APPOINTMENT OF COMPANY SECRETARY
IN WHOLE TIME EMPLOYMENT:
As
per section 383A every Company having a paid-up capital of Rs. 5 Crore or more
need to appoint a Company Secretary in Whole Time Employment. If the Company fails
to do so every officer in default shall be punishable with fine upto Rs. 5000
for each day of default.
For
appointment of Company Secretary it is the general practice to appointment him
by passing a board resolution and within 30 days of appointment Form 32 need to
be filed with the respective ROC.
Board Resolution for
Appointment of Company Secretary:
"RESOLVED THAT
pursuant to the provision of Section 383A and other applicable
provision ( including any modification or re-enactment thereof ), if any, of
the Companies Act, 1956 the consent of the Board be and is hereby
accorded to appoint Mr. A holding the prescribed qualification under Section
2(45) of the Companies Act, 1956 read with Rule 2(1) of the Companies (
Appointment and Qualification of Secretary ) Rules, 1988 (as amended from
time to time) as Whole time Secretary of the Company with effect from ------,
to perform the duties which may be performed by a secretary under the
Companies Act, 1956 and any other duties assigned to him by the Board from
time to time.
|
RESOLVED FURTHER THAT Mr. B, Director be and is hereby
authorized to do all the act, deeds and things which are necessary for the
aforesaid appointment and to send the necessary intimation in prescribed form
to Registrar of Companies, NCT of Delhi & Haryana.”
RESIGNATION OF COMPANY
SECRETARY:
The
person appointed as Whole time Secretary (Company Secretary in Whole Time
Employment) may resign from the post by sending his resignation to the board
and complying with the notice period if any mentioned in the appointment letter
or employment contract. After accepting the resignation board authorises one of
the directors to file e-from 32 to the respective ROC for intimation of
resignation to the ROC.
Format of Resignation
Letter:
To,
The
Board of Directors
Abc
Ltd
(Registered
Address of the Company)
Dear
Sir(s)
Subject:
Resignation from the post of Company Secretary
I
undersigned is submitting my resignation from the post of Company Secretary of
Abc Ltd. With effect from (mention effective date). Consider this as my
communication for resignation and notice period as per my employment contract.
Please
acknowledge the receipt of this and arrange for the formalities of
authorisation and filings with ROC in this regard.
Thanks
Name
PROCEDURE MAY BE FOLLOWED IF
FORM 32 NOT FILED BY THE MANAGEMENT AFTER RESIGNATION:
It
is the responsibility of the management means the directors of the Company to
file form 32 with the ROC after resignation of Company Secretary, but if the
management fails to do so, The Company Secretary may communicate the same to
the respective roc with the copy of his resignation and acknowledgement of its
receipt given by management (if any) along with the copy of employment
agreement or appointment letter. ROC will take the action at its own.
The information given in this blog is the personal
understanding of the writer and shall not be used as a conclusive material the
content stated/mentioned here is subject to changes by respective government/authorities
in the applicable laws. Writer shall not be liable for any direct
or indirect damages caused to any person acting solely on/based upon the
information provided herein.
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