Search Resolutions Here

Draft Board Resolution Appointment of Company Secretary (CS)

In accordance with Section 203(1) of the Companies Act, 2013 read with Rules 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and a company (whether public or private) which has a paid up share capital of five crore rupees or more shall have a whole-time company secretary.

draft board resolution for appointment of company secretary
In accordance with Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity shall appoint a qualified company secretary as the compliance officer; and

In accordance with Regulation 30 read with Clause 7 of Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015, the listed entities are also required to intimate the appointment of the CS to the stock exchanges where the company is listed.


The following templates of board resolution for appointment of CS can be referred while drafting.


SAMPLE #1
(Listed Company)

#. Appointment of Compliance Officer / Company Secretary (CS) of the Company

“RESOLVED THAT pursuant to the provisions of Section 203(1) of the Companies Act, 2013 (the "Act") read with Rule 8 & 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and any other applicable provisions of the Act and rules framed thereunder, including any amendments thereto or re-enacted thereof from time to time, Ms. / Mr. ............................, Memb. No. ................., be and is hereby appointed as the "Company Secretary" of the Company (CS) on the terms and conditions including the terms of remuneration as per the appointment letter placed before the meeting, as recommended by the Nomination and Remuneration Committee.

FURTHER RESOLVED THAT pursuant to Regulations 6 and 30 read with Clause 7 of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015, Ms. / Mr. ............................, be and is hereby further designated and appointed as the "Compliance Officer" of the Company and authorized to make all the compliances as may be applicable to the Company under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, various other SEBI regulations, Securities Contracts (Regulation) Act 1956, Industrial and Labour laws as may be applicable to the Company from time to time.

FURTHER RESOLVED THAT the Company Secretary and Compliance officer be and is hereby authorized to sign various documents and file form(s)/ return(s) on behalf of the Company, as may be necessary, and to do all such acts, deeds, things and matters incidental to the position as per the Act and rules made thereunder and under proper instructions/ authorization from the Managing Director or Chairman of the Company.

FURTHER RESOLVED THAT Ms. / Mr. ............................, Managing Director of the Company be and is hereby authorised to sign and submit necessary form(s)/ return(s) for the appointment of Company Secretary with the Registrar of Companies, ..............., to intimate the same to the appropriate authorities/ regulatory bodies and to do all such acts and deeds as may be necessary in this regard.”

........................................................

SAMPLE #2
(Unlisted Company)

#. Appointment of Company Secretary (CS) of the Company

“RESOLVED THAT pursuant to the provisions of section 203(1) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and any other rules made under the Act, including any amendments thereto for the time being in force, Ms. / Mr. ............................, Memb. No. ........................., be and is hereby appointed as the "Company Secretary" of the Company (CS) on the terms and conditions as per the appointment letter placed before the Board.

FURTHER RESOLVED THAT (Name of the Director/ Officer), (Designation) of the Company be and is hereby authorised to sign and submit necessary form(s) with the Registrar of Companies, ............... intimating about this appointment and to do all such acts and deeds as may be necessary in this regard.”



..............................................................

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. Lalita Jain8/23/2019

    Thank you very much for this

    ReplyDelete

Post a comment

Leave Your Comments Here