Board Resolution Format Resignation of Company Secretary CS

After the Company Secretary (CS) resigns from his post, the Board of Directors in their next meeting takes note of the resignation of the CS and accepts the same by passing a resolution or through a circular resolution it can also be done.

In accordance with Regulation 30 read with Clause 7 of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entities are also required to intimate the resignation of CS to the stock exchanges where the company is listed.

The companies are required to file a Form DIR-12 with the Registrar of Companies (ROC) within 30 days from the date of resignation.

Following templates of such board  can be referred.

SAMPLE #1

Unlisted Company

#. To Take Note of the Resignation of the Company Secretary (CS)

“RESOLVED THAT the resignation of Mr. / Ms. .......................... (Memb. No. .................) from the post of Company Secretary (CS) of the company be and is hereby accepted with effect from ..date.. .

FURTHER RESOLVED THAT the Board places on record its appreciation for the assistance and guidance provided by Mr. / Ms. .......................... during his / her tenure as the CS of the company.

FURTHER RESOLVED THAT (Name of the Director/ Officer), (Designation) of the company be and is hereby authorised to sign and submit necessary form(s) with the Registrar of Companies, ............... intimating about this cessation and to do all such acts and deeds as may be necessary in this regard.”

SAMPLE #2

Listed Company

#. To Take Note of the Resignation of the Company Secretary

“RESOLVED THAT the consent of the Board be and is hereby accorded to accept the resignation of Ms. / Mr. ................... from the office of the Company Secretary (CS) and Key Managerial Personnel (KMP) of the company pursuant to Regulation 30 read with Clause 7 of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from (date).

FURTHER RESOLVED THAT Mr. / Ms. .......................... be and is hereby also ceased from the post of Compliance Officer and Vigilance Officer of the company w.e.f. (date).

FURTHER RESOLVED THAT (Name of the Director/ Officer), (Designation) of the company be and is hereby authorised to sign and submit necessary form(s) with the Registrar of Companies, ............... intimating about this cessation, to intimate the same to any other appropriate authority/ regulatory body as required and to do all such acts and deeds as may be necessary in this regard.”

SAMPLE #3

(detailed resolution)

#. Taking Note of the Resignation of the Company Secretary

“RESOLVED THAT the resignation of Mr. / Ms. .......................... (Memb. No. .................) from the post of Company Secretary (CS) of the company be and is hereby noted and taken on record with effect from ..date.. .

RESOLVED FURTHER THAT all powers granted to Mr. / Ms. .......................... to act on behalf of, or to represent, the company as a Company Secretary, officer or in any other capacity to exercise actual or apparent authority to act in any manner whatsoever on behalf of the company be and is hereby withdrawn, revoked, terminated and rescinded.

RESOLVED FURTHER THAT the Board places on record its appreciation for the invaluable contribution by Mr. / Ms. .......................... during his / her tenure as the Company Secretary of the company.

RESOLVED FURTHER THAT pursuant to the requirement of the Companies Act, 2013 and rules made thereunder, the company do file necessary forms/documents with the Registrar of Companies , ............ within due time limit to update the records of the company with the Registrar and that (Name of the Director/ Officer), (Designation) of the company be and is hereby authorised to do all such acts and deeds as may be necessary in this regard.”



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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.