Detailed Procedure for the termination of employment of Company Secretary:
The Company secretary is appointed as a whole time employee of the Company. In order to remove the Company Secretary, the Company shall serve the notice of termination to the Company Secretary in terms with the Appointment Letter signed between the Company and the Company secretary. If there is no appointment letter/offer letter, the Company can follow its regular procedure for termination of employment of the employee.
1. Convene a Board Meeting: The company shall convene a board meeting to discuss the termination of employment of Company Secretary and shall pass a resolution to the effect. The resolution shall state the effective date of termination of the CS.
2. Service of termination notice to the Company Secretary: The Company shall thereafter serve a notice of termination on the Company Secretary. The period of notice shall be governed by the employment letter or in its absence the termination policy of the Company. The notice shall be sent by email with acknowledgment due and also by courier/registered post. The Company Secretary shall cease to be in office from the date of expiry of notice.
3. DIR -12- After passing of the Resolution of Board of Directors the Company shall file e-Form DIR-12 with the Registrar of Companies to intimate about the removal of existing Company Secretary.
4. The e-Form DIR-12 shall be filed within 30 days of removal of the Company Secretary, along with the Resolution passed for the removal of the Secretary and requisite fees.
In accordance with Section 179 read with Rule 8 of the Companies Act, 2013 a Company Secretary being a KMP shall be appointed and removed only by means of resolutions passed at meetings of the Board and not via Resolution by Circulation.