• Conveyance Deed issues

I have purchased a plot from a Company. The Company has executed and registered a Deed of Conveyance with me. Under the deed I have already made a part payment and balance payment was due on 1.10.18. The Company has attached a board resolution to the deed. By that resolution the Company had authorized several persons as authorised signatories on behalf of the Company for signing sale deeds with the plot purchasers and for completing all registration formalities for various projects of the company, including the project in which I have purchased the plot. Out of the several named persons in that resolution, one person signed the Deed of Conveyance on behalf of the company. For admitting execution before registrar, that person had granted a duly stamped and registered POA in favour of few employees of the company, to act for him, on a jointly or severally basis. However the recital of that POA does not refer to the project in which I have purchased the plot. But it does state that the grantor is the authorised rep. of the company and is required to sign several sale deeds on behalf of the company. 

Queries:

1. is the authorised person of the company who signed my conveyance deed on behalf of the company, has any power to grant a POA to other persons of the company for completing the registration formalities like admitting execution of his signature before the registrar? Can that person grant such a POA on basis of the authority of 'completing all registration formalities' contained in the Board Resolution of the Company? In other words do the words 'completing all registration formalities' include the authority to the authorised person to make a POA for completing registration formalities on his behalf? 

2. Does the non mention of the project in which I have purchased my plot, in the above POA is of any consequence, when the Board Resolution of the Company which mentions the project in which I have purchased the plot, is also attached to the Conveyance Deed? In other words can it be said that the project in which I have purchased the plot is referable from the Board Resolution, even though it is not specifically mentioned in the POA (which only states that the grantor is the authorised representative of the Company)? 

3. Pending clarification on above issues, should I pay the balance due to the company on 1.10.18 under the Deed of Conveyance OR should I wait for the company to sort out these issues by executing a rectification deed to clarify the anomalies regarding the Board Resolution and POA? Would it be wise to withhold balance payment as company is a defaulter, i.e. if i make the balance payment the company will not bother to entertain me for the BR and POA issues. OR should i perform my part of contractual obligation under the conveyance by making balance payment and pursue legal action against the company for the BR and POA issue? 

4. What is my legal remedy if the company does not concede to my request
Asked 7 years ago in Property Law
Religion: Christian

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9 Answers

Sir of the resolution mention that he can further authorise person to sign the POA then the POA is valid. If no authority to appoint person expressly mentioned then he has to.sign himself. So completing formalities in my view doesn't give power to appoint POA to sign deed.

2. Yes the same can be seen from board.resolution if no specific mention in POA of same.

3. You should wait and ask company from.confirmation deed from the authorised person himself. Give a legal notice to company for same.

4. You can give notice and if on notice company does not take step a suit for same can be filed.

Shubham Jhajharia
Advocate, Ahmedabad
25513 Answers
179 Consultations

If the BR states that authorised signatory can 'do all acts for completing registration formalities' then in my opinion it includes the right to grant a PoA for admitting execution before registrar on behalf of authorised signatory. That itself is an act in furtherance of completing registration formalities

Since the POA does not specifically mention your project but states that grantor is authorised signatory of company required to sign various documents on behalf of company and the BR is also attached to conveyance deed along with this POA, then in my opinion your project is referable in the POA by implication from the BR which is itself attached to conveyance deed

So the BR and POA are not that grave a issues

However there is no harm if a document clarifying the apprehension around the BR and POA, is executed

If company does not accede to your request then you can file a civil suit to compel the company to rectify or clarify the anomalies with regard to the BR and POA.

Alternately since such a suit would take long to resolve (in the event the company contests your suit) and considering the costs involved for the same, you can also ask the company to clarify on the BR and POA on its letterhead duly signed by all the board of directors of company with company seal and stamp affixed

Thereafter you can issue public notice in local newspapers to inform public that the plot is sold to you under a registered conveyance deed and also mention about the company letter giving clarification on BR and POA and thus call for objections from public

Presently you wont face any issues if there is no clarification on the BR and POA but you may face issues when you sell this plot and the buyer has availed bank loan. Its possible that the bank may raise these issues and refuse to sanction loan of buyer and thus your buyer profile may be restricted

Thus as a caution you can go for either rectification or clarification deed and if company does not agree for it then you can opt for public notice route (if company says that it will give clarification on its letter head and not by a separate document) or you can go for a substantive civil suit as these issues may have a bearing on your title in future upon selling

Regardless of the company complying, i suggest that you must adhere to and comply with your contractual obligations under the deed and make balance payment to company under protest and on a without prejudice note

Yusuf Rampurawala
Advocate, Mumbai
7899 Answers
79 Consultations

1) authorised representative cannot execute POAin favour of few employees to complete registration formailites

2) you should wait for company clarification abd then make balance payment t to the company

3) if you make balance payments company would not bother to entertain you

Ajay Sethi
Advocate, Mumbai
99775 Answers
8145 Consultations

1. The POA holder being authorised by the Company (or executor of the POA) to complete execution of a job can not issue a sub-POA to another person for executing the said job.

2. The said POA is to be perused to ascertail whether it was executed for completing execution of registration of the stated property in particular or not or whether it was a POA in general for completing execution of registration of all the properties developed by the said company. If it was for execution of registration of some other property, then it is not for registering your property.

3. The Deed of Conveyance (i.e. sale deed) can be registered only after full payment is made. It might be that you are refering to registration of agreement of sale and not deed of conveyance. However, if you have already paid most part of tye consideration, then it will not be prudent onyour part to give any room to the promoter company to cancel your allotment or make default allegation on you.

4. First of all get the POA verified by a lawyer to ascertain whether the agreement for sale has been registered properly by a competent person of the company holding the POA or not. If it is found to be correct, then you need not worry any further. If not, then take up the matter legally with the Company and insist for getting the sale sgreement registered by the POA holder. File a complaint case before the RERA Tribunal if the project is RERA compliant. If not then file a complaint case before the local District Consumer Dispute Redressal Forum or State Consumer Dispute Redressal Commission (if the claim is for more then Rs.20 lakhs) against the promoter alleging deficiency in service and unfair business practice claiming immediate registration of the sale agreement or sale deed (if you make the full payment), damage and cost.

Krishna Kishore Ganguly
Advocate, Kolkata
27703 Answers
726 Consultations

1. The board has resolved in a meeting which has been stated in the said resolution signed by the MD who is competent to sign the said board resolution.

2. Board resolution can not be signed by every body attending the board meeting.

3. So, the said BR sighned by the MD of the Company is valid.

Krishna Kishore Ganguly
Advocate, Kolkata
27703 Answers
726 Consultations

MD signature is sufficient

Ajay Sethi
Advocate, Mumbai
99775 Answers
8145 Consultations

Board of directors that is all the directors need to sign same.

Shubham Jhajharia
Advocate, Ahmedabad
25513 Answers
179 Consultations

1. The company's authorised representative cannot execute a POA to any other person to sell the property on his behalf, because he himself is doing it on behalf of his company. However if he has been authorised by the company to appoint a power agent by a registered POA Deed then the said power agent can sell the property on behalf of his principal.

2. Without any specific orders in writing by the company in it's resolution authorising the authorised representative to sell the property by executing a registered power of attorney deed to a power agent, such sale may not be legally valid.

3. Since this is not legally valid procedure, in my opinion, you may await for the company to respond and if it is recommended by an advocate through his legal opinion, you may proceed.

4. Send them a legal notice and seek for refund of booking amount with interest.

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

The Board RESOLUTION is signed by the MD of the company. Under company law is such a BR required to be signed by all the board of directors or only the MD signature would suffice?

The board resolution is to be passed by a meeting of a board of directors and the minutes should be signed by the members who attended the meeting. After that referring to the decision by the board of directors in the meeting, the MD can sign the authorisation letter.

T Kalaiselvan
Advocate, Vellore
89977 Answers
2492 Consultations

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