Content of the Schedule :-
The seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a committee of the Board authorised by it in that
behalf, and except in the presence of at least two directors and of the secretary or such other
person as the Board may appoint for the purpose;
Query :-
Can any expert help me with the correct interpretation of any other person mentioned above.
does this any other person replaces company secretary only or the entire sentance i.e 2 director and CS.
or Only CS
Sir, on the basis of the situation laid out by you, I must inform you that the words “or such other person” seems to be applicable only on the Secretary due to two main reasons: the wordings are such other ‘person’ and not persons, meaning that the other person, who would be 1 in number, would substitute the secretary, who is also 1 in number. Further, there is no comma (,) after secretary, and the sentence runs in continuation till the next full stop(.) This means that the wordings “or such other person as the Board may appoint for the purpose” were not meant to apply on the entire provision and that it was to be restricted to the Secretary only.
Hope this satisfies your query
