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Authority to the outsiders

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RITU BAJAJ (COMPANY SECRETARY) (158 Points)
Replied 28 June 2010

I agree with Nitin...


Yogesh Bhatt (Company Secretary) (475 Points)
Replied 28 June 2010

Ok.. See. dear for signing Document .it is better to Pass Board Resolution to give authority to employee like .CS, CA..or CEO of the company.

when it concern to sign check u hv to give resolution in bank that ur baord has given authority to some higher executive to sign check and resolution always mention that up to which amt executive can sign check..in that case u can appoint any executive to sign check. but that only board can do.

and same for signing petition also.

but in second case like to handle routin work in bank, director can sign POA toward any employee and further if any case is runnning in court Dirctor can appoint any advocate who can appear before court by POA. (when director sign POA , director has to reference Board resolution in which he had given authority and he has power to appoint advocate )

 

e.g . Advocate can appear on behalf company / director and same PoA can sign by dirctor toward advocate but petition can not sign advocate , it must sign by director who are authorised.

another e.g . Check can sign only who are authorised by board resolution but for handling bank work he can appoint any person on behalf of him by POA. (when person sign POA , person has to reference Board resolution in which he had given authority and he has power to appoint person on behalf of him to handle bank routine work.)

i m attaching here one board resoltion ..and read some red mark in it..


Attached File : 41 resolution poa 25th aug.doc downloaded: 299 times

Yogesh Bhatt (Company Secretary) (475 Points)
Replied 28 June 2010

or ..see .

one suggetion .

appoint any employee as director in company to do such routine work.


Yogesh Bhatt (Company Secretary) (475 Points)
Replied 28 June 2010

Case :

Director of the company alone cannot commit anything on behalf of the company without the sanction of the Board of director. Shabh Shanti Services Ltd. v. Manula’s Agarwalla & Ors. 2005 SCC (Cri) 993.



(Guest)

Board can delegate the Power to any Employee of the Company; Because Directors are the Decision makers and not the Executers.

Whenever, the Authority Concept comes in our mind, we think that It’s the Family owned Company, Where Every director is relative, Moreover they are also the Employee and they are also the Workers.

But this is not so In the Big Companies, Directors are unrelated, they are experts of the Different field, that’s why they are appointed as the Independent Directors in the Company.

I am not talking about Only Reliance, Tata, Adani or other Big Companies of the Stock Market, But If you will look at the Lowest Market Capitalization in the Stock Markey Company, their Directors also delegate the powers to the Employees.

In that Case, they Just pass the Resolution for once for delegation of the Authority and they do not pass the Resolution every time.

So, By that resolution they are doing the Company’s day to day work..

Whenever, the Person to whom such authority is delegated, Retires/removed from the Company, Once again the Board pass the Resolution for delegation of Authority to any other Employees of the Company.

If you will look at the Contract for the employment of that Company’s also, then you will find that Delegation of Authority details are also mentioned in that Contracts also.

 

Meaning of All the enumerated above by Me and other Fellow Members is that

“Board can delegate the Authority to Employees”

---------------------------------------------------------------

Ankur Shah (Practicing Company Secretary)

Ahmedabad, Gujarat - 380015

Mobile: +91-90330 03922, 94276 33901

E-Mail: ankur @ csankur.com

Website: www.csankur.com

Blog: www.csankur.blogspot.com

 



Nitin Grover (CS) (1228 Points)
Replied 29 June 2010

Originally posted by : Yogesh Bhatt
or ..see .
one suggetion .
appoint any employee as director in company to do such routine work.

Dear Yogesh

never suggest this to any one because it will put bad impact also dear and its not easy to give this authority (of directorship) to an employee. It can create problem also for Board in future

 

Regards


Yogesh Bhatt (Company Secretary) (475 Points)
Replied 29 June 2010

I have seen practice of such type in many companes and there is 't nay problem create bcoz there are many ways in companies way to secure companys position.

employee like CA, CS -- u can involve them in boards.

and mostly i hv clarify in earlier post two diff example ..u can use that way even company facing such more problem than use this way.


Nitin Grover (CS) (1228 Points)
Replied 29 June 2010

Dear Yogesh

ya i am agree with you to appoint CS / CA or any admin class employe as a Director

 

Regards


Kalpesh Chauhan, (Tax Assistant (Accounting Technician CA FINAL CS PROF. PROG. B.Com))   (8310 Points)
Replied 07 July 2010

Originally posted by : Yogesh Bhatt

Dear Amisha,

AS per my opinion Director can not delegete his power only board can delegate power to any director or commitee of Board. :

First Read This:

Section 291 of Companies Act, 1956 provides for general powers of the Board of directors. It mandates that the Board is entitled to exercise all such powers and do all such acts and things, subject to the provisions of the Companies Act, as the company is authorized to exercise and do.

However, the Board shall not exercise any power and do any act or things which is required whether by the Act or by the memorandum or articles of the company or otherwise to be exercised or done by the company in general meeting.

Power of the individual directors  - – Unless the Act or the articles otherwise provide, the decisions of the Board are required to be the majority decisions only. Individual directors do not have any general powers.

So . If u analysis Above sentence in red mark it says that Director can do whatever company do. here not mention anything abt outsider.

jasmine dixit (2 Points)
Replied 22 July 2020

can a director under companies act 2013 delegate his power to other by way of power of attorney




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