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CS Professional · Drafting, Pleadings and Appearances · Art of Opinion Writing

Rohan, a practising company secretary, gives a written opinion to Kiran Textiles Ltd. on a proposed related party transaction, relying on a board resolution copy supplied by the company. He does not verify the original minutes and does not state that he relied on the copy. Later the copy is found to be forged by the company's officer. Which drafting practice would best have protected Rohan?

Rohan would have been best protected by listing the documents examined and stating the assumption that copies are genuine, with the opinion limited to those documents. This defines the scope of reliance and shows due care, whereas claiming finality or omitting references gives no protection.

  1. AAdding a general statement that the opinion is final and binding on all courts
  2. BStating the documents examined and the assumption of their genuineness, and that the opinion is based only on themCorrect
  3. CAvoiding any reference to the documents so that no inconsistency can arise
  4. DGiving the opinion orally only

Explanation

A well-drafted opinion lists the documents reviewed and the assumptions, such as genuineness of copies and authenticity of signatures. This limits the scope of reliance and shows due care. Claiming finality has no legal basis, and omitting document references weakens the defence.

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