30 November 2012
The common seal can only be affixed to an instrument pursuant to a board resolution. Further the use of common seal may be pursuant to regulations in the AOA of the Company which may be like: “common seal can be affixed to an instrument only pursuant to a board resolution, in the presence of atleast one director or such other person authorised through a board resolution to use such common seal. Such director or other authorised person is required to sign every instrument to which the seal of the Company is affixed in their presence”.
Further, under the Indian Companies Act, 1956, the following documents are statutorily required to be affixed with a common seal:
(a) A company may by writing under it’s common seal empower a person to execute deeds on it’s behalf in or outside India (Section 48 of the Act)
(b) A company having an official seal for use in any territory, may by writing under it’s common seal authorise any person appointed for such purpose in such territory to affix the official seal to any document to which the company is a party in such territory (Section 52 of the Act);
(c) A share certificate in India should have the company’s common seal (Section 84 of the Act);
(d) Instrument appointing a proxy should be signed by the appointer (or his attorney duly authorised in writing if the appointer is a body corporate), should be under a common seal or be signed by an officer or attorney authorised through the company’s common seal (Section 176 of the Act).
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