Basavaraj (Asst, Manager-Legal) 30 October 2010

Company Secretary can issue letter to us for breach for cont

Dear Learned Members;

We are Ltd Company and Agreement was executed with another Pvt Ltd for availing service.

Our MD and their MD was signed and stamped the agreement on 12-01-2007.

Thereafter due to some malfunctions both parties could not able to perform the obgligations.

In 2009 the Company Secretary of that Pvt Ltd company issued a letter for demanding amount of l lakh, which was paid to us, as per the agreement we should not return the same to them.

My question is that whether the Company Secretary can issue letter to us for breach for contract?

Bcz he is not at all an authroized signatory to the agreement.

According to me CS is the prinicpal office of the Company, but he cannot issued notice to us for breach of contract and money demand as he was not an authorized person to the agreement.

Request you to advice on this immediately

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6 Replies

Vallabh (Management Trainee) 01 November 2010

Though CS is a principal officer of the company, he can issue a letter if he is authorised to do so by the MD or the Board.

Virender Negi (Lawyer) 01 November 2010

To issue notice on behalf of a company it is not necessary that she should be the director or other senior member of that company. it is the authorisation which matters. the Board of Directors of the company can authorise in its Board meeting to any of its officers/employees to act in this respect on behalf of the company.

Amardeep Srivastava (Senior Law Officer) 01 November 2010

Besides what has been stated by the other members, I would like to add that authority is required to take a decision on a given subject. You should believe that once a communication has been received from a company it is in pursuance of a decision of the competent authority.

ashish lal (Advocacy) 19 November 2010

i agree that its merely a technical question........wont absolve you.

SACHIN AGARWAL (ADVOCATE) 10 December 2010

Normally the companies authorise the Company Secretary for the same and when the Company Secretary has issued such letter, there must be the authority.

THis is merely a technical matter and it would not help you to solve the situation.

Varsha Mahendra Singh 20 June 2022

Secretarial Audit is introduced by the recently enacted Companies Act, 2013. It is a process to check compliances made by the Company under Corporate Law & other laws, rules, regulations, procedures, etc. It is a mechanism to monitor compliance with the requirements of stated laws and processes. Periodically examination of work is necessary to point out errors & mistakes and to make a robust compliance mechanism system in an organization.