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Company secretary cessation

08 February 2016

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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14 Replies

CS Vivek Sharma (Practising Company Secretary) (422 Points)
Replied 08 February 2016

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

C S Neelam Suthar (CS) (50 Points)
Replied 08 February 2016

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??

CS Vivek Sharma (Practising Company Secretary) (422 Points)
Replied 08 February 2016

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.

C S Neelam Suthar (CS) (50 Points)
Replied 08 February 2016

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?

CS Vivek Sharma (Practising Company Secretary) (422 Points)
Replied 08 February 2016

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

CS Divesh Goyal (Practicing Compnay Secretary) (50010 Points)
Replied 08 February 2016

for resignation of CS no need to file MGT-14

C S Neelam Suthar (CS) (50 Points)
Replied 09 February 2016

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 ) (194 Points)
Replied 10 February 2016

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.

C S Neelam Suthar (CS) (50 Points)
Replied 12 February 2016

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.. .

RISHABH ARORA (Company Secretary in Practice ) (194 Points)
Replied 12 February 2016

Section 2(51) of the Companies Act, 2013

“key managerial personnel”, in relation to a company, means—

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

CS Divesh Goyal (Practicing Compnay Secretary) (50010 Points)
Replied 12 February 2016

As per definition of KMP a CS is fall in KMP.

Even if you not filed MR-1 that person will fall under KMP.

1 Like

C S Neelam Suthar (CS) (50 Points)
Replied 12 February 2016

yes that answer I want from someone...

Its just mean that cs is KMP by default from the time of his mere appointment. Right?

Aayushi Kapur (3 Points)
Replied 15 June 2019

Can a cs resign from one company and be apoointed in other company on the same date?

RISHABH ARORA (Company Secretary in Practice ) (194 Points)
Replied 03 November 2019

Originally posted by : RISHABH ARORA
	Section 2(51) of the Companies Act, 2013 “key managerial personnel”, in relation to a company, means— (i) the Chief Executive Officer or the managing director or the manager; (ii) the company secretary; (iii) the whole-time director; (iv) the Chief Financial Officer; and (v) such other officer as may be prescribed;