Company Secretary Appointment Resolution

Sample / Draft / Template / Example of Consent Letter Format for Appointment of a New Company Secretory Under Companies act & Rules in a Public Listed Organisation in India in word / .doc

RCL/SECT/2013-14/

Dated: 19.03.2014

To,

The Board of Directors

Dear Sir/Madam,

PASSING OF RESOLUTION BY CIRCULATION:

PROPOSAL :

To consider Appointment of Miss Nilam Khan as Company Secretary of Rocket Sales Ltd.

With reference to subject captioned above, I wish to inform your good selves that  Ms. Janki Jain,  has ceased to act as Company Secretary consequent to her resignation, w.e.f. 12^th  March,2014 and there is necessity to appoint a new incumbent in her place as early as possible.

Miss Nilam Khan vide her letter dated 19^th March, 2012 (Copy enclosed) has consented to act as the Company Secretary of the company, if appointed, with immediate effect.

The attention of the Directors is drawn to the provisions of Section 289 of the Companies Act, 1956 and Article 98 of the Articles of Association which provides that a resolution in writing signed by majority of Directors (not being less than three Directors) shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted

Since, the next Board Meeting is not likely to be take place shortly and in view of the urgency of the decision in the aforesaid matter, to avoid further delay, the undernoted resolution is being circulated for your perusal and approval with or without modification(s), if any:

“CONSIDERED AND RESOLVED that:-

(i)            Resignation of Miss Janki Jain, Company Secretary and Compliance Officer of the Company be and is hereby accepted w.e.f. close of business hours on 19.03.2012.

(ii)       Pursuant to the provision  of Section 383A and other applicable provision ( including any modification or re-enactment thereof ), if any, of the Companies Act, 1956, the consent of the  Board be and is hereby accorded to appoint Miss. Nilam Khan, holding the prescribed qualification under Section 2(45) of the Companies Act, 1956 read with Rule 2(1) of the Companies ( Appointment and Qualification of Secretary ) Rules, 1988, as Secretary of the Company with effect from 19.03.2012 on terms and conditions laid down in her letter of appointment No. RCL/APPT/2013-14 dated March 19, 2012 to perform the duties which may be performed by a Secretary under the Companies Act, 1956 and any other duties assigned to her by the Board from time to time and would act as Compliance Officer of the Company in terms of the Listing Agreement with the Stock Exchange and SEBI Insider Trading Code of the Company.

(iii)          Mr. Anil Kapoor, Manager of the Company be and is hereby authorized to do all the act, deeds and things which are necessary for the aforesaid appointment and to send the necessary intimation in prescribed form to Registrar of Companies, Orissa, the Stock Exchanges, Depositories, Banks, Financial Institutions and other authorities as may be required.”

Please signify your approval/disapproval of the above resolution by putting the signature against your name at the place indicated in the sheet hereunder.

Thanking You,

Yours faithfully,

for ROCKET SALES LIMITED

ANIL KAPOOR

PRESIDENT AND MANAGER OF THE COMPANY

In continuation of the above, containing the resolution proposed by circulation as aforestated. We hereby give with or without modification(s)/do not give our consent to it:-

Sl. No.	Name of the Directors	Yes/No	Signature
1.	Shri Director 1
2.	Shri Director 2
3.	Shri Director 3
4.	Shri Director 4
5.	Shri Director 5

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