Draft Board Resolution for Officer in Default


As per the provisions of Section 2(60) of the Companies Act 2013 officer who is in default‖, for the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any penalty or punishment by way of imprisonment, fine or otherwise, means any of the following officers of a company, namely:—

(i)   whole-time director;
(ii)  key managerial personnel;
(iii) where there is no key managerial personnel, such director or directors as specified by the Board in this behalf and who has or have given his or their consent in writing to the Board to such specification, or all the directors, if no director is so specified;
(iv) any person who, under the immediate authority of the Board or any key managerial personnel, is charged with any responsibility including maintenance, filing or distribution of accounts or records, authorises, actively participates in, knowingly permits, or knowingly fails to take active steps to prevent, any default;
(v) any person in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act, other than a person who gives advice to the Board in a professional capacity;
(vi) every director, in respect of a contravention of any of the provisions of this Act, who is aware of such contravention by virtue of the receipt by him of any proceedings of the Board or participation in such proceedings without objecting to the same, or where such contravention had taken place with his consent or connivance;
(vii)in respect of the issue or transfer of any shares of a company, the share transfer agents, registrars and merchant bankers to the issue or transfer;

Draft Board Resolution for Officer in Default

"RESOLVED THAT pursuant to Section 2(60) of the Companies Act, 2013, Shri _________ of the Company, who has given his consent dated .......…., and placed before the Board, initialed by the Chairman for purposes of identification, be and is hereby charged with the responsibility of compliance with the provisions of Companies Act, 2013."

"RESOLVED FURTHER THAT ________________ of the Company be and is hereby authorized to file return electronically in prescribed e-Form with the Registrar of Companies, ………. in respect of the aforesaid resolution."

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