Amicable Corporation Ltd. incorporated under the Companies Act, 2013 purchased an independent house comprising two floors in Gurgaon in the State of Haryana for a sum of ₹3.5 crore for providing company accommodation to
CS Professional · Drafting, Appearances and Pleadings · PYQS · December 2021
Amicable Corporation Ltd. incorporated under the Companies Act, 2013 purchased an independent house comprising two floors in Gurgaon in the State of Haryana for a sum of ₹3.5 crore for providing company accommodation to Dinesh, Company Secretary on the first floor and it was decided that the company shall have its guest house at ground floor. For facilitating its registration, Mrs. Rajwati, the Chairman -cum-Managing Director Executed the following special power of attorney: "By this power of attorney, I, Rajwati Chairman, Amicable Corporation Ltd., do hereby appoint authorize Dinesh to be my agent and authority for the purposes of Executing registration of the property purchased by the company from Antarctic Builders Ltd. On this 15th day of September, 2018. For and on behalf of Amicable Corporation Ltd. Sd/- Chairman On presentation of this document, the Registrar refused to complete the registration Procedure stating that the power of attorney is void. In the light of the above answer the following: (i) Is the action of the Registrar legally tenable? State reason.
Answer & Explanation:
(i) The due execution of documents is important to create legal binding documents. This is particularly so for the execution of deed, which has strict requirements to ensure that it is valid and enforceable. Further when a document is to be registered with the Registrar, the execution must strictly comply with certain requirements otherwise the document will not be accepted. In the present case a specific power of attorney is to be executed to attain the purpose of a specific Act. Further as per the provision of Section 22(2) of the Companies Act, 2013 a company may, by writing under its common seals, authorize any person, either generally or in respect of any specified matters, as its attorney to execute other deeds on its behalf in any place either in or outside India. It may be noted that in case a company does not have a common seal, the authorization under this sub-section shall be made by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary. A deed signed by such an attorney on behalf of the company and under his seal shall bind the company. Thus the refusal by Registrar is legally tenable as the specific power of attorney is not in the prescribed manner.
Topics: Company Law
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