Managing Director Filing Complaint Without Explicit Authorisation - Several court judgments emphasize that a Managing Director can file a complaint on behalf of the company even if explicit authorisation is not detailed within the complaint itself, provided there is proof of authority. Courts have accepted documents like board resolutions and affidavits affirming the Managing Director's authority to act for the company. For instance, in cases such as Bhupesh Rathod, the court held that the complaint filed through the Managing Director, supported by a board resolution or affidavit, is maintainable despite the complaint not explicitly elaborating on authorisation M. C. Baby VS Sastha Home Tech - Madras.
Role of Supporting Documents (Board Resolution/Affidavits) - Courts have consistently recognized the sufficiency of documents like board resolutions and affidavits to establish the Managing Director's authority, thereby validating the complaint. The Supreme Court accepted such documents in cases like M/s Rashmi Pharma and others, reinforcing that the presence of proper authorisation, even if not explicitly stated in the complaint, suffices for maintainability Sree Gokulam Chit & Finance Co. (P) Ltd. VS P. R. Balakrishnan, S/O. P. N. Ramakrishnan Rao - Kerala, Bhupesh Rathod VS Dayashankar Prasad Chaurasia - Supreme Court, M/S.SREE GOKULAM CHIT & FINANCE CO.(P) vs P.R.BALAKRISHNAN - Kerala.
Technicality of Complaint Content and Maintainability - Courts have opined that dismissing a complaint solely due to the absence of detailed authorisation within the complaint body is too technical a view. The primary requirement is the existence of valid authority, which can be established through ancillary documents. The courts have reiterated that the artificial person (company) acts through its officials, including Managing Directors, and such acts are valid when supported by proper authorisation Sree Gokulam Chit & Finance Co. (P) Ltd. VS P. R. Balakrishnan, S/O. P. N. Ramakrishnan Rao - Kerala, M/S. MALA IMPEX PHARMA vs THE STATE OF ANDHRA PRADESH AND ANOTHER - Telangana.
Specific vs. General Authorisation - There is no strict requirement that authorisation to file a complaint must be case-specific; general authorisation granted via board resolutions or powers of attorney is sufficient. The courts have clarified that once a Managing Director is authorized to handle legal proceedings, that authority extends to filing complaints unless explicitly restricted M/S. MALA IMPEX PHARMA vs THE STATE OF ANDHRA PRADESH AND ANOTHER - Telangana, M/S. MALA IMPEX PHARMA vs STATE OF A.P. REP BY PP. AND ANOTHER - Telangana.
Court View on Maintainability and Technicalities - Courts have generally taken a pragmatic approach, emphasizing the importance of proof of authority over strict technicalities in complaint drafting. As long as the Managing Director has the requisite authority evidenced by proper documentation, the complaint is considered maintainable, even if the complaint itself does not explicitly detail the authorisation process M.C.BABY vs M/S.SASTHA HOME TECH - Madras, CROMPTON GREAVES LTD. VS THUSHARA TRADERS C/O YAMINI ASSOCIATES - Kerala.
Analysis and Conclusion:Based on the cited judgments, a Managing Director can file a complaint on behalf of a company without explicit mention of authorisation within the complaint itself, provided there is supporting evidence such as board resolutions, affidavits, or powers of attorney confirming the Managing Director's authority. Courts have consistently held that technical deficiencies in the complaint regarding authorisation do not invalidate the complaint if proper proof exists. Therefore, in the absence of explicit authorisation within the complaint, a Managing Director can still validly file and prosecute a complaint when such authority is established through ancillary documents.
