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Board Resolution Appointment of Practicing Company Secretary

Even if the obtaining of a secretarial audit report is not mandatory on the company under section 203 of the Companies Act 2013, as a good governance practice the company can still engage the services of a company secretary in practice (PCS).

board resolution for appointment of practicing company secretary
The PCS can be appointed for conducting audit of secretarial records if the company is already maintaining secretarial records and doing the filings or else the PCS can be assigned with the responsibilities of various compliances under corporate law and relevant laws as may be applicable on the company and as may be agreed between the company and PCS for rendering of services.


Template of board resolution appointment of practicing company secretary is as under—


SAMPLE #1

#. Appointment of Practicing Company Secretary

The Managing Director informed the Board that presently the company is not under mandatory obligation to appoint a Company Secretary in whole time employment as prescribed under Section 203 of the Companies Act, 2013, and neither is required to obtain a secretarial audit report for the company given by a company secretary in practice in terms of Section 204 of the Companies Act, 2013.

The Board was further appraised that as the company is scaling up day by day, the secretarial works under corporate law and other relevant laws are also increasing. The Board was advised to consider appointment of a Company Secretary in practice to carry out such activities for the company, to ensure proper compliance of the corporate laws in a timely manner.

The appointment of M/s. ............... & Associates, Practising Company Secretaries (CP No./ Firm No. ...................) was recommended on a yearly retainership basis for carrying out secretarial assignments under Companies Act and relevant laws. The Managing Director further informed that M/s. ............... & Associates is a reputed secretarial firm with ...years of expertise in major secretarial works and audit of various companies.

The Board considered the same and passed the following resolution unanimously:

“RESOLVED THAT M/s. ............... & Associates, Practising Company Secretaries (CP No./ Firm No. ...................) be and is hereby appointed, to carry out various secretarial assignments under the Companies Act 2013 and rules made thereunder, for the financial year .........., on a remuneration of Rs. ............ per annum plus applicable tax and out of pocket expenses that may be incurred.”

“RESOLVED FURTHER THAT M/s. ............... & Associates, Practising Company Secretaries (CP No./ Firm No. ...................) be and is hereby authorised to file the forms and submit required documents with the Registrar of Companies, .................., Regional Directors at ................ and Ministry of Corporate Affairs, and to appear before such authorities as and when necessary in this regard, on behalf of the company.”

“RESOLVED FURTHER THAT the Managing Director be and is hereby authorised to issue appointment letter, and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”



SAMPLE #2

#. To Appoint a Practicing Company Secretary (PCS) for Secretarial Compliances

“RESOLVED THAT M/s. ............... & Associates, Practising Company Secretaries (CP No./ Firm No. ...................) be and is hereby appointed, for the financial year .........., on a remuneration of Rs. ............ per annum plus applicable tax and out of pocket expenses that may be incurred.

RESOLVED FURTHER THAT M/s. ............... & Associates, Practising Company Secretaries (CP No./ Firm No. ...................) be and is hereby authorised to do the followings, on behalf of the company:
1) to ensure compliance of the Companies Act 2013 and rules framed thereunder;
2) to conduct secretarial audit of the company;
3) to file the forms with the Registrar of Companies, .................., Regional Directors at ................ and Ministry of Corporate Affairs, as and when necessary in a timely manner;
4) to appear before the above mentioned authorities as and when necessary in this regard;
5) to advise the Board and senior management, from time to time, compliance of various corporate laws in India.”


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Relevant Resolution:

Board Resolution for Appointment of Secretarial Auditor - available here

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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

Comments

  1. Ayoush Singh10/31/2019

    thanks for the board resolution format

    ReplyDelete

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