Board Resolution for Appointment of Company Secretary

Board Resolution for Appointment of Company Secretary

A Company Secretary is responsible for the competent administration of a company, predominantly with regard to ensure compliance with statutory and regulatory requirements and to ensure that the decisions of the board of directors are implemented. As per the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, companies having paid-up capital of Rs.5 crores or more has to mandatorily have a Company Secretary in whole time employment. Company Secretary is a person who is a member of the Institute of Company Secretary who has certificate of practice. Prior to appointment of the Company Secretary by board resolution, the consent of the Practising Company Secretary to be appointed must be obtained in writing.

Download Board Resolution for Appointment of Company Secretary Format

You can also download the Board Resolution for Appointment of Company Secretary format in the following formats.

Appointing Company Secretary

This format of board resolution for appointment of company secretary can be used to appoint a Company Secretary in a board meeting. The board resolution for appointment of company secretary can be printed on the letterhead of the business. The board resolution must be signed by an authorized Director of the Company with approval of the Board of Directors.

Functions of Company Secretary

The functions of a Company Secretary are as follows:

  • To report to the Board about the agreement with the provisions of this Act, the rules and other laws relevant to the company;
  • To ensure that the company complies with the applicable secretarial standards;
  • To discharge such other duties as that are mentioned in Rule 10 of the Companies (appointment and remuneration of managerial personnel) Rules, 2014;
  • To guide the directors of the company as could be necessary with regards to duties, responsibilities and powers and assist the Board in the conduct of the affairs of the company;
  • To make possible the convening of meetings and attend the board, committee and general meetings and at the same time to make certain that minutes of these meetings are maintained;
  • To achieve approvals from the Board, general meeting, the government and such other authorities as necessary under the provisions of the Act;
  • To represent before diverse regulators, other authorities under the Act in connection with discharge of different duties under the Act;
  • To help and advise the Board in ensuring good corporate governance and in compliance with the corporate governance requirements and best practices; and
  • To discharge such other duties as have been mentioned under the Act or rules; and such other duties as may well be assigned by the Board from time to time.

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