Authorisation to affix DSC

[Kiran T]

Dear All,

Whether on appointment of a Director or Company Secretary inherently acquire powers to affix DSC to file eforms as their name will be appearing in the "View signatory details of the company on the MCA website " or specific authorisation is required from the board to affix Director or Company Secretary DSC to eforms for filing with the ROC.

Regards

Kiran.T

[shwetha nadig]

Mr. Kiran,

 

Every Director and Company Secretary can have DSC but it does not give power to sign the eforms like that. 

 

Definately Board Authorisation is essential to sign the e-forms on behalf of the Board.

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Best regards


Shwetha Nadig

Asst. V.P & Asst. C.S

Parijatha Business Solution Pvt. Ltd.

Bangalore

[Kiran T]

Dear Madam,

Thanks for reply.

Please clarify …………..

On appointment Company Secretary or Directors name will exist in Signatory details and also in an appointment resolution they will be authorised to sign necessary document and returns with the concerned authorities.

After having this type of authorisation, is it necessary to obtain authorisation to affix DSC once again in Board for efiling?

More over in Form 32 there is second category of authorisation “I am authorised to sign and submit this form”. So a Director or Company Secretary can choose this field.

Regards

Kiran.T

[shwetha nadig]

see when there are two or more directors having DSC there the problem arises. When there is MD and other directors in a company all directors will not have par powers, then there arises the need for specific authorisation. 

 

Authorised Signatory details displayed in MCA website is just for the public information.  Even directors name who doesnot have DSC will also be displayed there. So u cant take it as an inherent power.

 

In case of appointment of company secretary, such resolution is enough for authorisation. But not in case of Directors. 

 

Others views are solicited.....

[N G Omkar]

Dear Mr. Kiran and Ms. Shweta,

As per my view, specific authorisation for Directors/secretary is not required for authonticating any document on behalf of the company. Section 54 of the Companies Act ex-officio authorises every director, manager and secretary to sign documents (which shall include authonticating e-filing document as well). Extract of Section 54 is as follows:

Quote

Authentication of documents and proceedings.

54. 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.

Unquote

However, in every e-form we have to fill "I have been authorised by the Board of directors' resolution number__ dated __ to sign and submit this form". If a particular resolution has separate authorisation, then we can mention the same here (it is optional to authorise in every resolution, but normally authorisation is done to avoid ambiguity and fix responsibility a particular action) or pass a general resolution empowering authorisation to file e-forms etc at the time of appointment and mention the same in e-forms.

Members, please provide your views and correct me if am wrong!

Regards...Omkar

shwetha nadig <nadigs...@gmail.com> Sent by: csmy...@googlegroups.com 27/07/2011 10:51 AM Please respond to csmy...@googlegroups.com

To csmy...@googlegroups.com cc Subject Re: [CSMysore] Authorisation to affix DSC

[shwetha nadig]

Dear Omkar,

 

I think Section 54 authorises directors and secretaries to sign but it is not ex-officio authorisation.

 

And in case of appointment of directors not all resolution says he is authorised to sign the documents.

 

As you rightly quoted "normally authorisation is done to avoid ambiguity and fix responsibility a particular action", there need not be seperate resolution everytime but one time authorisation is sufficient.

Ex:if there are 3 directors having DSC in a company

 

D1: is authorised to sign all doucments

D2: is auhtorised to sign all documents only in case of absence of D1

D3: may not be authorised to sign or affix DSC

 

Thus D2 and D3 will not have inherent power, I think this is what mentioned in sec 54 too and specific authorisation mean.

[N G Omkar]

Dear Ms. Shwetha,

From the wordings of Sec 54, it is very clear that no specific authorisation is required for directors/secretary to sign or authonticate any document on behalf of the company unless "otherwise expressly provided in this Act". Specific authorisation is required only if the Companies Act provides for specific authorisation. Director/ secretary can give authonticate and sign extract of documents from old minutes (before his appointment also), which is also covered under Sec 54.

Regards...Omkar

shwetha nadig <nadigs...@gmail.com> Sent by: csmy...@googlegroups.com

27/07/2011 11:59 AM

[shwetha nadig]

Dear Omkar,

 

Yes I agree old minutes will do.  What I meant was there should be authorisation whether old or new, just the appointment and having DSC will not give them the power.

 

Thanks for the clarification.

[darshan ramanan]

Section 54 uses the word "authentication" which implies that they have authority to certify the genuineness of a document, which I feel is quite different from signing e-forms.

Regards
Darshan

[Kiran T]

Thanks for response friends!!

Even though there is DSC for all directors, general authorisation can be given to all Directors.

For ex: There are 4 directors on board and all 4 directors have DSC. While passing an appointment resolution for 5^th director, all directors can be authorised (individually and/or severally) to file necessary returns to give effect to the resolution.

According to me there is no harm in giving such authorisation since there might be practical difficulties of obtaining the particular authorised Director DSC due to his busy travel schedule.

Coming to Sec. 54, yes I agree with Mr. Omkar. Section speaks about Authentication of documents and proceedings. Eform is also a document but filed electronically. So if there is no specific authorisation, it does not bar the Directors and Company Secretaries to affix DSC and file eforms with ROC even though it is a good practice to have specific resolution.

So I think this is a correct answer to my initial query!

But I think we should also check the practicality of affixing DSC of a Director and Company Secretary based upon his/her appointment resolution (which gives authorisation to file returns and documents with the concerned authorities) to the concerned eform.

Others views are also appreciated.

Regards

Kiran.T

[mann vishwakarma]

As per my opinion at the time of appointment of Director/Company Secretary after passing resolution for appointment we should add one more resolution stating that

"RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorised to file form 32 with ROC for giving effect to the said resolution."

Opinion of other members are welcome

[Vijayalakshmi Karur]

Dear All,

 

As per my interpretation of Section 54, it highlights on the requirement of affixation of Common Seal on perticular document.

 

54. 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.

I will interpret the section as - No seal need be affixed unless expressly required by any law.

Hence, though common seal is not affixed the document is valid, if it is signed by the said officials(except where any law, expressly provides for the requirement of affixation of Common seal, to make the document valid).

 

 

Regards

 

Vijayalakshmi Karur

 

 

 

 

 

On Wed, Jul 27, 2011 at 12:36 PM, darshan ramanan <prac...@gmail.com> wrote: