Appointment of Company Secretary Latter Edited

XYZ PRIVATE LIMITED


CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (XYZ PRIVATE LIMITED) HELD ON (DAY), (DATE) AT (TIME) AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS)

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 Mr. X 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. (DATE) at a monthly remuneration of Rs. (AMOUNT) 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 MR. X 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 MR. X 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.

 

//CERTIFIED TRUE COPY//

For XYZ PRIVATE LIMITED

 

X

Director

DIN: 0124564

Address: ABC, DELHI-110083

CIN: ................................

Add:123, Delhi-123456

Email: monetic.corp@gmail.com


The Institute of Company Secretaries of India (ICSI) is a body that regulates the rules for company secretaries. A company secretary is a person included in different compliance and legal aspects of a company.

The role of CS is to maintain the books of accounts, audit the tax return, and provide advice to the board of directors related to the legal and financial risks of the company. They ensure that the company will comply with all the regulations set by the authority.

Roles and Responsibilities of a CS

The appointed CS must perform the following functions that are provided in the Section 205 of the Act:

  • Must report to the board of directors about the compliance statement of the company.
  • Ensure that company is complying with all the secretarial standards
  • Complete other duties, as prescribed by the company board of directors from time to time.

Process of Appointing a Company Secretary

As per the Section 203 of the companies act, 2013 and Rules 8 and 8A of Companies Rules 2014 state that the following companies must appoint a CS:

  • Issue a notice to all the board of directors to commence a board meeting.
  • File Form MGT-14 and DIR-12 within 30 days from the date of appointment. Inform the Registrar of Companies about the appointment.
  • Manage a proper register of directors and other key personnel after the registration of the company secretary.
  • For a listed company, inform the stock exchange where the shares of a company are listed.

Note: Company Secretary cannot hold more than one company at a time. But he/she can hold a subsidiary company simultaneously.

 

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