anand (Administrative officer) (185 Points)
18 June 2010
a private limited company 'A' authorizes person 'B' to do sign, act, plead and appear before a forum/commision by passing of a board resolution.
On the hearing date of the matter, person 'B' is out of station and can not attend hearing.
Can 'B' further authorize person C' to act on his/company's behalf ?
in other words ( CAN AN AUTHORIZED PERSON FURTHER AUTHORIZE THIRD PERSON ?)
Pls guide
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 18 June 2010
Hello,
As a general rule a delegate cannot further delegate. For the purpose of authorisation of Person C a separate board resolution is required and person B cannot authorise person C.
However if board in its earlier resolution authorise Person B to authorise someone to act in his place in case of any emergency, then person B can authorise someone else in his place.
Wait for other opinions.
Best Regards
anand
(Administrative officer)
(185 Points)
Replied 18 June 2010
Its interesting to know this Ankur. That means, while passing the board resolution, a company can also insert in the resolution that in case of any emergency, the authorized person can authorize someone else in his place. Isn't it?
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 18 June 2010
Yes Anand according to me it is very much possible. That’s why drafting of a resolution is a very crucial task. One more thing there are no formal rules in placed regarding language of a resolution.
Further to have full force of law ---such resolution must be passed in a validly held board meeting and must also be a part of board minutes.
I’d request you to wait for any contrary views.
Thanks
anand
(Administrative officer)
(185 Points)
Replied 18 June 2010
Dear Ankur,
I have received a reply on this this query from one Mr Daksh. That is also quite interesting. Please go through---
"The Board Resolutions qua authorisation for a particular thing are in a standard mode and as such one of the important prerequisites which is usually added is "to do all acts, deed and things which may be required to give effect to this Board Resolution".
If this line is there then he can further authorize other person who on his instruction can appear and do the needful.
Best Regards
Daksh"
This also seems appealing.
what's your opinion?
Thanks for sparing time for my query.
anand
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 18 June 2010
Daksh is a very learned member of lawyers club. However I disagree with him this time bcoz his answer is a bit general one and not in sync with your detailed query. (this is my personal thinking). Reason is something you can guess easily.
The line ---to do all acts, deed and things which may be required to give effect to this Board Resolution---does not authorise person B to authorise person C because authorisation of person C is nowhere connected with the acts, deed and things which may be required to give effect to desired task.
Thanks
Renu Goel
(Company Secretary)
(207 Points)
Replied 18 June 2010
I do completely agree with ankur sir, if such delegation would be possible then all the authorities of agents or director can also be delegated further.
Further authorization is possible only, if Mr. C is the Employee of the Mr. B and otherwise not. Moreover, If Mr. C is employee, and then also the Authorization must be on the Stamp Paper and not on the plain document….
If in the Board meeting Resolution is passed stating that Mr. B is authorized to do all such, acts, deeds and things which are necessary…, then Mr. B can delegate the Power to any person, whether Mr. C is a employee or not, that doesn’t matter.
Because, Mr. B is not available and someone is required to do the Company’s act, so at that time to serve the Interest of the Company, Mr. B can delegate powers assigned to him…
---------------------------------------------------------------
Ankur Shah (Practicing Company Secretary)
Ahmedabad, Gujarat - 15
Mobile: +91-90330 03922, 94276 33901
E-Mail: ankur @ csankur.com
Website: www.csankur.com
Blog: www.csankur.blogspot.com
CAclubindia
