Can Company Secretary attest board resolution

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

02 November 2010
Sir / Madam, Can a company secretary attest copy of board resolution passed by the director has a true copy.

if yes, Under what section he has the power? or any revelant circulars / amendments

CS Nikita Sheth

CS Nikita Sheth (Expert)
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02 November 2010 Yes Cs can attest the Board resolution as a true copy if he/she had attended that meeting as a CS.

Sorry i dont have knowedge abouot the particular section

Querist : Anonymous

Querist : Anonymous (Querist)

02 November 2010 The board resolution is passed in USA the original is in transit and bank requires copy of that to be attested by the company secretary for further process...is any other alternate way??

Ajay Mishra

Ajay Mishra (Expert)
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02 November 2010 Hi

Section 383A of the Companies Act, make provisions to appoint a company secretary for doing their work as given in their respective law.

Generally, the certification are generally inherent in duties and responsibility of CS and in some cases delegated by Board to company secretary.

Other views are also solicited.

Regards

Querist : Anonymous

Querist : Anonymous (Querist)

02 November 2010 our company secretary refuse to sign it, saying he has no power to do so...any alternate ways...

Ajay Mishra

Ajay Mishra (Expert)
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02 November 2010 If Board resolution is passed any place in the world the company secretary can provide the certified true copy of the said resolution with his/her certification.

There is no need to personally present of Company secretary.

Regards

Ajay Mishra

Ajay Mishra (Expert)
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02 November 2010 Hi

You can sign this resolution by any director of the company.

Regards

Ajay Mishra

Ajay Mishra (Expert)
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02 November 2010 Hi

A Company Secretary acts as a mediator between the company, its board of directors, stakeholders, government and regulatory authorities. A Company Secretary is a professional, who has expertise in corporate laws, capital markets, security laws and corporate governance. He/She is the one who advises Board of Directors on the kind of practices to be adopted in corporate governance.
A Company Secretary is an important official who ensures that best management practices and work ethics are followed to create wealth creation for the company. He/She is the one who represents the company for internal and external stakeholders, co-ordinates the policies of the company and management function, guides on the strategic decisions for the betterment and growth of the company like merger, acquisition and joint collaboration.
Company Secretary Roles:
A Company Secretary should ensure the well-being and growth of the company, its Board of Directors and all Stakeholders
• A Company Secretary should make sure that the procedure for appointment of directors is followed properly. He/She should also ensure that the newly-appointed directors have a proper induction and special training organized, if the need be.
• He/She should also provide all types of support and guidance to the directors, helping them in discharging their duties.
• A Company Secretary should ensure that all statutory and regulatory requirements are properly complied with. They play a key role in ensuring that the decisions of the Board on the whole are properly implemented and communicated within the organization. They should advise the company and its board of Directors on business ethics and corporate governance.
• A Company Secretary should also ensure that the interest of the stakeholders are safeguarded and should communicate with them on regular basis.
Company Secretary Duties and Responsibilities:
• A Company Secretary is the person who is responsible for organizing board meetings, informing board of directors about the impending meeting, formulating the agenda of the meeting with Chairman and/or Chief Executive, compiling the minutes of the meeting and maintaining minute books.
• A Company Secretary has to ensure that Annual General Meetings (AGM) are held as per the Companies Act and the companies’ Article of Association. He/She is responsible for issuing notices of meetings, distribution of proxy forms, helping directors update themselves and getting prepared in case any shareholder ask questions, helping directors prepare briefing material and ensuring that security arrangements are done for the meeting. During the meeting, they have to ensure that proxy forms are processed properly, voting is carried out properly and recording the minutes of the meeting.
• A Company Secretary has to ensure that the Memorandum and Articles of Association is properly complied with. In case any amendments are issued, they have to make sure that they are implemented in the right manner.
• He/She had to make sure that company complies with the Yellow Book requirements and it properly implements the model code and/or company code regarding the company’s securities. He/she has to maintain relations with Stock Exchange through company’s brokers and he/she is responsible for relaying information regarding the company to the market.
• He/she is responsible for maintaining the statutory registers regarding the members, company charges, directors and secretary, directors’ interests in shares and debentures, interests in voting shares and debenture holders.
• Company Secretary is responsible for filing annual reports, amended Memorandum and Articles of Association, return of allotments, notices of appointments, removal and resignation of directors and the secretary, notices of removal or resignation of the auditors, change of registered office and resolutions in accordance with the Companies Act with the Registrar of Companies.
• They are responsible for the publication of the company’s annual report and accounts.
• They have to maintain the company’s register of members, deal with questions of the shareholders and transfer of share-holding etc.,
• They have to regularly communicate with shareholders – both individual and institutional -- through circulars and notices, and ensure the payment of dividends and interest. They have to keep an eye on register of members in case any stakeholder is aiming at taking over the company.
• He/She has to play a key role in implementing acquisitions, disposals and mergers. They have to make sure that proper documentation is in place and proper commercial evaluation is done.