Urgently query on affixing of Common Seal

[Anuradha Tiwari]

Dear Member,

Our Company's Article says that "at the time of affixing common seal of the Company the Company Secretary is required to be present.

Now the Company Secretary is not available due to some reason for days. I need to know on an urgent basis that can he authorize some one else to be present in place of him if he is not available at time of affixing of common seal. If yes, the mode of doing the same. And if no then what can be done for the same.

 

[Jayashree Chandrasekaran]

Pls write the entire points as per the AOA to enable me to help you

Jayashree

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C.JAYASHREE
PROPRIETOR
S.GANESH&ASSOCIATES
CHENNAI
98840 17120

[Anuradha Tiwari]

Dear Jayashree,

AoA says " Common Seal to be affixed in presence of at least two directors and Company secretary."

Our C.S is going for leave for months.

[Jayashree Chandrasekaran]

dont you have the words or any other person authorised by the Board

Jayashree

[Anuradha Tiwari]

Yes. That's the issue. No such words.

Thanks & Regards,

Anuradha Tiwari

COFFEE SHOP DESIGNS LLP

Contact: 022- 22821914 / 022-66378811

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[Jayashree Chandrasekaran]

in that case,if CS is not going to be present,you will need to alter the articles

Jayashree

[Anuradha Tiwari (C.S Trainee)]

No other way by Power of Attorney or so?

[Lalit Tiwari]

Hi Anuradha,

 

I understand you are in a difficult and tricky situation. I am of the opinion that a delegate cannot delegate it further. When the common seal is to be affixed it has be to affixed in the presence of at least two directors and the secretary or any other person authorised by the board.

This is the requirement of Article 79 (i) – TABLE F of the companies act, 2013.

In view of the above, please check the documents are such that they specifically require common seal i.e. specifically they have been told to be executed under the seal of the company as per the board resolution. Moreover the common seal is to be used only for such purposes as specified in the  Companies Act, 2013.If that hold good, then maybe you can avoid using the common seal.

Best,

CS Lalit Tiwari.

[Anuradha Tiwari]

​But Table F is not been adopted​ and there is no such word mentioned that Board can authorize some one else. 

Is there no other way to tackle this situation where we don't have to alter the AoA?

Thanks & Regards,

Anuradha Tiwari

COFFEE SHOP DESIGNS LLP

Contact: 022- 22821914 / 022-66378811

DISCLAIMER: 

Privileged/Confidential information may be contained in this message and may be subject to legal privilege. Access to this e-mail by anyone other than the intended is unauthorized. If you are not the intended recipient (or responsible for delivery of the message to such person), you may not use, copy, distribute or deliver to anyone this message (or any part of its contents ) or take any action in reliance on it. In such case, you should destroy this message, and notify us immediately. If you have received this email in error, please notify us immediately by e-mail or telephone and delete the e-mail from any computer. If you or your employer does not consent to internet e-mail messages of this kind, please notify us immediately. All reasonable precautions have been taken to ensure no viruses are present in this e-mail. As our company cannot accept responsibility for any loss or damage arising from the use of this e-mail or attachments we recommend that you subject these to your virus checking procedures prior to use. The views, opinions, conclusions and other information expressed in this electronic mail are not given or endorsed by the company unless otherwise indicated by an authorized representative independent of this message.

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