06 December 2012
Hi, sec. 292 of the companies act specifies certain powers should be exercised only at the board meeting but it does not says about the appointment of Company Secretary only in Board meeting my question is Whether a company secretary can be appointed through circular resolution? .The companies act didn’t mandates the appointment of CS thro BM but secretarial standard- 1 on meeting of Board of directors specifies that CS should be appointed only in BM. My another question If a CS appointed through Circular resolution means ( AOA of the company permits ) how we can file form-32 without Board resolution or we can file it with the circular resolution?? Please clarify in detail.
Sub: Consent for Appointment for the Post of Company Secretary
Dear Sir/Madam
Reference to the subject above, I being a member of the Institute of Company Secretaries of India, herewith submit my consent to act as the Company Secretary of the ...... Limited with effect from today i.e. April 00, 2011.
07 December 2012
DRAFT LETTER FOR PASSING OF RESOLUTION BY CIRCULATION: Date: To, Mr./Ms ………….. DIN………….. Indian Address……
Sub: ………………………………………….
Dear Sir/Madam
It is proposed to pass the resolution on the above mention subject. This cannot wait till the next meeting of the Board of Directors. Accordingly I am sending herewith the following resolution, in duplicate, which is intended to be passed as a resolution by circulation as provided in section 289 of the Companies Act, 1956 for your kind approval.
Resolution No……
“RESOLVED THAT……………………………………..” [Set out the resolution intended to be passed]
Please Tick (√)
For Against
…………… Signature
You are requested to return the duly signed duplicate copy of the same after indicating your assent or dissent to the proposal under your signatures at the registered address of the company at your early convenience.
07 December 2012
DRAFT FORMAT OF APPOINTMENT OF COMPANY SECRETARY
The Chairperson informed the Board that Mr. ......., member of Institute of Company Secretary of India having membership number ACS ....., has shown his desire to act as whole time Secretary of the Company,. The Board discussed the matter and thereafter passed the following resolution unanimously:
“RESOLVED THAT the consent of the Board of Directors be and is hereby accorded to the appointment of Mr. ..... as Company Secretary of the Company under Section 383A of the Companies Act 1956 read with the Companies (Appointment & Qualifications of Secretary) Rules 1988 with effect from 1st April, 2000.
RESOLVED FURTHER THAT Mr. .... Company Secretary be and is hereby authorised to issue notices of the Board Meeting and General Meeting and sign all papers, applications, Resolution and issue certified true copies on behalf of Company as may be required in day to day affairs of the management of the Company including opening of bank account and other operation as may be approved by Board of Director in their meeting.
RESOLVED FURTHER THAT any Director or Company Secretary of the company be and are hereby authorized to sign any e-forms to be filed with the Registrar of the Companies, Regional Director, Company Law Board, Central Government or any other statutory authority and file the same and to do all such acts, deeds and things as may be required or considered necessary or incidental thereto.”
CAclubindia
