1982 (2) TMI 266 - HC - Companies Law

Company Membership of, Shares warrants and entries in register of members, Oppression and Mismanagement Right to apply under section 397 and 398, Principles for interpretation of statutes

Issues Involved:
1. Whether members who have transferred their shares but whose names remain on the register can maintain a petition under Sections 397 and 398 of the Companies Act, 1956.
2. The validity of the consent given by shareholders through a power of attorney.
3. Whether a petition under Sections 397 and 398 must be filed in respect of the entire shareholding of a member.
4. The delegation of the right to file a petition under Sections 397 and 398.
5. The construction and scope of powers conferred by powers of attorney.

Detailed Analysis:

1. Maintainability of Petition by Members Who Have Transferred Their Shares:
The primary question was whether a member who has transferred shares but whose name remains on the register can file a petition under Sections 397 and 398. The court held that such members could maintain the petition. Section 41(2) of the Companies Act defines a member as one whose name is entered in the register of members, and thus, they are entitled to file a petition. The court emphasized that there is no distinction between a "member" and a "shareholder" for companies with share capital, and the rights of a member include those of a shareholder.

2. Validity of Consent Given by Shareholders Through a Power of Attorney:
The respondents contended that the consent given by the holders of 11,253 shares was not valid as it was given through a power of attorney. The court rejected this argument, stating that a power of attorney holder can exercise all rights and privileges of the principal, including filing a petition under Sections 397 and 398. The court referenced established legal principles that an agent can be appointed to exercise statutory rights unless explicitly prohibited.

3. Petition in Respect of Entire Shareholding:
The respondents argued that a member must file a petition in respect of their entire shareholding. The court dismissed this argument, stating that Section 399 of the Companies Act only prescribes the minimum qualifications for filing a petition and does not require a member to petition in respect of their entire shareholding. The court noted that the petition is filed in the capacity of a member, and the requisite shareholding is only for establishing eligibility.

4. Delegation of Right to File Petition:
The court examined whether the right to file a petition under Sections 397 and 398 could be delegated. It concluded that such rights could be delegated unless the statute explicitly prohibits it or the right inherently requires personal discretion or skill. The court found no such prohibition in the Companies Act and upheld the delegation of the right to file the petition through a power of attorney.

5. Construction and Scope of Powers Conferred by Powers of Attorney:
The court analyzed the specific powers of attorney in question. It concluded that the general powers conferred by clause 1 of the powers of attorney were sufficient to authorize the filing of the petition. The deletion of specific clauses in one of the powers of attorney did not curtail the general authority conferred by clause 1. The court emphasized that the powers of attorney must be construed as they stand, without considering subsequent events or statements made in court.

Conclusion:
The court dismissed the appeal, affirming that the petitioners had the requisite locus standi to maintain the petition. The appeal was dismissed with costs quantified at Rs. 15,000.

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