Winding up petition affidavit requirements: special rule 21 form and board-authorised deponent status can be satisfied by substantial compliance.

Rule 21 of the Companies (Court) Rules, 1959 governs the affidavit verifying a winding up petition and requires compliance with Form No. 3; the general affidavit requirements in rule 18 do not override that special provision. An affidavit that states the deponent's identity, authority, knowledge of the facts, and basis of the statements substantially complies with the prescribed form, and any verification defect is a curable procedural irregularity. A board-authorised constituted attorney who is conversant with the facts may validly swear the affidavit and institute the proceedings where sufficient authority is shown. On that basis, the objections to maintainability failed and the winding up petition was permitted to proceed.

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Issues: (i) Whether the affidavit verifying the winding up petition was in Form No. 3 and in accordance with rule 21 of the Companies (Court) Rules, 1959, and whether rule 18 applied to such affidavit; (ii) Whether a constituted attorney of the company, authorised by the board and conversant with the facts, could validly swear the affidavit and institute the winding up proceedings.

Issue (i): Whether the affidavit verifying the winding up petition was in Form No. 3 and in accordance with rule 21 of the Companies (Court) Rules, 1959, and whether rule 18 applied to such affidavit.

Analysis: Rule 21 specifically governs the affidavit verifying a winding up petition and requires it to be filed in Form No. 3. Rule 18 is a general rule dealing with affidavits in ordinary proceedings, their form, and the mode of swearing, whereas rule 21 is the special provision for a petition under the company rules. The affidavit in question stated the deponent's identity, office, authority, knowledge of the facts, and the basis of the statements made, and therefore satisfied the prescribed form. Any defect in verification was, in any event, a matter of procedure capable of being cured and did not render the petition void.

Conclusion: The affidavit complied with rule 21 and Form No. 3, and rule 18 did not defeat the petition.

Issue (ii): Whether a constituted attorney of the company, authorised by the board and conversant with the facts, could validly swear the affidavit and institute the winding up proceedings.

Analysis: The record showed that the board had executed a power of attorney in favour of the deponent, authorising him to take steps and depose in the proceedings. The company rules contemplate an affidavit by a director, secretary, or other principal officer, and also permit leave for any other duly authorised person for sufficient reason. The deponent was an assistant manager and constituted attorney, had disclosed the source of his knowledge, and was shown to have authority to act for the company. The authorisation was therefore sufficient, and the challenge to competence was without merit.

Conclusion: The constituted attorney was competent to swear the affidavit and the proceedings were validly instituted.

Final Conclusion: The objections to maintainability failed, and the winding up petition was left to proceed in accordance with law; the appeal was rejected with costs.

Ratio Decidendi: In a winding up petition, the special requirement of rule 21 and Form No. 3 governs the verifying affidavit, and a defect in verification or authorised deponent status is a curable procedural irregularity where the company has duly empowered the deponent and the affidavit substantially conforms to the prescribed form.

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