You are the CFO of XYZ Textiles Limited, a listed company in Tamil Nadu. Pursuant to the applicable provisions of the Companies Act, 2013 and taking into account the requirement of SEBI Regulations, draft a board resolut
CS Executive · Company Law and Practice · PYQS · June 2024
You are the CFO of XYZ Textiles Limited, a listed company in Tamil Nadu. Pursuant to the applicable provisions of the Companies Act, 2013 and taking into account the requirement of SEBI Regulations, draft a board resolution for appointment of a whole-time company secretary of the company.
Answer & Explanation:
"RESOLVED THAT Pursuant to the provision of section 203 (1) of the Companies Act, 2013 read with rule 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and any other applicable provisions of the Act and Rules framed thereunder, including any amendments thereto or reenactment thereof from time to time, Mr. ____________ Membership No. ____________ of the Institute of Company Secretaries of India (ICSI) be and is hereby appointed as the "Company Secretary" of XYZ Textiles Limited (the Company) on the terms and condition including the terms of remuneration as per appointment letter placed before the meeting, and as recommended by the nomination and remuneration committee." "RESOLVED FURTHER THAT pursuant to regulation 6 and 30 read with clause 7 of para A of Part A of Schedule III of SEBI (Listing Obligation And Disclosure Requirement) Regulation 2015 , Mr. ____________ be and is hereby designated and appointed as the "Compliance Officer" of the company and authorised to make all the compliances as may be applicable to the company under the SEBI (Listing Obligation And Disclosure Requirement) Regulation 2015, various other SEBI Regulation, Securities Contract Regulation Act 1956, Industrial and labour laws and other laws as may be applicable to the Company from time to time." "RESOLVED FURTHER THAT the company secretary and compliance officer be and is hereby authorised to sign various documents and file forms/ returns on behalf of the company as may be necessary and to do all such acts, deeds. things, and matters incidental there to give effect to the aforesaid resolution. "RESOLVED FURTHER THAT Mr. ____________ Managing Director of the Company be and is hereby authorised to sign and submit necessary forms / returns for the appointment of company secretary with the Registrar of Companies, ____________ and also be authorised to intimate the same to the appropriate authorities / regulatory bodies and to do all such acts and deeds as may be necessary in this regard."
Topics: Appointment and Remuneration of Managerial Personnel
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