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Procedure for Removal of Company Secretary



Procedure for Removal of Company SecretaryCompany Secretaries are primarily responsible for the efficient administration of a company, in relation to ensuring compliance with statutory and regulatory requirements and ensuring that the Board decisions are effectively implemented. For removal of Company Secretary following procedures are required to be followed by a Company –

1)      Convene Board Meeting

After giving notice to all directors, a Board Meeting should be convened in order to take decisions of removing the existing Company Secretary. If company secretaries are named in the Articles of Association it also needs to be altered.

2)      Intimate the Secretary

The Secretary to be removed shall be intimated regarding Board decisions & should be asked to give representation to the Board within 15 days of intimation.

3)      Convene Board Meeting 2nd Time

  • For considering the representation, if any made by the Secretary & to cancel the agreement being entered by the company with the Secretary another Board Meeting should be convened.
  • Appoint another Secretary in the same meeting.

4)      Inform the ROC

File e-Form 32 with the ROC to intimate about the removal of existing Company Secretary and appointment of new Company Secretary within 30 days of removal after payment of requisite fees.

5)      Sign & certify the e-form

  • E-Form to be digitally signed by the managing director, manager or secretary of the company
  • Also, the e-Form to be duly certified by a chartered accountant or cost accountant or company secretary in whole time practice by digitally signing the same.

6)      Penal Provisions

  • Failure to give notice – If any officer fails to give notice for Board Meeting shall be punishable with a fine of Rs. 1000.
  • Default in complying requirements – The Company and every officer in default shall be punishable with a fine of up to Rs. 500 for everyday during which the default continues.

In this way after following the above procedure Company Secretary can be removed from the Company.

About: 

Alok Patnia founded Taxmantra.com, an expert in tax advisory & compliance. He is a Chartered Accountant having prior exposure with Ernst & Young & KPMG.

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