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Affixing of Common Seal

SS - Old - 08 - Rule - Companies Law - SS - Old - 08 - SS-8 Secretarial Standard on The following is the text of the Secretarial Standard-8 (SS-8) issued by the Council of the Institute of Company Secretaries of India, on . In the initial years, adherence by a company to this Secretarial Standard will be recommendatory. Introduction Common seal means the metallic seal of a company which can be affixed only with the approval of the Board of directors of the company. It is the signature of the com .....

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standard with the meaning specified: Act means the Companies Act, 1956 (1 of 1956), or any statutory modification or re-enactment thereof. Articles means the articles of association of a company. Board means the Board of directors of a company. Unless the context otherwise requires, words and expressions used herein and not defined shall have the meaning respectively assigned to them under the Act. Secretarial Standards The Act requires affixation of the common seal on certain documents, share c .....

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ing manually operated. 2.2 The common seal should have the name of the company and state in which the registered office is situated engraved in legible characters. 3. Authority and Mode of affixation 3.1 The common seal should be affixed to any instrument only by authority of a resolution of the Board or a committee authorized by the Board. 3.2 The common seal should be affixed in the presence of managing director or any two directors, and the company secretary or any other person as the Board m .....

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the common seal of the company has been affixed. 4.2 The register should contain the description of the document; date and number of the resolution authorizing the affixation of common seal; date of affixing seal on the document; name(s) of person(s) who attested the affixation; and the place at which the document was so sealed. 4.3 The register should be maintained at the registered office of the company. 5. Custody 5.1 The common seal should be kept at the registered office or at any other of .....

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ing provision in the Articles. A company may have more than one official seal. Each territory, district or place not situated in India should not have more than one official seal. 6.1 The official seal should be facsimile of the common seal. 6.2 Official seal should have engraved in it the name of the territory, district or place where it is to be so used in addition to the name and State in which the registered office of the company is situated. 6.3 The official seal should be adopted by a reso .....

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