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2014 (9) TMI 1222 - MADRAS HIGH COURTWinding up of Company - Petition filed by the appellant was dismissed on the ground that the power deed executed by the trustee is insufficiently stamped and the trustee has not produced the authorisation as required under Clause 10 of the Trust deed - HELD THAT:- Clause 10 of the Trust deed dated 27.12.2002 speaks about the action, proceedings and indemnification by the trustee representing the appellant as against the respondent. Clause 10.1 deals with the rights of the Bond holders vis-a-vis the duties of the trustee. As per clause 10.1, the trustee is not bound to take any action unless he is directed or requested to do so by an extraordinary resolution or in writing of the holders of atleast one quarter in principal amount of the Bonds then outstanding. Therefore, it merely speaks about the action that is required on the part of the trustee when it was sought to be initiated at the instance of the Bondholders. Under clause 9 of the Trust deed, the trustee may, at any time, at its absolute discretion and without any notice, take such proceedings and/or other steps as it may think fit against or in relation to the Company to enforce its obligations under these presents. Therefore, a combined reading of the above said provisions would make it clear that it is a trustee, who can represent either on its own or at the instance of the required Bondholders. The appellant has raised a specific plea in the Company Petition that it has been filed both on behalf of the Bondholders as well as in its capacity as a trustee, as there was a breach of covenants and obligations under the Trust deed on the part of the respondents. Furthermore, the authorisation has also been produced. The respondent has not questioned the validity or genuineness of the said authorisation. Therefore, the learned single Judge was not right in rejecting the application on the ground that there was no valid authorisation. The execution of the power of attorney is also not in dispute. As rightly submitted by the learned Senior Counsel, the Company Court ought to have impounded the document and send it to the Collector for re-validation. Even otherwise, a fresh document has been filed by the appellant. The genuineness and authenticity of the said document has not been questioned by the respondent - the order passed by the learned single Judge dismissing the petition on the ground of insufficiently stamped power deed is also liable to be set aside and accordingly the same is set aside. Matter remanded back to the learned single Judge to decide the matter on merit after hearing the parties as to whether the Company Petition requires to be admitted and to be followed by appropriate consequential directions - petition allowed by way of remand.
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