Maintainability of oppression and mismanagement petitions depends on board authority and petition-specific written consent under company law.

A company petition under sections 397 and 398 must be instituted by a person duly authorised to represent the company, and a director without board authority cannot file it on the company's behalf. The absence of a board resolution or other proof of authority was treated as a defect going to maintainability and not a curable technical irregularity. The consent required under section 399(3) must also be petition-specific, contemporaneous, and show conscious application of mind to the allegations and reliefs actually pursued. A general or unlinked consent was held insufficient, so the petition failed for want of valid authorisation and valid written consent.

---

---

Issues: (i) Whether the company petition was validly instituted by a person competent to represent the petitioner-company. (ii) Whether the consent obtained under section 399(3) constituted valid consent in writing for maintaining the petition under sections 397 and 398.

Issue (i): Whether the company petition was validly instituted by a person competent to represent the petitioner-company.

Analysis: A company can act through its board, and a director who is not shown to be duly authorised cannot on his own institute proceedings on its behalf. The absence of a board resolution or any material showing authority to present the petition was treated as a defect going to the root of the matter. Such want of authority was held not to be a mere technical irregularity and could not be cured by subsequent ratification.

Conclusion: The petition was not validly instituted and this issue was decided against the petitioner-company.

Issue (ii): Whether the consent obtained under section 399(3) constituted valid consent in writing for maintaining the petition under sections 397 and 398.

Analysis: Consent under section 399(3) must be to a particular petition with identified allegations and reliefs, showing that the consenting members applied their minds to the proposed action. A general or mechanical consent, or a consent that cannot be linked with the petition actually filed, is insufficient. On the wording of the consent letter, the Court found no adequate nexus between the draft said to have been approved and the petition presented, and held that the statutory requirement was not met. Compliance had to exist at the time of filing and could not be supplied later.

Conclusion: The consent in annexure A-2 was not valid consent in writing under section 399(3), and this issue was decided against the petitioner-company.

Final Conclusion: The appellate challenge succeeded because the underlying company petition was held to be not maintainable for want of valid authorisation and valid statutory consent.

Ratio Decidendi: For a petition under sections 397 and 398, the applicant must show both proper authority to institute the proceeding and a contemporaneous, petition-specific written consent under section 399(3) reflecting conscious application of mind by the consenting members; absence of either requirement is fatal to maintainability.

---