Agency can validly furnish consent for shareholder oppression proceedings where personal signature is not statutorily required.

Consent required under section 399(3) of the Companies Act, 1956 for joining an application under sections 397 and 398 need not be given personally by the member. A general power of attorney holder authorised to manage shares and take legal steps may validly sign and give the consent on the member's behalf, because the statute does not expressly or impliedly require personal execution and the act is not inherently personal. Rule 88 of the Companies (Court) Rules, 1959 only requires annexure of the signed consent letter and does not insist on the member's own signature. The ordinary law of agency therefore applies, and the objection to maintainability fails.

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Issues: Whether consent required under section 399(3) of the Companies Act, 1956 for an application under sections 397 and 398 can validly be given by a general power of attorney holder on behalf of a member.

Analysis: The statutory text of section 399(3) does not expressly or by necessary implication require the consent to be given personally by the member. A general power of attorney authorising management and administration of shares and authorising the holder to take legal steps on behalf of the principal is wide enough to include the act of granting consent for the purpose of joining in an application under sections 397 and 398. Rule 88 of the Companies (Court) Rules, 1959 requires only that the letter of consent signed by the consenting members be annexed; it does not insist on personal signature by the member. The normal rule of agency applies, and the consent contemplated by section 399(3) is not a function so personal in nature as to exclude delegation through an authorised agent.

Conclusion: Consent under section 399(3) can validly be given by a duly authorised general power of attorney holder, and the preliminary objection to maintainability fails.

Ratio Decidendi: Where a statute does not require personal exercise of a right and the act is not inherently personal in nature, it may be performed through an authorised agent under the ordinary law of agency.

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