at on the following terms:
1. Designation: Company Secretary (KMP under Section 203)
2. Reporting To: Board of Directors / Managing Director
3. Date of Joining:
4. Place of Work: , with travel as required.
5. Probation: [3/6] months. Confirmation subject to satisfactory performance.
6. Remuneration (CTC):
| Component | Monthly (Rs.) | Annual (Rs.) |
|---|---|---|
| Basic Salary | ||
| HRA | ||
| Special Allowance | ||
| PF (Employer) | ||
| Gratuity | ||
| Total CTC |
7. Key Responsibilities: (a) Ensure compliance with Companies Act, SEBI LODR (if listed), and all applicable laws, (b) attend and record minutes of Board and Committee Meetings, (c) manage all ROC/MCA filings and statutory returns, (d) act as Compliance Officer (for listed companies), (e) maintain statutory registers and records, (f) advise the Board on corporate governance, (g) manage shareholder relations and investor grievances, (h) coordinate with auditors, legal advisors, and regulators.
8. ICSI Membership: You must maintain your ICSI membership (ACS/FCS) throughout the employment. Cost of membership and COP (if required): borne by the Company.
9. Notice Period: [1/2/3] months by either party. Salary in lieu of notice at the Company's discretion.
10. Confidentiality: All company information is strictly confidential — survives employment.
11. D&O Insurance: The Company maintains Directors and Officers Liability Insurance covering the CS.
Please sign and return the duplicate copy as acceptance within [7] days.
Congratulations and welcome to .
For
ACCEPTANCE
I, , accept the above offer and agree to the terms.
Signature: ___ | Date: ___
Filing Requirements
(a) File Form DIR-12 (or Form MGT-14 if Board Resolution for KMP appointment is filed) with ROC within 30 days, (b) file Form MR-1 if the CS is designated as Manager or Secretary, (c) update the Register of Directors and KMP (Section 170), (d) for listed companies: disclose the appointment to the stock exchange under SEBI LODR Regulation 30, (e) the CS's ICSI membership number and COP (if in practice) should be verified before appointment.
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.
Key Facts About Specimen Letter of Offer
- Applies in: All states across India, under the relevant central law.
- Mode: Mostly online via the official government portal.
- Typical timeline: Ranges from a few days to a few weeks depending on the case.
- Non-compliance: May attract penalties, interest or late fees.
- Expert help: TaxClue completes the entire process end to end for you.
Which companies must appoint a whole-time Company Secretary?
Under Section 203: (1) Every LISTED company — mandatory, (2) Every company with PAID-UP SHARE CAPITAL of Rs. 10 crore or more — mandatory. For other companies: appointment is optional but recommended. The CS must be a MEMBER of ICSI (ACS or FCS). The CS is classified as a KEY MANAGERIAL PERSONNEL (KMP) — along with MD/CEO and CFO. Non-appointment when mandatory: penalty under Section 203(5) — Rs. 5 lakh on the company and Rs. 50,000-5 lakh on every director in default.
What qualifications are required for a Company Secretary?
The CS must be: (1) A MEMBER of the Institute of Company Secretaries of India (ICSI), holding either ACS (Associate) or FCS (Fellow) membership, (2) NOT disqualified under Section 164 (if also a director), (3) of SOUND MIND and not an undischarged insolvent. ICSI membership requires: passing the CS Professional Programme examinations + completing the practical training. For Company Secretary in Practice (CSP): additionally requires a Certificate of Practice (COP) from ICSI. The whole-time CS employed by a company does NOT need a COP — but must maintain active ICSI membership.
Over 90% of compliance penalties in India arise from missed due dates — timely handling can save businesses thousands of rupees each year.
Specimen Letter of Offer: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.