Appointment of Company Secretary and Compliance Officer - Board Resolution

DRAFT BOARD RESOLUTIONS FOR THE APPOINTMENT OF COMPANY SECRETARY AND COMPLIANCE OFFICER:

(1) In Case of Unlisted Company:

“RESOLVED THAT pursuant to the provisions of Section 383A of the Companies Act, 1956 and any amendments thereto, Shri /Ms. _________ an Associate/Fellow Member of the Institute of Company Secretaries of India, who possess the requisite qualification as prescribed under the Companies (Appointment and Qualifications of Secretary) Rules, 1988, be and is hereby appointed, on such terms and conditions as may be decided by the management, as the Company Secretary of the Company, w.e.f. ___(Date), to perform the duties of a Secretary as required under the Companies Act, 1956 and any other duties assigned by the Board of Directors from time to time". 

“FURTHER RESOVLED THAT Shri A, Director and Shri B, General Manager - Finance be and are severally authorised to sign and submit e-form 32 with the Registrar of Companies(ROC), (city) and do all such acts, deeds and things as may be necessary to give effect to the above resolution.”

(2) In Case of Listed Company:

The Resolution will be slightly different as a Listed Company is required to appoint the Company Secretary to act as Compliance Officer as per the Clause 47 (a) of the Listing Agreement with the Stock Exchanges.

Format of Resolution as Follows:

“RESOLVED THAT pursuant to the provisions of Section 383A of the Companies Act, 1956 and any amendments thereto, Shri /Ms. _________ an Associate/Fellow Member of the Institute of Company Secretaries of India, who possess the requisite qualification as prescribed under the Companies (Appointment and Qualifications of Secretary) Rules, 1988, be and is hereby appointed, on such terms and conditions as may be decided by the management, as the Company Secretary of the Company, w.e.f. ___(Date), to perform the duties of a Secretary as required under the Companies Act, 1956 and any other duties assigned by the Board of Directors from time to time". 

FURTHER RESOLVED THAT Shri / Ms. ______, Company Secretary, be and is hereby appointed/designated as the Compliance Officer of the Company as per Clause 47 (a) of Equity Listing Agreement entered with Stock Exchanges with effect from (Date).

FURTHER RESOVLED THAT Shri A, Director and Shri B, General Manager - Finance be and are severally authorised to sign and submit e-form 32 with the Registrar of Companies(ROC), (city) and do all such acts, deeds and things as may be necessary to give effect to the above resolution.”

(3) In Case of Unlisted Company, which got Listed in Stock Exchange(s):

If the Company, already, has a Company Secretary:

“RESOLVED THAT Shri / Ms. ______, Secretary of the Company, be and is hereby appointed/designated as the Compliance Officer of the Company as per Clause 47 (a) of Equity Listing Agreement entered with Stock Exchanges with effect from (Date).”