Section 2(60) of the Companies Act defines ‘Officer who is in default’ and it mentions officers such as whole-time director, KMP, directors, etc. who shall be liable to any penalty or punishment in case of default committed by the company under the Companies Act, 2013.
However, there is a mechanism to assign a specific officer (who has immediate authority of the Board) to comply with any specific provisions of the Companies Act and thereafter, such assigned person shall be the “officer who is in default” in exclusion of all other persons named in Section 2(60). Assigned person may be termed as ‘Officers in Charge’ in accordance with Section 2(60)(iv) of the Act.
Major Points:
Extract of Law (Section 2(60) of the Companies Act, 2013
“officer who is in default”, for the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any penalty or punishment by way of imprisonment, fine or otherwise, means any of the following officers of a company, namely:—
Annexure -I
Consent of the person charged by the Board with the responsibility of complying with the provisions of the Companies Act, 2013
(Pursuant to Section 2(60) of the Companies Act, 2013)
The Board of Directors
Company Name_________
Reg. Off. ______________
_______________________
I, …………………………………… son of ………………………………R/o. ………………………………… PAN No. ……………… hereby give my consent for being charged by the Board of Directors of the Company pursuant to the provisions of Section 2(60)(iv) of the Companies Act, 2013 with the responsibility of complying with the following provisions of the Companies Act, 2013:
Signature ……………………….
Name of the Person ……………………….
Date:
Place:
Annexure-II
Draft Board resolution for Officer in Charge
“RESOLVED THAT pursuant to Section 2(60) of the Companies Act, 2013, Mr. ______________________________ of the Company, who has given his consent dated …….…., and placed before the Board members, be and is hereby charged with the responsibility of compliance with the following provisions of Companies Act, 2013:
“RESOLVED FURTHER THAT Director and Company secretary of the Company be and is hereby severally authorized to sign and submit the Form GNL-3 or such other form(s) as may be necessary to file with the Registrar of Companies to give effect to the aforesaid matter.”