AUTHENTICATION OF DOCUMENTS, PROCEEDINGS AND CONTRACTS.

INTRODUCTION

There are numerous documents that should be authenticated on behalf of the company. Companies Act, 2013 and Companies (Registration Offices and Fees) Rules, 2014 state that documents need to be authorised by individuals or professionals, there are few things which are involved in these provisions of the related sections of the Act, which prescribes that: the person who has the authority to do the same and he/she should sign the documents. As specified in section 21 of the Act, documents, and contracts should be signed by the KMP or a person appointed by the board of directors of a company.

An e-form can be validated with a digital signature if it has been signed by someone authorized to do so. thus, any person subject to the provisions of the act can be authorized to do so, this can be any director can be appointed through a meeting and subsequently by passing a resolution. This authorization of the director can be done any time as the company may deem fit generally this agenda put forth during the first board meeting of the financial year, At the time of signing any such electronic forms, the director will have to mention a unique authorization number and the sating of the passing of the resolution which has authorized him to sign the form.

Section 21: of the Companies Act 2013. describes the provisions regarding Authentication of documents, proceedings, and contracts. States as provided otherwise in this Act, –

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

(b)   Contracts entered by or on behalf of a company; or

May be signed and sealed by Key Managerial Personnel or an officer or employee of the company working as a signatory appointed by the Board on this behalf.

In accordance with the provisions of section 2 (51) key managerial personnel, in relation to a company means-

1.      The Chief Executive Officer or the Managing Director or manager of the company;

2.      The company secretary of the company;

3.      The whole-time director;

4.      The Chief Financial Officer;

5.      Such other person, not more than one level below the director who is a whole- time employment designated as key managerial personnel by the board; and

6.      Any such other officers as may be prescribed.

Whether it is an authorized person who is responsible for signing the documents, it is their duty to ensure the validation of the details of the documents and all enclosures attached thereto. Any mistake on their part can attract penalties under the act and also can be a contravention to any contracts or arrangements being entered into through the form.

Authentication express the genuineness of the signature of a publicly open document. Worldwide authentication is also known as an apostille. Companies Act 2013 and Companies (Registration Offices and Fees) Rules, 2014 describes that documents need to be authorized by the signatory depending on the documents.

If there is any instrument to change a company secretary, or directors of the company, the appointment form   for newly appointing secretary or the director has to be filed by a continuing director, anyone can be appointed as a director or secretary, Companies Act, 2013, prescribes their job is to ensure the compliance of the provisions of the act also with all relevant legislation and regulations, and to make sure that the board members are aware about all their legal duties towards the company. Every time if there is a new appointment, re-appointment or change of director, then the same can be validated by the company secretary or a continuing director; if it is a reappointment of a director who is being appointed subsequently, then the continuing director needs to be the one other than the who is being reappointed. If there is a change in the company secretary, whether it is a reappointment or new appointment, or change of the existing secretary then it needs to be signed by a continuing director.

Officers who have been appointed to authenticate any electronic forms, applications, documents on behalf of the company, which are to be complied with the Companies Act, 2013 or any rules made there under, the authorized persons are responsible for attesting a digital signature certificate from the certifying authority, allowing them to sign any such documents. It permits their signatures, but the certificate required to be at least CLASS II or III under the IT Act, of 2000.

If the document is scanned and not in the original form then the scanned image of the document then until and unless it bears the signature of the authorized person will not be valid document for furnishing. All such documents should be legible.

It is the prime responsibility of such authorized person, that to ensure all the required attachments which are relevant to the furnish have been attached properly and are completely clear and visible, and are in accordance with all relevant guidelines of the document, if any. As stipulated in the Companies Act, 2013 and other relevant rules applicable thereto. They should also make sure that there has been no omission of facts.

The documents or application, may contain a power of attorney which has been issued to the persons acting in their professional capacity like a Chartered Accountant, Advocate, Cost Accountant or Company Secretary in Whole-Time practice or any other person as may be authorised by the board of directors and is subsequently approved by a resolution to make representation on behalf of the company, as a sanctioning or registering administers. If they fail to fulfil their duties, or the company does not pass a resolution, or power of attorney is not given, then key managerial personnel or directors can make the representation.

In case of any misleading information has been furnished or there has been an omission in filing a material information. In those circumstances, the person can be held liable under section 448 or 449 of the Companies Act, 2013. Further, the government may also deactivate the Digital Signature Certificate until a final decision. Moreover, for a case to be brought under section 448 there needs to be a conclusive record as to fraud or suppression, or omission of material facts. If any person intentionally provides untrue information, then they can be held liable under section 449 of the Companies Act, 2013.

The documents regarding the proceedings and contracts of the company should be signed and authenticated by the person so authorised by the company. Official signatories are authorized by the board of directors. These are person responsible for filling the documents with regulators and validating each of the official document in the furtherance of the business.

[i] REFERENCES


[i] Companies Act, 2013, Section 21;

Companies Act, 2013, Section 2(1)(c). https://ibclaw.in/section-21-of-the-companies-act-2013-authentication-of-documents-proceedings-and-contracts

Companies (Registration Offices and Fees) Rules, 2014, Rule 8(3).https://www.icsi.edu/media/filer_public/f7/94/f794472a-3420-41d3-bf0f-f242fb1ab3bc/critical_issues_pertaining_to_interpretation_of_definitions_and_incorporation_-_nilesh_pradhan.pdf

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