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TMI Blog2006 (11) TMI 341X X X X Extracts X X X X X X X X Extracts X X X X ..... he tenancy by issuing notice under section 106 of the Transfer of Property Act. 3. Trial Court allowed the suit and granted decree directing the tenants to vacate and deliver vacant possession of the tenanted premises. The court also directed payment of damages at the rate varying between Rs. 5 to Rs. 8 per square foot payable by each of the tenant for use and occupation of the premises from the date of termination of tenancy. The Trial Court further granted interest at the rate of 12 per cent on the damages if paid within certain time and in default to pay enhanced interest at 18 per cent. 4. The material facts disclose that the plaintiff/tenant is a private limited company. The provisions of section 43A(1A) are extracted hereunder ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a private company into a public company. 23. Registration of change of name and effect thereof. (1) Where as company changes its name in pursuance of section 21 or 22, the Registrar shall enter the new name on the register in the place of the former name and shall issue a fresh certificate of incorporation with the necessary alterations embodied therein; and the change of name shall be complete and effective only on the issue of such a certificate. (2) The Registrar shall also make the necessary alteration in the memorandum of association of the company. (3) The change of name shall not effect any rights or obligations, of the company, or render defective any legal proceedings by or against it; and any legal proceedings which might ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ings. 9. Counsel for the appellant argued that a person to file a suit on behalf of the company should have the necessary authorisation from the board to institute the suit in order to bind the company. In the absence of proper authorisation the suit filed on behalf of the company is bad in law. In this regard relied on the ruling of the Calcutta High Court in Al-Amin Seatrans Ltd. v. Owners and Party interested in Vessel M. V. Loyal Bird AIR 1995 Cal. 169. In the said decision it is laid down that a suit filed by the managing director seeking various reliefs was not competent since there was no authorisation from the board of directors. 10. The facts in the cited case disclose that there was a dispute between the two groups i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not be deemed to be included within substantial powers of management : Provided further that a managing director of a company shall exercise the powers subject to the superintendence, control and direction of its board of directors;" [Emphasis supplied] 12. The words substantial powers of management specifically excludes certain acts from its purview. Therefore, except the excluded acts the managing director has power and privilege of conducting the business of the company in accordance with the memorandum and articles of association of the company. The institution of the suit on behalf of the company by the managing director is ..... X X X X Extracts X X X X X X X X Extracts X X X X
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