Board Resolution for Appointment of Company Secretary

A company Secretary is a Key Managerial Personnel of the Company. He is an employee of the company, even though he ranks a very high position in the company. Designation of Company Secretary is almost Chief Executive and nearly close to the designation of director. He is regarded as legal expert officer, pursuing mastery in Companies Act, 2013 along with FEMA Act, 1999 also contributing towards Income Tax Act 1960.A company Secretary involves in general decision making of the company and is expected to give lawful opinions whenever needed.

Who is required to appoint a Company Secretary?

Any Company including listed companies having paid up share capital of Rs 5 crores or more is mandatorily required to appoint a company secretary along with following Key Managerial Personnel-

1. Managing director, or Chief Executive Officer or manager and in their absence, a whole-time director;
2. Company Secretary; and
3. Chief Financial Officer

Qualification of Company Secretary

A Company Secretary must be a member of “The Institute of Company Secretaries of India” ICSI duly possessing a certificate of practice number or membership number as the case may be.

Penalty

If a company eligible to appoint a Company Secretary, does not appoints as soon as possible, then it shall possess penalty for same. It it is liable for a fine not less than Rs. 1 Lakh but not exceeding Rs. 5 Lakhs. Additionally, a fine of Rs. 1000 would be levied as fine on each director of the company in the defaulting company.

Procedure for appointment of Company Secretary

The highlights for procedure for appointment of company Secretary is as follows-

1. Conduct of Board Meeting
2. Framing of terms and conditions of appointment of Company Secretary along with other drafts
3. Written consent from proposed Company Secretary is accorded by the Company.
4. In case of listed company, inform the stock exchange within 15 minutes of the board meeting
5. Entry of details of appointment of Company secretary in the register of Key Managerial Personnel
6. Filling of Form DIR-12 within 30 days from the board meeting

Attachments:

1. CTC copy of Board Resolution of appointment
2. Consent letter from CS
3. Any other optional attachment
4. Filling of form MGT-14 within 30 days from the board meeting

Draft Board Resolution for appointment of Company Secretary

CERTIFIED TRUE COPY OF RESOLUTION PASSED IN THE MEETING OF BOARD OF DIRECTORS OF ………………………………………PRIVATE LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT ………………………………………………………………………………ON THHIS DAY………………………………….. COMMENCED AT 11.00 A.M. AND CONCLUDED AT 12:00 P.M

APPOINTMENT OF COMPANY SECRETARY OF THE COMPANY

“RESOLVED  THAT pursuant to provisions of section 203 of Companies act 2013 and Rule 8 and Rule 8A of Companies appointment & remuneration of Managerial Personnel Rules 2014), Mr……………………………….. company secretary (ACS/FCS no …………..) be and is hereby appointed as the whole time Company Secretary of the company with effect from (date) on such terms and conditions as designed and agreed by and between the Board and Company Secretary.

FURTHER RESOLVED THAT  Mr………………………… director of the company be and is hereby authorised to file necessary eforms  and documents with Registrar of the Company and to do all other such acts, deeds and things which are necessary to give effect to above resolution.”

CERTIFIED TRUE COPY

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

…………………………………… PRIVATE LIMITED

…………………….                                                                                   …………………………

Director                                                                                              Director

DIN:……………..                                                                                    DIN:…………………

Date: 

Place: