company law
sanjay chugh
(Querist) 04 June 2009
This query is : Resolved
1. As per Section 193 of the Act, minutes of the Board meeting are to be signed by Chairman of the meeting or Chairman of the succeeding meeting.
Our Chairman is busy getting business for the Company and does not have time for signing of statutory documents/minutes etc and wants to authorize the Vice chairman to do all the signing of paper work.. Can Chairman delegate duty of signing of the Board Minutes to the Vice Chairman, where there is one by authorising him to sign on his behalf?
2. Further, Can any Director execute General Power of Attorney to some other person/Director to do the following acts, deeds and things like:
1. To represent in meetings and cast vote
2. To sign papers/docs which may be required in the usual course of business in capacity as Director
3. To enjoy all the powers and benefits which in capacity of Director I am entitled to
4. To do all lawful acts necessary for performance of all my duties, obligations, rights and interests as a Director
Declaration : I hereby declarate that all such acts, deeds and things that may be done by my above Attorney by virtue of the powers hereby conferred shall be binding on me if done by me in personam and I ratify all such acts that may be done by my above said Power of Attorney holder.
A V Vishal
(Expert) 04 June 2009
Dear Chugh,
Your query has the answer also.
As per Section 193 of the Act, minutes of the Board meeting are to be signed by Chairman of the meeting or Chairman of the succeeding meeting.
Ans. The section is very clear that it has to be signed by the chairman of the meeting or Chairman of the succeeding meeting and doesnot says chairman of the company, since the chairman of any meeting can be amongst one of the directors of the company.
The board of directors can delegate the powers of the chairman to the vice chairman or a whole time director to do such things which the chairman would have done, if he was present in other words they can have an ex officio in the absence of the Chairman.
Dhrumil
(Expert) 04 June 2009
Chairman only sign the minutes, there is no alternatives in this regards.
second question also, director individually can not delegate his power to any other person. director itself is an agent of the company therefore maxim delegate can not further delegates his powers. this maxim holds good in director case. therefore director individually can not delegate his power however board can delegate his power to any officer or other person subject to section 292.
A V Vishal
(Expert) 05 June 2009
Dear Chugh & Dhrumil,
Kindly refer this:
Section 175
CHAIRMAN OF MEETING.
(1) Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the chairman thereof on a show of hands.
(2) If a poll is demanded on the election of the chairman, it shall be taken forthwith in accordance with the provisions of this Act, the chairman elected on a show of hands exercising all the powers of the chairman under the said provisions.
(3) If some other person is elected chairman as a result of the poll, he shall be chairman for the rest of the meeting.
sanjay chugh
(Querist) 05 June 2009
I am asking if there is a Chairman of the Company and presides over all board meetings and he wants to authorize the Vice chairman to do all the signing of paper work (board minutes books). Is it possible?
