The Specific Power of Attorney becomes invalid upon the death of the principal, affecting the maintainability of proceedings for deceased Petitioners.

ORDER

1. The reluctance of Mr.K.Venkateswara Rao (Respondent), holder of the Specific Power of Attorney (SPA) representing 47 Petitioners in CP No.50 of 2015 to disclose information about the death of certain Petitioners has led the Applicant, who is also the General Power of Attorney (GPA) holder for Respondents No.2 and 3 in the main Petition, to file IA ( CA ) Nos.93 of 2024 and 94 of 2024 seeking details of the dates of death of any deceased Petitioners, an order barring the SPA holder from continuing to represent the Petitioners etc.

2. In the interlocutory applications (IAs), the Applicant has specifically stated that they have knowledge of the deaths of Petitioner Nos. 14, 26, 28, and 33 after the execution of the SPA. However, instead of addressing this straightforward issue, the Respondent has raised several unrelated concerns, such as allegations of oppression and mismanagement, as well as challenging the Applicant’s locus standi. By doing so, the Respondent has diverted attention from the real issue—whether the death of certain Petitioners affects the maintainability of the proceedings.

3. In the written arguments, the Respondent has confirmed the death of Mr.Vemula Yathirajam, Mr.Tummala Ramakrishna Rao and Mr.Patnaikuni Keshava Manoranjam out of the four Petitioners named by the Applicant. The Applicant has not only reiterated their knowledge of these four deceased Petitioners but has also named three additional Petitioners, Mr.C.Muthyam, Mr.K.Malliah and Mr.K.V.Subba Rao who have also passed away.

4. Whatsoever, it is clear that some of the Petitioners have already died during the pendency of the case. In the event of death, Rule 53 of the National Company Law Tribunal Rules provides for the substitution of the legal representatives of a party who dies during the pendency of the proceedings.

This Rule is reproduced below:

53) Substitution of legal representatives:

1) Where a party to a proceeding pending before a Bench dies or is adjudged insolvent or, in the case of a company, being wound up, he proceeding shall not abate and may be continued by or against the executor, administrator or other legal representative of the parties or by or against the assignee, receiver or liquidator, as the case may be.

2) In the case of death of a party during the pendency of the proceedings before the Tribunal, the legal representatives of the deceased party may apply within ninety days of the date of such death for being brought on record.

3) Where no petition or application is received from the legal representatives within the period specified in sub-rule (2), the proceedings shall abate:

Provided that for good and sufficient reasons shown, the Tribunal may allow substitution of the legal representatives of the deceased at any time before disposing the petition on merits.

Therefore, Rule 53 is clear that where a party to a pending proceeding dies, the matter does not abate and may continue by or against their legal representatives. The rule further specifies that an application for substitution must be made within 90 days of the death, failing which the proceedings shall abate, unless the Tribunal allows substitution for valid reasons. Based on this provision, if no application is made within the stipulated period, the proceedings in relation to the deceased Petitioners stand abated.

5. A unique aspect of this matter is that all the Petitioners executed a joint SPA rather than individual SPAs to pursue the present company petition. A Special Power of Attorney holder functions as an agent of the principal, creating a principal-agent relationship as per the Indian Contract Act, and their authority is formalized under the Power of Attorney Act , 1882. The principal-agent relationship is legally binding only while the principal is alive, unless there is a specific irrevocability clause. The general legal principle is that an individual power of attorney automatically becomes invalid upon the death of the principal. After death, the right t