Directors of a company can initiate legal proceedings without a formal Board resolution if authorized by the Memorandum and Articles of Association.

JUDGMENT :

MAHENDAR KUMAR GOYAL, J.

In S.B. Company Application No.43/2013:

1.For the reasons stated in the application no.13275/2019 filed by the applicant for taking on record the Memorandum and Articles of Association, which is not opposed by the learned counsels for the non-applicants/respondents, the same is allowed. The Memorandum and Articles of Association appended with the application is taken on record.

2. Since, all these four company applications share similar facts and common questions of law, they have been heard together and are being disposed of vide this common order.

3. For the sake of convenience and ready reference, facts are being referred from the company application no.40/2013:The Maharaja Kishangarh Somyag, Mills Co. (Trans.) Ltd. vs. Official Liquidator and Another. It is stated therein that a lease agreement dated 22.01.1943 was executed in between the applicant (for brevity, ‘old company’) and The Maharaja Kishangarh Mills Co. Ltd. (for brevity, ‘new company’) whereby, the old company had leased its plant, machinery, land and building to the new company. A winding up petition no.3/56 came to be filed against the new company which was allowed vide order dated 11.04.1958. The old company filed its five claims on 11.06.1958 before the Official Liquidator (for brevity, ‘OL’). While, the claims no.4 and 5 were accepted, the claims no.1, 2 and 3 were rejected involving the subject properties. Rejection of the claims was assailed by the old company by way of the Civil Miscellaneous Company Appeal No.4/1960 which came to be decided in its favour by the Company Court vide its order dated 04.07.1960. As per the order, possession of the properties was to be handed over to the old company. The D.B. Special Civil Appeal preferred thereagainst came to be dismissed by a Division Bench of this Court vide order dated 16.01.1964. However, a liberty was granted to the OL to file his claim before the Company Court qua the construction raised by the lessee company on the subject property. The old company filed an execution application whereupon, the Company Court, vide its order dated 21.12.1979, observed that the OL was required to carry out direction of the Company Court in the order dated 04.07.1960 in letter and spirit. Thereafter, although, possession of vacant land was handed over by the OL to the old company; but, the constructed portion was not handed over whereupon, the Company Court, vide its order dated 15.10.1982, issued a direction to handover possession of the properties with construction thereon alongwith the amount of rent collected during the intervening period to the old company recording a finding that no material could be produced by the OL to show that the construction was made by the new company. Vide order dated 03.11.1995, a Division Bench of this Court dismissed the D.B. Special Appeal Civil No.7/1983 filed by the OL against the order dated 15.10.1982. The Special Leave Petition filed by the OL against the order dated 03.11.1995 was dismissed by the Hon’ble Supreme Court of India vide its judgment dated 23.02.1996. Still, possession of the subject property could not be handed over to the old company whereupon, the Company Court, vide its order dated 25.11.2010 passed in S.B. Company Application No.54/2005 filed by the Official Liquidator, directed payment of rent to the old company and to withdraw Security Guards. Thereafter, the Company Court, vide its order dated 28.07.2011 passed in S.B. Company Application No.24/2011 filed by the old company under Section 446 of the Companies Act, 1956 (for brevity, ‘Act of 1956’) permitted it to take appropriate action against the alleged trespassers and tenants as permissible under the law and the Official Liquidator was directed to cooperate in the matter. Whereupon, the old company filed certain company applications under Sections 446 and 447 of the Act of 1956 including the instant company applications seeking physical and vacant possession of the subject pro