Partnership Firm

A firm is an artificial person and upon dissolution it ceases to exist. therefore a contract of agency entered into aby a firm stands terminated upon its dissolution.

Power of Attorney

General

A Power of Attorney [PoA] is governed by the Powers of Attorney Act 1882, Indian Contract Act 1872 and Indian Registration Act 1908.
There is a specific distinction between an Agent and a PoA holder. An Agent is not empowered to use the name of the principal whereas the Attorney can use the principal’s name in the transaction entered into by him.
A PoA issued in regard to a single transaction is known as a Special PoA.
An Attorney who is appointed as agent to do a certain thing and if there is no express term for termination of agency, then it can’t be terminated.
A PoA issued for registration of documents must be registered before the Registrar of the district where the Principal resides. A PoA issued out of India must be executed before a Notary Public, Magistrate or Indian Consul.
A PoA ceases on the death of either party. Where 2 Attorneys are appointed to act Jointly and one of them dies the survivor can’t act alone
A minor can’t issue Power of Attorney [POA] as a minor does not have legal rights to execute a document. A minor can execute a document only through his guardian

Duration:

A General Power of Attorney [POA], unless expressly or impliedly limited for a particular period continues in force until revoked or determined by death of either party.
A Special POA to do an act is determined when the act is done.

Termination:

1. A POA may be terminated -
1. by the Donor by revoking the attorneys authority, or
2. by the attorney renouncing his authority. or
3. after the activity is completed.
4. by the death of either party or
5. by the donor is declared as insolvent.
2. Termination of authority to the agent terminates the authority of all the sub-agents.
   
   

Irrevocable POA

A POA can not be revoked without the express consent of the attorney Where the attorney has an interest in the subject matter of the POA. Where the authority is given to the attorney by deed or for a valuable consideration or a security or for securing the interest of the attorney the POA is irrevocable during the subsistence of such security or interest.

When a POA can not be Revoked.

1. The POA can not be revoked after the agent has partly used the power vested in him.
2. Where there is an express or implied contract that the agency should be continued for a period of time. in case of revocation the Principal has to pay compensation for early revocation.
3. POA can not be revoked without giving notice.
   
   

Revocation

Revocation should be made known to the agent. The revocation does not take effect till the same is notified by the principal to the Agent.


POA ineffective

A suit filed by a POA holder on behalf of the principal is considered as nullity where the principal is dead at the time of filing the suit.


POA issued Jointly.

Death of one of the joint principals will not revoke the POA.


Authority

The power of attorney once utilised would not terminate or cease in relation to future acts which are only consequential to the previous acts already done.

An Advocate can not act simultaneously in processional capacity and also as an agent of the principal.

(c) 2006, Shreerang Ketkar, All rights reserved.

Corporate Governance Requirements.

1. The Company must publish its philosophy on code of Governance.
2. It is recommended that Chairman and CEO should not be the same person.
3. To disclose the Tenure and age limit of Directors including Independent Directors.
4. Disclose of Definition of Independent Director, Financial Expert and selection criteria for Board of Directors.
5. A Director shall not be a Chairman of more than 5 committees and shall not be a member of more than 10 committees across the companies where he is a director.
   
   
6. To have in place post Board meeting follow up system and compliance of Board procedures.
7. Appointment of Lead independent Director.
8. To setup a Remuneration Committee. Disclosure of Remuneration policy and remuneration of Directors.
9. to disclose Code of Conduct.
10. Audit Committee
1. Transparency in composition of Audit Committee
2. In case the Chairman is executive director 50% of the Committee members should be Independent directors.
3. In case the Chairman is non-executive director 1/3rd Committee members should be Independent directors.
4. At least 4 meetings in a year with duration between the two meetings of not more than 4 months.
5. To disclose the participation of invitees in the committee meetings.
6. Disclosure of Audit committee charter and terms of reference.
7. Publishing the Audit committee report.
11. To provide half yearly financial results to Share holders.
12. Disclose Audit Qualifications in the Annual Report.
13. To establish a Whistle Blower Policy.
14. To disclose details of last 3 AGM and EGM with details of Special resolutions passed in those meetings.
15. A Company shall have a code on Prohibition of Insider Trading.
    
    

(c) Copyright 2006, Shreerang Ketkar