If There Is Specific Clause Allowing Sub-Delegation, The General Power Of Attorney Holder Can Sub-Delegate His Powers: Supreme Court

The Division Bench of Supreme Court comprising of Justices Pankaj Mittal and V Ramasubramanian, recently observed that the complaint was filed in the name of the company through its authorised representative Ripanjit Singh Kohli, which indicates that the complaint had filed in the appellant company’s own name and not in the name of the power of attorney holder and company is entitled to file the complaint in its own name through its power of attorney holder.

The bench also noted that “the law is settled that though the general power of attorney holder cannot delegate his powers to another person but the same can be delegated when there is a specific clause which allows sub-delegation”.

The bench was hearing an appeal which challenged the order dated 04.04.2019 passed by the single judge bench of the High court under section 482 Cr.PC wherein the appellant-company, M/s Mita India Pvt. Ltd., awarded a contract to the respondent Mahendra Jain, for the relocation of a 33 K.V. electrical overhead line at its Dewas plant. The company made an overpayment in connection with the aforementioned contract by mistake. The respondent agreed to reimburse the excess sum and provided the company with two cheques for its refund. The cheques were returned due to "stop payment" instructions. The company filed a complaint in the Court of Chief Judicial Magistrate, Dewas, under Section 138 read with Section 141/142 of the Negotiable Instruments Act, 1881, through its authorised representative Ripanjit Singh Kohli.

Two applications were submitted by the respondent, the first claiming that the complaint was not filed by an authorised person and the second claiming that Kavinder Singh Anand cannot testify in court because the complaint nowhere specifies that he knows the facts and transactions.

When Kavinder Singh Anand was granted general power of attorney which was executed after the approval by the board of directors, the question was whether the complaint brought through Ripanjit Singh Kohli was maintainable or not. The High Court ruled that the complaint was not maintainable and dismissed it, invoking the powers of section 482 CrPC.

The present bench observed that Kavindersingh Anand is holding general power of attorney of the appellant company which makes him lawful attorney of the same and therefore he is authorised to appoint "counsel" or "special attorneys" to conduct all cases or to undertake all other acts and things necessary for the proper prosecution or defence of legal or quasi-legal procedures anywhere in the world.

The use of the words to appoint “counsels or special attorney” does not only refer to appointment of counsel but of special attorneys other than the counsel as well.

The second issue in this matter was that whether Kavindersingh Anand was qualified to testify on behalf of the appellant corporation.

The Court recognised that he was one of the company's directors who had been expressly authorised to file and pursue the legal matters. Furthermore, he had filed an affidavit with the court stating that he had direct knowledge of the transaction.

“The power of attorney holder is said to have due knowledge of the transactions, he has the capacity to depose, and the trial court or the Revisional Court made no legal error in dismissing the respondent's claims”- the division bench said.

The Bench held that the High Court erred in interfering with the orders of the trial court.

Hence, the appeal was allowed.

Cause Title - Mita India Pvt. Ltd vs. Mahendra Jain

Statutes – Section 482 CrPC, Sections 138, 141 & 142 of Negotiable Instrument Act