Dear Forum Members,
In line with recent amendment, I propose to record the following preamble / board resolution for obtaining Compliance Certificate for year ended 31st March 2009. I request the forum members to go through the same and give your advise / views. If there is any correction required please advise me.
APPROVAL FOR OBTAINING SECRETARIAL COMPLIANCE CERTIFICATE / REPORT PURSUANT TO SECTION 383A OF THE COMPANIES ACT, 1956
The Chairman informed the Board that pursuant to the provisions of Section 383A of the Companies Act, 1956 and in accordance with Companies (Appointment and Qualifications of Secretary) Rules, 1988, as amended vide Notification dated 5th January 2009:
Ø Every company having a paid-up capital of rupees five crores or more shall employ / appoint a “whole time company secretary” possessing requisite qualification to perform the duties of a “secretary” under the Companies Act, 1956.
Ø Every company not required to employ / appoint a "whole time company secretary" and having a paid-up capital of rupees ten lakhs or more shall file with the Registrar of Companies a “compliance certificate” received from a "company secretary in whole time practice" in such form and within such time, as to whether the company has complied with the various provisions of the Companies Act, 1956, and a copy of such certificate shall also be attached with the Board's report to the Members of the Company.
Ø Every company having a paid up share capital of rupees two crores or more but less than rupees five crores may employ / appoint any individual who possess requisite qualification as a “whole time company secretary” to perform the duties of a secretary under the Companies Act, 1956. Provided that where a company has appointed a “whole time company secretary” possessing requisite qualification, such a company is not required to obtain a “compliance certificate” from a "company secretary in whole time practice".
The Chairman informed the Board that as per amended provisions of the Act, the Company is not required to employ / appoint a "whole time company secretary" since the present paid-up share capital of the Company is Rs.4,10,41,800/- only.
The Chairman recommended to the Board that Mr._____________, a Company Secretary in Whole-time Practice could be appointed to undertake the Secretarial Audit for the financial year ended 31st March 2009 and issue necessary compliance certificate pursuant to Section 383A of the Companies Act, 1956. After discussion it was:
"RESOLVED THAT Mr._____________, Company Secretary in Whole-time practice be and is hereby appointed to conduct a Secretarial Audit for the financial year ended 31st March 2009 on a remuneration as may be fixed and agreed to by and between Mr._____________, Director of the Company and Mr._____________, Company Secretary in Whole Time Practice."
"RESOLVED FURTHER THATMr.__________, Company Secretary in Whole-time practice, be and is hereby authorised to conduct the secretarial audit for the financial year ended 31st March 2009, sign and issue necessary Secretarial Compliance Certificate / Report pursuant to Section 383A of the Companies Act, 1956, and the same shall be attached to the Directors' Report to the Members of the Company, for the financial year ended 31st March 2009."
"RESOLVED FURTHER THAT Mr._____________ and / or Mr._____________, Directors of the Company, be and are hereby individually / severally authorised to take such steps expedient or desirable to give effect to the above resolution(s) and to do all other acts, deeds and things as may be necessary for this purposes."
with regards
Muralidharan
CAclubindia
