Case Law Details
Ashok A Jain Vs Director (Discipline) (Appellate Authority of ICAI)
Now coming to the question if this Board Resolution satisfies the requirement of Rule 3 (4) of the Rules. It has been contended on behalf of the Appellant that this Resolution is a general Resolution in favour of Simon Tippet and not a specific Resolution thereby authorising Simon Tippet to file a Complaint before ICAI and specifically against him or his firm.
In this regard, this Authority finds merit in the submission of the Complainant/Respondent No. 2, to the effect that the word “specifically” appearing in Rule 3 (4) of the Rules as quoted above, is with respect to the identity of a specific individual who has been authorised to file a Complaint on behalf of the company, and not with respect to any specific authority before which a Complaint is to be filed or the specific delinquent against whom a Complaint is to be filed. The words “specifically authorising an officer or a person to make the Complaint on behalf of the company or the firm” are not further qualified or restricted with the words “before this authority/body/institute” or “against a particular individual”. The purport of Rule 3 (4) is only to the effect that an identifiable and specific individual should be there being duly authorised by a Resolution of the Board of Directors of the company to file a Complaint on its behalf.
Even as per the Explanation to Rule 3 (4), in case of a bank or financial institution, a general Resolution authorising an officer holding a particular position to file Complaint shall be deemed to be the specific Resolution. It makes it clear that in case of banks and financial institutions, an officer at a particular post or designation can be authorised by a general Resolution, without specifically identifying him by his name. Even in that case, such Resolution need not specifically authorise the said officer to file a Complaint before any specific authority/body/institute or against a specific named individual/delinquent. It implies that in case of companies / firms / bodies other than banks and financial institutions, a general Resolution in favour of an officer holding a particular post or designation shall not be sufficient and such Resolution has to be in favour of a particular individual who could be identified through his name. No other view is possible to be taken in view of the language of Rule 3 (4).
Therefore, the Board Resolution dated 10.04.2015 cannot be discarded on the ground that it is not in conformity with Rule 3 (4). This Resolution specifically authorised four individuals by their names, including Shri Simon Tippet, to file, appear and defend applications, suits, appeals, writs before any judicial and quasi-judicial authority and other judicial proceedings under all Acts, Rules, regulations, guidelines, circulars, notifications and to sign all documents including vakalat, plaint, written statement, affidavits etc. Such authorisation would certainly include authority to file a Complaint before ICAI by the named specific individuals. Therefore, this Board Resolution dated 10.04.2015 can be safely said to be a valid Board Resolution specifically authorising Simon Tippet to file Complaint on behalf of the Complainant company.
Please become a Premium member. If you are already a Premium member, login here to access the full content.
