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Query regarding - appointment of company secretary

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Querist : Anonymous

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Querist : Anonymous (Querist)
26 June 2016 I need clarification regarding appointment of Company Secretary in a company having paid up capital more than Rs. 5.00 Crore but less than Rs. 10.00 Crore.

Kindly please clarify that is board of director pass resolution for appointment of an Company Secretary whose Membership allotment application is pending at ICSI as on date of board resolution date. Board in it's resolution write that the person will hold office as Company Secretary from an specified date (For e.g. 01/07/2016) or date of allotment of Membership by ICSI whichever is later.

Is this resolution is correct in the eye of Companies Act 2013, kindly please clarify.

27 June 2016 Yes , normally CS membership number issued by ICSI are issued with retrospective effect. So while filing DIR 12 insert the appointment date accordingly

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Querist : Anonymous

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Querist : Anonymous (Querist)
27 June 2016 MEMBERSHIP ISSUED WITH RETROSPECTIVE DATE, BUT COMMUNICATE LATER.
BUT IF BOARD RESOLUTION DATE IS BEFORE THE EFFECTIVE DATE OF MEMBERSHIP THAN THE RESOLUTION IS VALID OR NOT?




27 June 2016 yes, the resolution is VALID.

27 June 2016 Thanks for your reply.....

27 June 2016 But kindly please clarify if this resolution is valid, than board may appoint a person as auditor whose COP application is pending at ICAI...

27 June 2016 Obviously.
Please note that The BoD is doing so at their OWN risk.....
Validity of resolutions versus Practicability of resolutions is the issue. This should be kept in mind while doing so.

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Querist : Anonymous

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Querist : Anonymous (Querist)
27 June 2016 Dear Amol Ji,

Thank for reply




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Querist : Anonymous

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Querist : Anonymous (Querist)
28 June 2016 In the below link it's written that
" Process to Appoint as Company Secretary
I. Call Board Meeting: As per Section- 203(2) Pass a Board Resolution for Appointment of Company Secretary. Board Resolution should contain the following :
-Terms and Condition of Appointment.
-Remuneration
-Membership No."

http://taxguru.in/company-law/company-secretary-companies-act-2013.html

But I can't find this language in law that mentioning of membership number in board resolution is mandatory, kindly please help.

28 June 2016 mentioning the membership is to ensure that the person is company secretary. It is to ensure that the BoD has taken due care in appointing a person who is supposed to be Company Secretary.
In your query, you are proceeding to appoint a person who has NOT yet received the membership number. So, it is "subject to" kind of resolution.
"Subject to satisfaction of certain condition", the resolution is passed. Please note the subtle difference....it can be said to a conditional resolution. It is NOT the resolution of APPOINTMENT of secretry

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Querist : Anonymous

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Querist : Anonymous (Querist)
28 June 2016 Thank for reply,

So, i.e. an further resolution after membership is required or in next meeting board may consider a note relating to this appointment

28 June 2016 yes, or one can take a note on record that wrt resolution dated xx/xx/20xx, Mr xxxxx has submitted the proof as to his membership number




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Querist : Anonymous

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28 June 2016 Thank for solution...

28 June 2016 you are most welcome.



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