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Pls confirm, 01) is it compulsory to have a meeting in the Registered office to pass a resolution, can we take the meeting in Head office (separate premises from registered office) where all the directors are available ??
02) we want to give salary certificate for an employee,(deceased) is it compulsory to issue a board resolution.
the authorized person may sign the salary documents. only his authorization certificate needs resolution, correct me if wrong.
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Dear Gaurav,
This being HR forum, reply to your first question is out of purview of the objectives of this forum. As far as second question is concerned, yes authorised signatory can sign salary certificate. In most of the cases, Managing Director (MD) is the authorised signatory. In bigger companies, even MD in turn authorises HODs to sign certain letters.
But then for the issue of salary certificate, why do you want board resolution. Was deceased person MD or Director of the company?
Thanks,
Dinesh Divekar
Dear Gaurav ji,
Do you have a system of passing resolution by board for every tiny matters?
You need to find out first what is the board resolution and why it is.
Company being an artificial person, any important decision taken by it shall be in the form of a Resolution.†It is a formal†decision†of the directors of a company in board meeting. In board meeting, not every matter is discussed. Matters which are important to business, business development, business strategy, policy related, statutory compliance related are discussed in board meeting and taken for resolution accordingly and not of which director will sign whose pay slip.
Hope you understood what I said.
You are allowed to have board meetings anywhere in the country and it need not be at the registered office. Board meetings can even be outside the country. Itís at the discretion of the board.
In fact, video conferencing is also allowed now for board meetings.
Salary certificate can be signed by any competent person in the normal course of business. The HR head, general manager, MD can sign. I donít see any need for you to have a board resolution for this
While I am not a company law expert,
There are no restriction imposed in the Companies Act, 2013 with respect to the time & place for conduct of a Board Meeting. However, the Articles of Association of a Company can place restrictions on the time & place for conduct of a board meeting. Hence, kindly check the Articles of Association of your Company.
The Board Meeting can be held at any suitable place in India or even outside India. As per the Act, it is important to have in place statutory registers and records during every Board Meeting to enable considered decisions.
All directors must be informed about place,time,agenda in time regarding the meeting.
Signing of pay slips is a routine job .
Resolutions are passed by Board of directors on comapny policies and important matters of the company which needs descision making by directors eg, delagating authorised signatories etc.
How ever for issuance of salary certifacte,autjorised signatory can issue the same if policy permits or a separate resolution is passed towards this.
I always see that all the matters of finacial nature be brought under proper policy and in the control of appropriate authority assigned and delegated by the board and hence a resolution must be there in this regards.
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