Query regarding - appointment of company secretary
Querist : Anonymous
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.
Querist : Anonymous
BUT IF BOARD RESOLUTION DATE IS BEFORE THE EFFECTIVE DATE OF MEMBERSHIP THAN THE RESOLUTION IS VALID OR NOT?
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.
Querist : Anonymous
Thank for reply
Querist : Anonymous
" 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."
https://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.
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
Querist : Anonymous
So, i.e. an further resolution after membership is required or in next meeting board may consider a note relating to this appointment
Querist : Anonymous
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