can a independent director enter into an agreement on behalf of the Company.

[Preeti Sharma]

Dear Member,

Plz suggest, can a independent director enter into an agreement on behalf of the Company.

[CS A Rengarajan]

if  board  authorise  him,  he  can  do  so  otherwise  not

others  view  solicited

regards

On Mon, May 5, 2014 at 2:52 PM, Preeti Sharma <preetish...@gmail.com> wrote:

Dear Member,

Plz suggest, can a independent director enter into an agreement on behalf of the Company.

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CS A Rengarajan

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[Premnarayan]

Dear Ms. Preeti,

 

1.      Please find below Sec. 21 of the Companies Act, 2013;

 

Authentication of documents, proceedings and contracts.

 

Save as otherwise provided in this Act,—

(a) a document or proceeding requiring authentication by a company; or

(b) contracts made by or on behalf of a company,

may be signed by any key managerial personnel or an officer of the company duly authorized by the Board in this behalf.

 

2.      The word ‘Officer’ has been defined u/s 2(59), in which a Director, inter alia, is considered as an ‘Officer’ of the Company.

 

In view of the above provisions, an Independent Director duly authorized by the Board can enter into agreement on behalf of the Company.

 

Thanks & regards,

CS. Premnarayan Tripathi                                                                                                                         

PRT & Associates,

Company Secretaries

201, Sarthik Square, Nr. GNFC Info Tower,

S G Highway, Ahmedabad - 380054

(M): +91 89800 26497

E-mail: premnar...@gmail.com

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[Preeti Sharma]

thank you 

[Madhur Agrawal]

The section provide provisions for authentication of document, Authentication and Execution are both different things. Whereas the query for execution of agreement. Other views solicited.

[Amar Hussain]

Dear Madhur,

S. 21 (b) contracts made by or on behalf of a company,

may be signed by any key managerial personnel or an officer of the company duly authorized by the Board in this behalf.

The word signed means unless authorized by the Board, no body can sign any contract or agreement.  And for signing a contract or agreement a company can authorize any person including its any director.  But for that you need to pass a board resolution and authorization to sign.  This will be sufficient.

Amar