Whether resolution can be signed by the signed by the company secretary ? secretary
Rajat sahotra
(Querist) 23 October 2011
This query is : Resolved
A complaint under section 156(3) of Crpc was filed in the Court of Add. CJM.
The resolution of authorization of the company employee who is Operation Assistant has been Signed by the Company secretary of the complainant company.
Now the judge says this authorization by board of directors resolution of the compapny employee has been signed by the company secretary and not by the board of directors...and there is no name of board of directors is mentioned in the resolution therefore its not valid to maintain or file the said private complaint.
where can i find a citation or rulings in respect to Company secretary signing the board resolution is valid in courts.?
ajay sethi
(Expert) 23 October 2011
i am not aware of any such citations . resolution authorising operation assitant to file criminal complaint has to be signed by the directors of company
Devajyoti Barman
(Expert) 23 October 2011
Yes only the Board of Directors has power to pass such resolution.
Advocate. Arunagiri
(Expert) 23 October 2011
The board directors are empowered to pass resolution.
But, only the certified extract of that board resolution is going to be filed in the court. That certified extract can be signed by the Company Secretary.
Raj Kumar Makkad
(Expert) 23 October 2011
Arunagiri! The certified extract even do not mention the presence of directors in the alleged meeting. Only Secretary seems has written as if resolution passed which is not permissible and trial magistrate is correct in his approach.
Shailesh Kumar Shah
(Expert) 24 October 2011
Company Secretary is empowered under the companies act to sign resolution.
Section 54
AUTHENTICATION OF DOCUMENTS AND PROCEEDINGS.
Save as otherwise expressly provided in this Act, a document or proceeding requiring authentication by a company may be signed by a director, the manager, the secretary or other authorised officer of the company, and need not be under its common seal.
Shailesh Kumar Shah
(Expert) 24 October 2011
Role of company secretary in corporate sector is very important.
Company Secretary shall sign to the Balance Sheet, Annual Return.
He is also liable to any default by the company.(Section 2(30) and (31) read with Section 5).
Now, there is no of citation.
you can made representation before magistrate.
If you have further question, you are free to feel ask.
Surendra Gupta
(Expert) 24 October 2011
I agree with the views of Shri Raj Kumar Makkad.
The Board Resolution has to be invariably signed by the person who presided over the board meeting and has to be contersigned by another Director/Company Secretary and must be recorded in the Minutes Book. It is ONLY THEN that a company Secretary can sign. the extracts taken from the Minutes book.
M V Gupta
(Expert) 24 October 2011
Dear Mr. SG,
What u are saying is correct so far as recording of the resolution in the minutes book is concerned. But when once the minutes are recorded containing the resolution authorizing the designated official of the Company to do specified act on behalf the Company and approved by the Chairman, its extract can be issued duly authenticated by the secretary under Sec.54 of the Companies Act.
vswaminathan
(Expert) 25 October 2011
The query is confined to the scope and implications of section 54 of the Companies Act with particular reference to the filing of a criminal complaint.
The subject controversy on which some experts have aired their views , as I (though not an expert , or a company law expert) see it, requires a much deeper study.
Some of the relevant aspects may be found to have been discussed but in a broader perspective (that is, not just having regard to section 54 but to the other related (remotely or otherwise) provisions namely, sections 46 and 47) in the published article- citation:
(2004) 4 Comp. LJ pg 50). The suggestions offered in the concluding paragraph therein may hopefully assist experts in exploring available practical solutions in such matters.
A brief discussion on a closely related another matter may be found in another published article in (2005) (3) KLJ pg 17 (@pg 19 – “Power of Attorney”.
The viewpoints sought to be shared through those articles, however, necessarily require being understood having in full focus the wisdom to be gathered in hindsight from among others the ruling of the SC in Pancharan Dhara’s case ((2006) 69 SCL 401 (SC); also worth going through the plethora of other courts ‘decisions cited therein)) having a bearing or relevance, direct or otherwise, on the ‘modern day’ interpretation of the Company Law provisions; not ignoring what the newly codified company law provides.
vswaminathan
(Expert) 25 October 2011
ADD:
THE OFFICE OF 'SECRETARY' OCCUPIED BY A REGISTERED MEMBER OF THEV AUGUST REGULATORY AUTHORITY - ICSI HAS A VERY CRUCIAL AND VITAL ROLE TO PLAY IN ENSURING STRICT AND RIGID COMPLIANCE BY ANY 'CORPORATE' WITH THE MANDATES OF EVERYONE OF THE APPLICABLE AND GOVERNING STATUTES, INCLUDING THE COMPANIES ACT. TO WHAT EXTENT SUCH AN IDEAL EXPECTATION IS IN FACT OR REALITY BEING FULFILLED IN DAY TO DAY ACTIVITIES OF THE COROPORATE IS TO BE GATHERED FROM THE ACTUAL OCCURANCES IN THE FIELD; PARTICULARLY, IN THE RERALTY SECTOR.
FOR SOME OF THE RELATED STORIES, ANYONE CONCERNED AND PASSIONATELY INTERESTED MAY CARE TO HAVE AT LEAST A MINDFUL GLANCE THROUGH THE RELEVANT BLOGS @:VSWAMINATHAN-VSWAMINATHAN-SWAMILOOK.BLOGSPOT.COM - POSTED FOR INVOKING IDEAS/THOUGHTS TO THE END OF IMPROVING UPON THE OBTAINING DETASTABLE SCENARIO AND WORKING TOWARDS PROMOTION OF THE LARGER 'PUBLIC INTEREST'.
Shailesh Kumar Shah
(Expert) 25 October 2011
I would like to more crystal clear answer of query after some addition after my reply.
Section 193 clearly say that whom to sign minutes of meeting.
Extract of Section 193:-
MINUTES OF PROCEEDINGS OF GENERAL MEETINGS AND OF BOARD AND OTHER MEETINGS.
(1) Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its Board of directors or of every committee of the Board, to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered. (1A) Each page
of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed -
(a) in the case of minutes of proceedings of a meeting of the Board or of a committee thereof, by
the chairman of the said meeting or the chairman of the next succeeding meeting;
(b) in the case of minutes of proceedings of a general meeting, by the chairman of the same
meeting within the aforesaid period of thirty days or in the event of the death or inability of that
chairman within that period, by a director duly authorised by the Board for the purpose. (1B) In no
case the minutes of proceedings of a meeting shall be attached to any such book as aforesaid by
pasting or otherwise.
(2) The minutes of each meeting shall contain a fair and correct summary of the proceedings
thereat.
(3) All appointments of officers made at any of the meetings aforesaid shall be included in the
minutes of the meeting.
4) In the case of a meeting of the Board of directors or of a committee of the Board, the minutes
shall also contain –
(a) the names of the directors present at the meeting; and
(b) in the case of each resolution passed at the meeting, the names of the directors, if any,
dissenting from, or not concurring in the resolution.
(5) Nothing contained in sub-sections (1) to (4) shall be deemed to require the inclusion in any such minutes of any matter which, in the opinion of the chairman of the meeting, -
(a) is, or could reasonably be regarded as, defamatory of any person;
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interest of the company.
Explanation : The chairman shall exercise an absolute discretion in regard to the inclusion or non inclusion
of any matter in the minutes on the grounds specified in this sub-section.
(6) If default is made in complying with the foregoing provisions of this section in respect of any
meeting, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to fifty rupees.
Shailesh Kumar Shah
(Expert) 25 October 2011
Now come to query. which says that "the resolution of authorization of the company employee who is Operation Assistant has been Signed by the Company secretary of the complainant company."
It is understandable that resolution has been passed by the BOD. and The company Secretary exercise its power u/s 54.
Shailesh Kumar Shah
(Expert) 25 October 2011
I would also add further that Shri Devajyoti barman and Shri Arunagiri nothing said in "AIRED". They rightly explained provisions of the companies act. and also Shri MV Gupta.
