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2017 (3) TMI 753 - Tri - Companies LawCompany petition filed by a duly authorised person - authorization - whether he manager has no right to file the petition by way of delegating powers vested in him to the authorised signatory viz. Mr. Bartholomew Kamya? - Held that - Pursuant to the Shareholders Resolution notarised by the Notary Public Ref.No.201277/1/2013, on 5.11.2013, the Chief Executive Officer of ETA ASCON Holding LLC, by way of Appointment of Manager s Resolution dated June 4, 2014, appointed Mr.Shaukat Ali Mir as General Manager of the petitioner company and vested him with the powers enumerated in the said resolution that included the right to delegate all or part of the authorities. Based on this, Mr.Shaukat Ali Mir has given an Authorisation letter to Mr. Bartholomew Kamya, authorising him to sign the petition that has been filed under Sections 397 and 398 of the Companies Act, 1956 before CLB/NCLT. The source of Authorisation letter given to Mr.Bartholomew Kamya is the Shareholders Resolution dated 5.11.2013. The authorisation is held to be in accordance with law and hence Mr. Bartholomew Kamya is competent to sign the petition filed under Sections 397 and 398 of the Companies Act, 1956. Therefore, C.A.I stands dismissed and the Company petition is held maintainable.
Issues Involved:
1. Authority to file the company petition. 2. Validity of the "Appointment of Manager's Resolution" and the subsequent authorisation. 3. Legal precedents concerning the delegation of authority to initiate legal proceedings. Issue-wise Detailed Analysis: 1. Authority to File the Company Petition: The core issue raised by the Applicants/Respondents was whether the company petition filed under Sections 397 and 398 of the Companies Act, 1956, was validly instituted by Mr. Bartholomew Kamya. The Applicants argued that the petition lacked proper authorisation as Mr. Kamya was not a member/shareholder and the manager had no right to delegate such powers. 2. Validity of the "Appointment of Manager's Resolution" and the Subsequent Authorisation: The "Appointment of Manager's Resolution" dated June 4, 2014, authorised Mr. Shaukat Ali Mir to act on behalf of the petitioner company, including delegating his powers. Mr. Mir, in turn, authorised Mr. Bartholomew Kamya to file the petition. The Tribunal examined the language of the resolution and concluded that it granted Mr. Mir comprehensive powers, including the authority to appoint legal representatives. The authorisation letter dated October 14, 2015, from Mr. Mir to Mr. Kamya was deemed valid, as it explicitly empowered Mr. Kamya to engage in litigation on behalf of the company. 3. Legal Precedents Concerning the Delegation of Authority to Initiate Legal Proceedings: The Tribunal reviewed several case laws to ascertain the validity of the delegation: - Deutsche Bank AG v. Prithvi Information Solutions Ltd.: The Andhra Pradesh High Court held that a winding-up petition was invalid due to lack of specific authorisation in the power of attorney. The Tribunal found this case distinguishable as it did not pertain to a power of attorney but to a resolution and subsequent authorisation. - Mohan Lal Mittal v. Universal Wires Ltd.: The Kolkata High Court ruled that a secretary's letter of consent was invalid without a board resolution. The Tribunal found this case irrelevant as it did not involve a secretary's consent. - Canara Workshops Ltd. v. Mantesh: The Karnataka High Court held that a general power of attorney was insufficient for filing a complaint under Section 138 of the Negotiable Instruments Act. The Tribunal distinguished this case as the authorisation letter in the present case explicitly included the authority to file petitions before the CLB, Chennai. - Aloys Wobben Argestrasse v. Enercon (India) Ltd.: The Madras High Court held that factual aspects must be examined to determine the validity of authorisation. The Tribunal applied this principle, examining the factual basis of the authorisation in the present case. The Tribunal also referred to the ruling in Pearson Education Inc. v. Prentice Hall of India (P.) Ltd., where the CLB held that a petition under Sections 397 and 398 signed by a duly authorised person is legally valid. The Tribunal concluded that the authorisation given to Mr. Kamya was in conformity with the legal requirements and upheld the validity of the petition. Conclusion: The Tribunal dismissed the company application challenging the maintainability of the petition, holding that the authorisation was legally valid. The company petition filed by Mr. Bartholomew Kamya under Sections 397 and 398 of the Companies Act, 1956, was deemed maintainable. There was no order as to costs.
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