Execution of power of attorney

[Guest]

Can any Director execute General Power of Attorney to some other person/Director to do the following acts, deeds and things like: 1. To represent in meetings and cast vote 2. To sign papers/docs which may be required in the usual course of business in capacity as Director 3. To enjoy all the powers and benefits which in capacity of Director I am entitled to 4. To do all lawful acts necessary for performance of all my duties, obligations, rights and interests as a Director Declaration : I hereby declarate that all such acts, deeds and things that may be done by my above Attorney by virtue of the powers hereby conferred shall be binding on me if done by me in personam and I ratify all such acts that may be done by my above said Power of Attorney holder.

[Markesh Antony]

I dont think such power is there in the compnay law. Right of proxy is given to shareholders and not to directors. Directors are appointed by the shareholders and there power and rights can be goveren by the shareholders only or AOA as the case may be.

AI Summary

Director delegation of authority: general power of attorney cannot replace shareholder proxy rights or control over director powers. Whether a director may execute a general power of attorney to delegate director functions is answered in the negative: company law does not recognise such delegation because the right of proxy belongs to shareholders, and directors' powers and rights are governed by shareholders and the Articles of Association.