1994 (3) TMI 395 - Board - Indian Laws

Summary

Issues:
1. Interpretation of power of attorney in relation to filing petitions under Section 397/398 of the Companies Act.
2. Authority of a power of attorney holder to act on behalf of shareholders in filing petitions.
3. Application of rules of construction for powers of attorney in determining the scope of authority.

Analysis:
1. The judgment involves two petitions filed under Section 397/398 alleging oppression and mismanagement in two companies by the power of attorney holder of the petitioners. The respondents raised a preliminary objection regarding the authority of the power of attorney holder to file the petitions. The power of attorney granted by the petitioners did not expressly authorize the holder to file such petitions, leading to a dispute over the interpretation of the power of attorney.

2. The court referred to the decision of the Division Bench of the Bombay High Court in Killick Nixon Ltd. v. Bank of India, which emphasized that the power of attorney must expressly confer the right to file petitions under Section 397/398. The court highlighted the importance of specific authorization within the power of attorney for such actions. The judgment clarified that general clauses in a power of attorney do not automatically grant broad powers and must be interpreted in conjunction with specific provisions.

3. The judgment also discussed the rules of construction for powers of attorney, emphasizing the need for strict interpretation and the relevance of recitals in cases of ambiguity. The court analyzed the specific clauses of the power of attorney in the present case and concluded that the general clause in Clause 19 did not expand the powers beyond the specific provisions listed in Clauses 1 to 18. The court cited the principle that general words following specific powers do not broaden the scope of authority unless necessary for the specified purpose.

4. By applying the principles from Killick Nixon Ltd.'s case and Timblo Irmaos Ltd. v. Jorge Anibal Matos Sequeira, the court determined that the power of attorney holder did not have the authority to file the petitions on behalf of the shareholders. The judgment highlighted the importance of specific authorization within the power of attorney for undertaking legal actions on behalf of the principal. Consequently, the court dismissed the petitions as not maintainable due to the lack of explicit authorization in the power of attorney for filing such petitions.