Appointment of a Company Secretary in Practice at AGM - DR

Draft Resolution for Appointment of a Company Secretary in Practice at Annual General Meeting for Special Business

To consider and if thought fit, to pass with or without modifications the following resolution as ordinary resolution:-

“RESOLVED THAT M/s ABC & Co., Company secretaries within the meaning of Section 2(25) of the Companies Act, 2013 be and is hereby appointed as secretarial auditor of the company on the terms of remuneration as agreed by the Board of directors and the Board of directors of the company be and is hereby authorized to vary the terms of remuneration and fill the vacancy in his office, if any, caused from the conclusion of this annual general meeting until the conclusion of next annual general meeting.”

Explanatory Statement;

Under the provisions of section 204(1) of the Companies Act, 2013, the company is required to obtain secretarial audit report from a practicing company secretary which shall be annexed with the report of Board of Directors.

Mr. ___________, is a practicing company secretary of M/s ABC & Co., Company Secretaries has consented to be appointed as secretarial auditor for the financial year ended ________, Therefore, the company may appoint him from the conclusion of this annual general meeting until the conclusion of next annual general meeting by passing the proposed ordinary resolution as set out in the notice of the meeting. None of the directors of the company is concerned or interested in the proposed resolution.

Appointing Secretarial Auditor of the Company - BR

Board Resolution For Appointing Secretarial Auditor of the Company

“RESOLVED THAT M/s ________ & Co., Company Secretaries be and is hereby appointed as secretarial auditor of the company in terms of the provisions of Section 204 of the Companies Act,2013 and to hold the office till the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board and agreeable to them.”

Appointment Of Compliance Officer - BR

Board Resolution For Appointment Of Compliance Officer

“RESOLVED THAT the company do hereby appoint Mr. __________, Company Secretary of the company, as Compliance Officer of the company who shall be responsible in compliance with the provisions of the Companies Act, 2013, Rules made thereunder and SEBI Listing Regulations.”

Appointing Company Secretary - BR

Board Resolution Appointing Company Secretary

RESOLVED THAT Shri ____________, who is an Associate Member of the Institute of Company Secretaries of India and has had four years’ experience in a listed company, be and is hereby appointed as Company Secretary on the terms and conditions contained in the letter of appointment, draft whereof was laid on the table of the meeting, approved by the meeting and initialled by the chairman of the meeting as a mark of identification; and

RESOLVED FURTHER THAT the chairman and managing director of the company, Shri____________________, be and is hereby authorised to sign the letter of appointment of the Company Secretary, on behalf of the Board of directors of the company.

RESOLVED FURTHER THAT Shri ____________________, be and is hereby appointed Company Secretary on the terms and conditions contained in the agreement, draft whereof was laid on the table of the meeting, approved by the meeting and initialled by the chairman of the meeting as a mark of identification; and

RESOLVED FURTHER THAT the Chairman and Managing Director of the company, Shri________________, be and is hereby authorised to sign, on behalf of the Board, the agreement with the Company Secretary.

RESOLVED FURTHER THAT Shri________, be and is hereby appointed Company Secretary on the following terms and conditions:

(a) Salary________` ________ per month in the pay scale of ` ________

(b) Other allowances ________ ` ________ per month.

(c) Company’s leased accommodation for residential purpose.

(d) Company’s car with driver for company’s work.

(e) One Mobile and one telephone line at his residence at company’s cost for company’s work. Long distance personal calls will be payable by him.

(f) Leave as per company’s leave rules.

(g) Provident Fund Contribution as per company’s rules.

(h) Superannuation Fund Contribution as per company’s rules.

(i) Gratuity as per rules of the Company.

(j) Leave encashment as per company’s rules.

(k) Determination of service on three months notice by either party.

RESOLVED FURTHER THAT the Chairman and Managing Director, Shri ____________, be and is hereby authorised to sign the letter of appointment of the Company Secretary, on behalf of the Board of directors of the company.