Appointment of cs

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Querist : Anonymous (Querist)

22 March 2012 Can a Company Secretary be apppointed by a circular resolution ?

pls explain

Ajay Mishra

Ajay Mishra (Expert)
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22 March 2012 Hi

Yes a company secretary can be appointed by a circular resolution.

MATTERS TO BE CONSIDERED BY THE BOARD NOT BY CIRCULATION:
There are specific provisions in the Act which shall always be considered at Board meeting and accorded approval by resolution and not by resolution passed by circulations.

1 Section 58A The text of advertisement for inviting and accepting deposits by public company
2 Section 262 Filling of casual vacancies among directors
3 Section 292 a) Making call on shareholders in respect of money remaining uncalled;
b) To authorize buy-back under the first proviso to clause (b) of sub-section (2) of section 77A;
c) Issuance of debentures;
d) Borrowing money otherwise than on debentures;
e) Investing Funds of the company;
f) Making loans to others.

4 Section 297 Approval of contracts
5 Section 299 Where any director is interested in a contract directly or indirectly, the disclosure of his/her interest
6 Section 293A Propose to make Political contribution
7 Section 301 The Register of Interested Contracts shall be placed before the meeting for signature.
8 Section 308 The notice from director regarding his shareholding or change thereon
9 Section 316 Approval to the appointment of Managing Director who is already Managing Director in other company
10 Section 372A There are two circumstances where the matters are required to be decided at Board Meeting:
(i) Where the aggregate of the loans and investments so far made and the amount of guarantee or security so far provided along with loan, investment and guarantee/security proposed to be made or given exceed the limit specified in section 372A.
(ii) No loan or investment or guarantee/security covered under this section can be made or given unless the resolution it is passed at a meeting of the Board with the consent of all directors present.
11 Section 386 Approval to the appointment of Manager who is already Manager in other company

Regards

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