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22 Execution of bills of exchange, etc.

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CHAPTER II

Section 22 of Companies Act 2013

1.     A bill of exchange, hundi or promissory note shall be deemed to have been made, accepted, drawn or endorsed on behalf of a company if made, accepted, drawn, or endorsed in the name of, or on behalf of or on account of, the company by any person acting under its authority, express or implied.

2.     A company may, by writing under its common seal, if any [1] authorise 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.

“Provided that in case a company does not have a common seal,the authorisation 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.”; [2]

3.     A deed signed by such an attorney on behalf of the company and under his seal shall bind the company.[***][3]


 

1. The words “under its commonseal, if any,” shall be substituted  by the Companies (Amendment) Act,2015 vide Notification No.F.No.01/06/2015-CL.V dated  29th may, 2015.

2. Inserted by the Companies (Amendment) Act,2015 vide Notification No.F.No.01/06/2015-CL.V dated  29th may, 2015.

3. Omitted words "and have the effect as if it were made underits common seal” by the Companies (Amendment) Act,2015 vide Notification No.F.No.01/06/2015-CL.V dated  29th may, 2015.

Short Notes:

  • This section came into force from September 12, 2013.

  • It provides for execution of bills of exchange, hundi, promissory notes and other deeds. A company may, by writing under its common seal, authorize any person as its attorney to execute deeds on company’s behalf.

  • Deed signed by such an attorney on behalf of the company and under his seal shall bind the company and have same effect as if it were made under its common seal.

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