Company secretary cessation


C S Neelam Suthar (CS)     08 February 2016

C S Neelam Suthar
CS 
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Hello Everyone,

I have a query in regarding to cessation of company secretary. we have a resigning company secretary in our company at the same time we are appointing new cs in the same board meeting.

Now which forms are to be filled for cessation as well as for appointment?

Board resolution for resignation of cs will required to be filled in MGT-14;?

Please Advise :) 

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CS Vivek Sharma (Practising Company Secretary)     08 February 2016

CS Vivek Sharma
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You have to file form MGT-14 & DIR-12 for Public Company. In case of Private Company only form DIR-12 is required.

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C S Neelam Suthar (CS)     08 February 2016

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Thanks for reply,

 

But I think MR-1 is also needed to be filled for appointment, 

my major focus on cessation...do we have to file MGT 14 too for cessation with resolution??

 

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CS Vivek Sharma (Practising Company Secretary)     08 February 2016

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MR-1 (Only for appointment) {Rule 3 of Companies (Appointment and Remuneration) Rules, 2014

DIR-12 (For both appointment & cessation) is required (As per Rule 18 of Companies (Appointmnet of Directors) Rules, 2014.

&

MGT-14 (For both appointmnet & cessation) is required (As per Rule 8(2) of Companies(Meeting of Board and Its powers) Rules, 2014. 

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C S Neelam Suthar (CS)     08 February 2016

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Rule 8(2)Speaks about appointment or removal of KMP but in my case there is resignation by cs...it has diffrent interpretation.

it can not be said removal and no resolution for resignation will be filled...is it right?

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CS Vivek Sharma (Practising Company Secretary)     08 February 2016

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I think your interpretation is right and MGT-14 is not required to file. Other members view solicited.

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CS Divesh Goyal (Practicing Compnay Secretary)     08 February 2016

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for resignation of CS no need to file MGT-14

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C S Neelam Suthar (CS)     09 February 2016

C S Neelam Suthar
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Yes,

I have one more query company secretary is KMP by default or its depends upon filling of MR-1.

I mean if company doesn't file MR-1 and file only DIR-12 then appointed cs will not be categarized as KMP or will be CS only?? 

RISHABH ARORA (Company Secretary in Practice )     10 February 2016

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MR-1 for Company Secretary-

If we follow rules then its for appointment of Company Secretary but not for KMP, for KMP its DIR-12 to be filed.

 

Rule 3 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

-A company shall file a return of appointment of a Managing Director, Whole Time Director or Manager, Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) within sixty daysof the appointment, with the Registrar in Form No. MR.1 along with such fee as may be specified for this purpose.

Rule 18 of Companies (Appointment and Qualification of Directors) Rules, 2014.

18. Return containing the particulars of directors and the key managerial personnel. - A return containing the particulars of appointment of director or key managerial personnel and changes therein, shall be filed with the Registrar in Form DIR-12 along with such fee as may be provided in the Companies (Registration Offices and Fees) Rules, 2014 within thirty days of such appointment or change, as the case may be.

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C S Neelam Suthar (CS)     12 February 2016

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Thank You sir,

Besides the rules if we saw MR-1 than its contains headind " Return for appointmnet of KMP " .........

so with both of the views we can assume or interprate that nere appointment as cs make someone KMP???

Please guide.. . 

 


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