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Certified True Copy

Rashmi (CS) (90 Points)

09 February 2011

Hello Members,

I wanted to know about who all in a company are authorised to sign the CTC of any resolutions or other documents and proceedings of the company. Apart from the Director/secretary/manager can a senior officer of the Company certifiy the documents of the Company as 'True copy' for submission to Bank, sales tax office/income tax offices etc.

(An internal order authorising such person is made)

This has to be authorised as per section 54. So, Will this require a board resolution? What would be the supporting documents?

Regards

-Rashmi

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8 Replies

Jaideep (Service) (1368 Points)
Replied 09 February 2011

Good Morning Rashmi,

Please find below text of 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.

As such, directors and company secretary are authorised to sign and submit certified true copy. Authorisation can be passed on by putting specific name in the resolution and supporting documents will be certified true copy of board Resolution.

Regards

Jaideep Pandya

1 Like

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 09 February 2011

Directors / Manager / Company Secretary can authenticate the documents of the company. This can be done by them even without any resolution passed by the Board.

Other Senior Officers can authenticate the documents only on proper authorisation of the Board.

1 Like

Sudhir Garg (Service) (236 Points)
Replied 09 February 2011

As per section 54, director need not to be authorised by Board resolution to provide the authenticated copy. Whether this power can be delegated by director to any employee of the company simpley by authority letter. If yes, then I think requirement of board resolution is not applicable.

Regards- Sudhir

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 09 February 2011

These persons are specifically authorised by the Companies Act to authenticate the documents of the Company.

According to me, they cannot delegate these powers. Only the Board can authorise any other person for authenticating the documents of the company.

Jaideep (Service) (1368 Points)
Replied 09 February 2011

Agreed with Jayshree Mam...

(Guest)

Originally posted by : Jaideep
	Agreed with Jayshree Mam...

chhavi (?) (24 Points)
Replied 10 May 2011

SANTOSH SHAH (Company Secretary) (754 Points)
Replied 10 May 2011

Originally posted by : Jayashree S Iyer
	These persons are specifically authorised by the Companies Act to authenticate the documents of the Company. According to me, they cannot delegate these powers. Only the Board can authorise any other person for authenticating the documents of the company.

Agreed with Jayshree Iyer Ma'm.

regards

Santosh Shah