Member's standing under oppression and mismanagement provisions survives transfer until register rectification, and authority may act through a valid attorney.

A registered member whose name remains on the register of members may invoke sections 397 and 398 of the Companies Act, 1956 even if the beneficial interest in the shares has passed to a transferee, because membership follows the register until rectification is effected. The same statutory rights may be exercised through a duly authorised attorney, and written consent under section 399 may likewise be given through an agent where the power of attorney covers those acts. Section 399 requires only the prescribed qualifying shareholding or membership and does not require the petition to cover every share held by the petitioning member. The petition was therefore treated as maintainable and the objection to locus standi failed.

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Issues: (i) whether a registered member whose shares have been transferred but whose name continues on the register of members can maintain a petition under sections 397 and 398 of the Companies Act, 1956; (ii) whether such a petition may be maintained through a duly authorised attorney and whether consent under section 399 may likewise be given through an attorney; and (iii) whether the petition must be filed in respect of the member's entire shareholding.

Issue (i): whether a registered member whose shares have been transferred but whose name continues on the register of members can maintain a petition under sections 397 and 398 of the Companies Act, 1956.

Analysis: The statutory scheme treats a person whose name is entered in the register of members as a member of the company. In a company having share capital, membership and shareholding are ordinarily synonymous. A transferor whose name continues on the register remains the person recognised by the company as shareholder and is entitled to exercise the rights attached to that status until registration is effected in favour of the transferee. The transferee's remedy lies in seeking registration and rectification of the register. The Court refused to cut down the plain language of sections 397 and 398 by excluding such registered members merely because the beneficial interest has passed to another person.

Conclusion: The registered transferor remained entitled to maintain the petition and the objection to locus standi failed.

Issue (ii): whether such a petition may be maintained through a duly authorised attorney and whether consent under section 399 may likewise be given through an attorney.

Analysis: A statutory right may be exercised through an agent unless the statute or the nature of the power forbids delegation. Nothing in sections 397, 398 or 399 requires the personal exercise of discretion in a manner that excludes agency. The powers of attorney in the case expressly authorised the attorneys to exercise all rights and privileges attached to the shares and to take proceedings concerning them. The same reasoning applied to the giving of written consent under section 399.

Conclusion: The petition and the consents validly operated through the authorised attorneys.

Issue (iii): whether the petition must be filed in respect of the member's entire shareholding.

Analysis: Section 399 prescribes minimum qualifying membership or shareholding, but it does not require a member to petition in respect of every share held by him. The petitioning members collectively satisfied the statutory threshold even without relying on the disputed block of shares. The Court declined to read into the statute a further condition not expressed by Parliament.

Conclusion: The petition was not invalid for failure to include the petitioners' entire shareholding.

Final Conclusion: The challenge to maintainability failed, the petitioning members had the requisite locus standi, and the order refusing to revoke admission of the company petition was left undisturbed. The appeal was dismissed.

Ratio Decidendi: A person whose name remains on the register of members is a member entitled to invoke sections 397 and 398, and those statutory rights may be exercised through a validly authorised agent so long as the statute does not prohibit delegation.

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