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Principal Officer of the Company

CA.SKR (CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional) (442 Points)

05 April 2010

A Pvt. Limited company is willing to appoint it's Senior most employee as Principal Officer of the company under Companies Act, 1956 as well as other statutes including Income Tax Act, 1961, Provident Fund Act etc. etc. for taking care of all statutory compliances under these statues.

What is the proceedure for making this Senior most employee as Principal Officer of the company and what documents are to be filed with MCA and other Authorities.

Thanks in advance.

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4 Replies

Mitali Agarwal (Company Secretary) (638 Points)
Replied 05 April 2010

The company may authorise any Principal Officer of the company at any position like General Manager, Assistant manager etc. for performing necessary tasks and signing the documents on behalf of the company with various government authorities. Only Board resolution is sufficient in this case. The board resolution is not reqd. to be filed with ROC/MCA but is reqd. to be presented before the respective govt. authorities for which authorised.

However, the company has to specify the purpose for which the officer is being authorised like whether for compliances under income tax act, sales tax etc.

The reply would be different if the company proposes to appoint the Principal Officer as a member of the Board of Directors.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 April 2010

Agree with learned member.

But avoid giving blanket powers to the person. Specific mention in BR about the power/responsibilities would be considered as a good practice.

CA.SKR (CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional) (442 Points)
Replied 06 April 2010

Thanks Mitali and Ankur,

The employee in question is to be taken on the Board of the Pvt. Ltd. company as one of the director and he will continue to draw remuneration also. With appointment as Director, the same person is also proposed to be appointed as Principal Officer of the company for the purpose of statutory compliances under various statutes. The company is not giving blanket powers to that person.

As far as I remember, few years ago, for making any person as Principal officer of the company for statutory compliances, there used to be some Form which was to be filed with ROC alongwith Consent Letter of that person to act as Principal Officer of that company. On going through various forms on MCA's website, I could not locate any such form now.

Please advise on both the above issues.

Thanks,