Draft Board Resolution for Appointment of Company Secretary


Draft Board Resolution for Appointment of Company Secretary

As per the provisions of Section 203 of the Companies Act, 2013 every public company having paid up capital of Rs. 10.00 crores or more shall have the following whole-time Key Managerial Personnel (KMP):

(i)  ManagingDirector, or Chief Executive Officer or manager and in their absence, a whole-time director;
(ii)    Company Secretary; and
(iii)   Chief Financial Officer (CFO)

In compliance of the said provisions it is proposed to appoint Shri _______ as a Company Secretary.   

RESOLVED THAT pursuant to Section 2(24) & Section 203 read with rule made there under and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force Shri _________ an Associate/Fellow Member of the Institute of Company Secretaries of India, who possess the requisite qualification as prescribed under the Companies (Appointment and Qualifications of Secretary) Rules, 1988, be and is hereby appointed as Company Secretary w.e.f. _______ (enter date here) at a monthly remuneration of Rs. _________ to perform the duties of a Secretary as required under the Companies Act, 2013 and any other duties assigned by the Board of Directors from time to time

FURTHER RESOLVED THAT the remuneration payable to Shri _________ may be revised from time to time by the Board of Directors or any Remuneration Committee that may be formed for this purpose.

FURTHER RESOLVED THAT Shri __________ be and is hereby authorized to file Form DIR-12, Form MR-1, Form MGT 14 and any other Forms as may be required with the Registrar of Companies and to do all such acts, deeds, things etc. as may be required to implement the above resolutions.

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