Help-validity of resolution of authorization is signed by company secretary in 156(3)
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.
I argued that to be valid but the judge asks to show him the law point or the rules where company Secretary can sign the board resolutions....
therfore i seek the help f you esteemed experts on this valuable help site that where can i find a citation or rulings in respect to Company secretary signing the board resolution is valid in courts.?
Shailesh Kr. 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.
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.
prabhakar singh
(Expert) 24 October 2011
Expert Shailesh Kr. Shah has rightly guided you with law.
Surendra Gupta
(Expert) 24 October 2011
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.
