This document represents the Certified True Copy of a Resolution passed by the Board of Directors of (Company Name) on a specified date. The core purpose of the resolution is the formal appointment of a Company Secretary of the company.
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Format of Board Draft Resolution For Appointment of Company Secretary
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT (ADDRESS) ON _________DAY _____ DAY OF ________, 20______ AT ____ A.M./P.M.
To Appoint Mr./Ms. (name of the company secretary) as the Company Secretary of the Company.
“RESOLVED THAT pursuant to Section 2(24) & Section 203 read with rule made there under and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force Mr./Ms. (name of the company secretary) an Associate/Fellow Member holding Membership No. _________ of the Institute of Company Secretaries of India, be and is hereby appointed as Company Secretary w.e.f …………. of Company Secretaries of India, to perform the duties of a Company Secretary as required under the Companies Act, 2013 and any other duties assigned by the Board of Directors from time to time.
RESOLVED FURTHER THAT any of the directors of the company be and is hereby authorized to file necessary forms with the Registrar of Companies and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.”
CETIFIED TRUE COPY
FOR AND ON BEHALF OF THE BORD
COMPANY NAME
DIRECTOR’S NAME
(DIRECTOR)
DIN:
****
Section 2(24) – Definition of “Company”
Section 2(24) of the Companies Act, 2013 provides the legal definition of a “company.” It states that a company means a company incorporated under this Act or under any previous company law, including a body corporate or corporation formed under a central, state, or provincial Act in India. This definition is crucial because it establishes the scope of entities that the Act governs. By including companies formed under earlier laws and certain statutory corporations, the provision ensures continuity and applicability of company law principles across all recognized corporate forms in India.
Section 203 – Appointment of Key Managerial Personnel (KMP)
Section 203 of the Companies Act, 2013 mandates the appointment of Key Managerial Personnel (KMP) in certain classes of companies. Specifically, it requires every listed company, and other prescribed companies, to appoint a Chief Executive Officer (CEO) or Managing Director (MD), a Company Secretary (CS), and a Chief Financial Officer (CFO). The section aims to ensure that important managerial functions related to corporate governance, financial reporting, and compliance are overseen by designated executives.
Maintenance of Registers
Under the Companies Act, 2013, every company is required to maintain certain statutory registers. When a Company Secretary (CS) is appointed, the company must:
- Record the details of the CS in the Register of Key Managerial Personnel (KMP).
- Include details like name, address, membership number, date of appointment, and remuneration.
- Keep the register updated for any change (resignation, removal, or change of details).
- Make the register available for inspection by directors, auditors, and in some cases, shareholders.
This ensures proper record-keeping of all appointments and statutory compliance.
Filings with Registrar of Companies (RoC)
Any appointment or change of a Company Secretary must be officially reported to the RoC to make it legally valid. This is done through Form DIR-12, which is:
- A prescribed e-form under the Companies (Appointment & Qualification of Directors) Rules, 2014.
- Used to notify the RoC about:
- Appointment of a CS or other directors.
- Resignation or cessation of a CS.
- Changes in remuneration or designation.
- Filed electronically on the MCA portal with the signature of a director or the CS.
- Once filed, the appointment is updated in the MCA records, making it official for legal and compliance purposes.
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