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Company secretary

Roost man (CEO) (29 Points)

30 April 2013

Our company secretary acts on the behest of the MD and most of the board resolutions are signed only by the MD and not other directors. What actions can be initiated against the Company secretary to comply with the norms other than informing him abt the misconduct.

rgds

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2 Replies

Sneha (Company Secretary) (1594 Points)
Replied 02 May 2013

No actions can be taken against CS. Best option is ask CS to provide you agenda before the meeting and give you a copy of minutes which is initialled by the Chairman after the meeting. This way you can track everything going on in the Company. Regards

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P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 21 May 2013

Copies of resolutions passed by the Board/shareholders can be certified as true copy by any director or company secretary. There is nothing wrong as such if most of the resolutions are certified as true by the MD. Draft minutes have to be approved by the Chairman. Hence so long as the resolutions certified are as per approved minutes, there is no issue. However, if any director feels that the minutes are not as per decisions taken in the meeting, the same could be rectified in the next meeting when minutes are placed for noting of the Board.