Immediately upon conducting the last general meeting held in August, 2020, the Chairman went abroad for medical treatment. Due to non-availability of the Chairman, the minutes of the said meeting could not be signed by h

According to section 118 of the Companies Act, 2013 and rule 25 of the Companies (Management & Administration) Rules, 2014 read with clause 17.5 of Secretarial Standard -2, the minutes of proceedings of a general meeting are required to be signed and dated by the chairman of the said meeting within 30 days from the holding of the meeting. This section further specifies that in the event of death or inability of the chairman within the specified period to authenticate and date the same, a director can be authorized by the Board to sign and date the same. 'A' Director cannot carry out the said function although he has been authorized by the chairman. A letter of authority was issued to him by the chairman is not valid for the said purpose. The Chairman can't authorise some other director to sign on his behalf. It is therefore, necessary to pass a Board Resolution authorizing a director who was present in the meeting to sign the minutes of General Meeting. Resolution of the Board may be passed through circulation in accordance with the provisions of section 175 of the Companies Act, 2013. Accordingly, Mr. A cannot act on the letter of authority alone, Board resolution is required.