Company Secretary's Authority Upheld in Petition Filing under Companies Act

The tribunal held that the company secretary had the authority and locus standi to file the petition, emphasizing his role as a key managerial personnel and officer in default under the Companies Act, 2013. It dismissed the interlocutory application seeking to declare the petition not maintainable and scheduled the main petition for final hearing, directing both parties to submit their written submissions by a specified date.

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Issues Involved:
1. Maintainability of Company Petition No. 75(CHE) of 2021.
2. Authority and locus standi of the company secretary to file the petition.
3. Compliance with provisions of the Companies Act, 2013, specifically section 90.
4. Allegations of professional misconduct against the company secretary.

Issue-Wise Detailed Analysis:

1. Maintainability of Company Petition No. 75(CHE) of 2021:
The applicant, Mr. Mayank Agarwal, filed an interlocutory application (I.A. No. 2 of 2021) seeking to declare that Company Petition No. 75(CHE) of 2021 is not maintainable and should be dismissed. The argument centered around whether the company secretary had the authority to file the petition without a board resolution authorizing him to do so.

2. Authority and Locus Standi of the Company Secretary:
The applicant argued that the company acts through its board of directors, and the company secretary did not have the board's approval to file the petition. The applicant cited judgments (Nibro Ltd. v. National Insurance Co. Ltd. and State Bank of Travancore v. Kingston Computers (I) P. Ltd.) to support the claim that legal proceedings require a valid board resolution. In contrast, the respondent-company secretary argued that he had the locus standi based on a board resolution appointing him as the company secretary and compliance officer, which empowered him to perform duties under the Companies Act, 2013. He also cited Order 29, Rule 1 of the Code of Civil Procedure, 1908, and the case of United Bank of India v. Naresh Kumar, which allows a principal officer to sign and verify pleadings on behalf of the corporation.

3. Compliance with Provisions of the Companies Act, 2013, Specifically Section 90:
The main petition (C.P. No. 75/CHE/2021) was filed to ensure compliance with section 90 of the Companies Act, 2013, which mandates the identification and declaration of significant beneficial owners (SBOs). The company secretary had sent notices to the respondents to disclose their ultimate beneficial ownership (UBO) of shares held, as required by the Act. The tribunal noted that the provisions regarding significant beneficial ownership were newly introduced and emphasized the duty of key managerial personnel to seek information and ensure compliance.

4. Allegations of Professional Misconduct Against the Company Secretary:
The applicant alleged professional misconduct by the company secretary. However, the tribunal focused on the statutory duties and responsibilities of the company secretary, highlighting that he is a key managerial personnel and an "officer in default" under sections 2(51) and 2(60) of the Companies Act, 2013. The tribunal underscored the company secretary's role in ensuring compliance with statutory requirements and protecting corporate governance principles.

Conclusion:
The tribunal held that the company secretary acted diligently and promptly to ensure compliance with mandatory provisions by moving the tribunal. It affirmed that the company secretary has the locus standi to file such applications, given his role as a key managerial personnel and officer in default. The tribunal dismissed the interlocutory application (I.A. No. 2 of 2021) and scheduled the main petition (C.P. No. 75(CHE) of 2021) for final hearing on August 25, 2022, directing both parties to file their written submissions within one month.

Order:
The prayer to declare the main petition not maintainable was answered in the negative, and I.A. No. 2 of 2021 was dismissed. The main petition was listed for final hearing, with directions for both parties to submit their written submissions.

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