Draft Board Resolution for appointment of Whole-time Company Secretary

Resolved That pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 3 and Rule 8A of [Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014], and other applicable provisions of the Companies Act, 2013, (including any statutory modifications or re-enactment thereof) the approval of the Board is hereby accorded for appointment of Mr. ______ [Name of the Company Secretary], (Associate/Fellow member of Institute of Company Secretaries of India holding Membership No. ______) as the Company Secretary of the Company with effect from ______ at such remuneration and other terms and conditions as may be finalized by Directors of the Company.

Resolved Further That Mr. ______ [Name of the Company Secretary], be and is hereby authorized to sign including digitally signing, on behalf of the Company, various documents, forms, returns, e-forms etc. required to be filed under the Companies Act, 2013 and rules and regulations made there under and which are required to be filed with the Ministry of Corporate Affairs, Regional Director(s), Company Law Board (s), concerned Registrar of Companies and other appropriate authorities constituted under the Companies Act, 2013 as amended from time to time.

Resolved Further That Mr./ Ms. ______ [Name and Designation of the authorized person] of the Company be and is hereby authorized to sign and file e-form DIR 12 and such other forms and documents as may be necessary with the Registrar of Companies, ______ and make entries in the statutory records and registers of the Company and to do all such acts, deeds and things as may be necessary or expedient thereto to give effect to the aforesaid resolution.


For and on behalf of ___________ (Company Name) ___________


___________________ (Name of Company Secretary, if any / Director)

___________________ (Designation)

_____________________ (DIN / Membership No. as the case may be)

_____________________ (Address of the Director)

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