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Issues:
1. Determination of whether Mark Mothio is a principal officer of the petitioner company for the purpose of verifying the petition. 2. Examination of the validity of the power of attorney granted to Mark Mothio by the petitioner company. 3. Analysis of the applicability of the rule regarding verification of petitions by a director, secretary, or principal officer of a company. Analysis: The judgment delivered by Pennycuick, J. in the Chancery Division primarily revolves around the issue of whether Mark Mothio qualifies as a principal officer of the petitioner company for the purpose of verifying the petition. The judge highlighted the importance of Rule 30 of the Companies (Winding-up) Rules, 1949, which requires the affidavit verifying a petition to be made by a director, secretary, or principal officer of the company. Pennycuick, J. emphasized that the term "officer" under the Companies Act, 1948, includes a manager, but it is not limited to directors only. The judge cited precedents to illustrate that not all officials of a corporation can be considered principal officers, and strict construction of Rule 30 is necessary in such cases. Moreover, the judgment delves into the validity of the power of attorney granted to Mark Mothio by the petitioner company. While it was acknowledged that Mark Mothio was authorized by the company to swear the affidavit through the power of attorney, the judge opined that such authorization does not automatically elevate him to the status of a principal officer as required by Rule 30. The judge cautioned against bypassing the rule by empowering a servant who is not a principal officer to verify the petition, except in exceptional circumstances. Furthermore, the judgment referenced the case law of In re African Farms Ltd. to discuss the acceptability of affidavits sworn by individuals other than directors, secretaries, or principal officers of a company. While acknowledging that there may be exceptional circumstances where such affidavits could be accepted, Pennycuick, J. stressed the importance of adhering to the literal terms of the rule unless compelling reasons exist for deviation. The judge highlighted the inconvenience that strict enforcement of Rule 30 may pose for large companies but underscored the necessity of upholding the rule as a benchmark for verifying petitions in the Companies (Winding-up) Department and the court. In conclusion, the judgment emphasized the significance of ensuring compliance with Rule 30 and upheld the traditional practice of requiring affidavits to be sworn by directors, secretaries, or principal officers of companies. The judge opted to make a winding-up order conditional upon the production of an affidavit sworn by a duly authorized individual meeting the criteria specified in the rule, thereby underscoring the importance of adhering to procedural requirements in insolvency proceedings.
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