Appointment of company secretary related query

Rahul Ji

As per my knowledge BOD cant pass resolution for appointment of CS, whose membership application is pending before Institute.

THANKS FOR YOUR REPLY SIR,

BUT CAN YOU QUOTE ANY REFERENCE OF SECTION OR RULE.

IN GIVEN CASE BOD PASS RESOLUTION THAT PERSON WHO IS ALREADY IN COMPANIES EMPLOYEMENT IS APPOINTED AS POST OF COMPANY SECRETARY FROM DATE OF HIS MEMBERSHIP OF LATER DATE WHICH IS SPECIFIED IN BOARD RESOLUTION, IS IT'S VALID AS PER COMPANIES ACT.

I do not see any issue in this.  Board resolution will be effective only if he gets membership No., otherwise not.

It  is similar to a person being appointed as a director subject to getting his DIN.

THANKS FOR YOUR REPLY SIR,

BUT SIR AS PER COMPANIES ACT CS MEANS AN MEMBER OF ICSI, SO IS THIS RESOLUTION IS CORRECT ?

As per Section 2(24) of Companies Act, 2013 "Company Secretary" means a company secreteray as defined in Section 2(1)(c) of CS Act, 1980 who is appointed by a company to perform the functions of a company secretary under this Act.

As per Section 2(1)(c) of CS Act, 1980, CS means a person who is a member of the institute.

Combined reading of above two sections makes it clear that a company can only appoint a person as Company Secretary who is a member of the institute. 

Since Board of directors in your case passed an resolution with a remark "whichever is later" I don't see any issue in your resolution.

Regards,

Arjun Rajagopal

thanks sir for your reply

But issue is that, Companies act said to appoint a person who is Company Secretary, person who applied for membership is eligible for appointment is the question.