Resolution for e-filing to ROC

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

02 February 2011 1. Can any one provide me resolution to authorise Chairman & MD to file necessary e-Forms to ROC, if required on urgency.

2.Also pls send me the draft resolution to authorise CEO, CFO, & CS to certify any resolution for urgent matters

As it's not possible to conduct Board Meeting, esp. to get authorisation for filing e- forms.

Kindly, send your comments and procedures too

Aditya Maheshwari

Aditya Maheshwari (Expert)
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02 February 2011 In the resolution for approval of balance sheet by the board also pass the resolution for authorising the director to sign the relevant forms for efiling of annual returns.

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Jayashree S Iyer

Jayashree S Iyer (Expert)
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02 February 2011 Generally at the time of appointment of Director / Company Secretary itself, a resolution is passed authorising them to do necessary e-filings ROC.

Format -
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“RESOLVED THAT pursuant to section 610B of the Companies Act, 1956 and in supersession of the Board resolution passed on ......... 2009, Mr ........... Managing Director, Mr. ..........., Director (Finance) and Mr. ............... Company Secretary be and are hereby jointly and severally (as the case may be) authorised on behalf of the Company:

(a) to digitally sign, authenticate and file online, all statutory forms, returns, applications, other documents and papers as required under the Companies Act, 1956 and the rules made there under with the Registrar of Companies, Regional Director, Central Government (Ministry of Corporate Affairs) and/ or such other authorities as may be prescribed in this behalf by the Central Government.

(b) to do all such acts, deeds and things as may be required to comply with the requirements of online filing as prescribed under the Companies Act, 1956.”

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Querist : Anonymous

Querist : Anonymous (Querist)

02 February 2011 Thanks for immediate response.

Actually, due to untimely death of one of the directors , I have to File Form 32.
Generally, we put relevant agenda on board and pass the resolution in favour of MD for filing of necessary Forms to ROC.

Now, Meeting will be held on March. In the meantime, it's not possible to file above said form. As we had not pass any resolution to give authority to MD for filing relevant forms to ROC.

So, in the ensuing Meeting, I want to propose to Agenda Items:
1. To authorise Chairman & MD to file necessary Forms to RoC when it is required.
2. To authorise CEO, CFO & CS to certify any relevant documents. As Director and CS have powers to certify any document. But we hadn't pass any such resolution.

So, I want to pass one resolution in favour of CEO, CFO & CS. So, in my absence CEO & CFO can also certify any document.

Kindly, give your comments on my query and also direct me if anything is wrong here.

Thanks & Regards:-
Shivani

Jayashree S Iyer

Jayashree S Iyer (Expert)
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02 February 2011 For e-filing in addition to MD, you can have one more director or company secretary as authorised signatory. Else, in case of absence of MD, you will have problem in e-filing. However please note only MD / Diretor / Manager / Secretary are authorised to digially sign the eform.

For certification, your proposal is right.

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Querist : Anonymous

Querist : Anonymous (Querist)

02 February 2011 Thanks Jayashree for your valuable comments.

Ya, u r right that I one more Director should be authorised for filing E-forms under his digital signatures.

That's why I am also proposing the name of Chairman who is non- executive Director of the Company.

If there is any relevant draft, then pls send me

Thanks once again for your immediate response

Regards:-
Shivani

Jayashree S Iyer

Jayashree S Iyer (Expert)
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03 February 2011 Draft resolution is already given above. Make necessary changes to suit your requirement.