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Change of Company Secretary

FCMA CS Pardeep Khaneja (M.Com, MBA, FCMA, CS) (363 Points)

21 April 2010

Please tell me which type of resolution to be passed, if company secretary resignes from a company and new company secretary joins for change in company secretary.

Regards

Pardeep Khaneja

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6 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 21 April 2010

Dear Friend,

For the appointment of CS a simple board resolution is enough. So hold a board meeting and pass a board resolution with simple majority.

Revert if there is any doubt.

Regards

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 21 April 2010

Find below sample resolution:

Appointment of Company Secretary

“RESOLVED THAT pursuant to the provisions of Section 383A of the Companies Act, 1956 and other applicable provisions if any, Mr. Ankur Garg, a member of the Institute of Company Secretary of India, who possess the requisite qualification as prescribed under the Companies (Appointment and Qualifications of Secretary) Rules, 2002, be and is hereby appointed as Company Secretary of the Company, w.e.f. ____________.

RESOLVED FURTHER that any director of the Company be and is hereby authorised to sign, modify and/or alter any statutory forms and related documents to give effect to the above resolution as and when required with Registrar of Companies and file any statutory forms and related documents in physical or digital form.”

2 Like

Sarabjeet Kaur (CS) (196 Points)
Replied 21 April 2010

There is no need to pass reolution for resignation. the Board simply take note of the resignation. And for the Appointment of CS, Ankur sir already describes you

Nitin Grover (CS) (1228 Points)
Replied 21 April 2010

Dear Friend Yes CS is an Employee of an Company so you can terminate CS easily

but as per Good Corporate Governance you must give CS a notice before 14 days and describe reason for terminating CS because CS is a managerial person

and you need to file Form 32 in this case for resigning a CS and appointing a CS (One Form 32 is Sufficient) for both.

Regards

CS GK Murty (Company Secretary) (225 Points)
Replied 23 April 2010

Dear friends,

Please note simple board resolution for both the cases i.e appointing PCS and cs in whole time employment will do.

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Nitin Grover (CS) (1228 Points)
Replied 23 April 2010

Dear Mr. Reddy

Sec 383A (1) is for Whole time company secretary if the Company is having Paid up Share capital minimum of Rs. 5 Crore (from 15-03-2009)

before it was 2 crore.

its also tell abt if comp dont have paid up share capital upto 5 crore but more then 10 lakh then it need to take certificate from PCS which is known as Compliance Certificate in Form 66 and its SRN is required for Form 23 AC.

Regards