ORDER
Manmohan Sarin, J.
1. Plaintiff by this application under Order VI, Rule 17 CPC seeks to amend the plaint. The amendment sought relates to the aspect of authorisation for institution of the suit. Chaudhary Amarjit Singh at the outset makes an oral prayer for being permitted to correct the date of Resolution mentioned in para 5 of the application. The date according to him is 22.10.1995 and not 2.11.1995. Learned counsel for the defendant has no objection to the same. Prayer is allowed. Let the correction be carried out in the application.
2. Reference to the resolution dated 19.1.1999 is sought to be made to claim that the Managing Director, Mr. Ramesh Gupta had been given further powers to institute the suit. Additionally, reliance is sought to be placed on an earlier resolution dated 22.10.1995, in favour of Mr. Ramesh Gupta, which provided him the authority to institute suits on behalf of the plaintiff company.
3. The present suit had been instituted by the plaintiff relying on a resolution of the Board of Directors dated 27.10.1995, in terms of which Mr. Ramesh Gupta earlier known as Brij Bihari Gupta was authorised to institute a suit against Mr. Ramesh Gupta. Learned counsel for the plaintiff urges that it was an inadvertent error as the suit had to be instituted against Mr. Ramesh Kumar @ Ramesh Chander and not Ramesh Gupta. Another objection taken is that suit had not only been instituted against Mr. Ramesh Kumar, but had been instituted against 11 other defendants, for which there was no authorisation.
4. Learned counsel for the defendant submits that the plaintiff had instituted the suit without authorisation and the suit was liable to be
dismissed. It is to cover up this fatal lacunae that the plaintiff is seeking amendment, by which reliance is sought to be placed on other resolutions, which are manipulated ones. Learned counsel submits that plaintiff should not be permitted to fill up the lacunae and the application should be dismissed.
5. Law in this regard is well settled. The suit ought not to be dismissed on such technical pleas and the plaintiff has to be given the fullest
opportunity to bring on record any existing resolution from which signatory could derive the authority. Reference may usefully be made to the decision of the Supreme Court in United Bank of India Vs. Naresh Kumar and Others reported at AIR 1997 SC 3. Extracts from para 9 and 10 of this judgment read as under:
“…..Procedural defects which do not go to the root of the matter should not be permitted to defeat a just cause. There is sufficient power in courts under the Code of Civil Procedure to ensure that injustice is not done to a party who has a just
cause. As far as possible a substantive right should not be allowed to be defeated on account of a procedural irregularity
which is curable.
It cannot be disputed that a company like the appellant can sue and be sued in its own name. Under Order 6, Rule 14 of the Code
of Civil Procedure a pleading is required to be signed by the party and its pleader, if any. As a company is a juristic entity it is obvious that some person has to sign the pleadings on behalf of the company. Order 29, Rule 1 of the Code of Civil Procedure, therefore, provides that in a suit by or against a corporation the Secretary or any Director or other Principal Officer of the corporation who is able to depose to the facts of the case might sign and verify on behalf of the company. Reading Order 6, Rule 14 together with Order 29, Rule 1 of the Code of Civil Procedure it would appear that even in the absence of any formal letter of authority or power of attorney having been executed a person referred to in Rule 1 of Order 29 can, by virtue of the office which he holds, sign and verify the pleadings on behalf of the corporation. In addition thereto and dehorn Order 29, Rule 1 of the Code of Civil Procedure, as a company is a juristic entity, it can duly authorise any person to sign the plaint or the written statement on its behalf and this would be regarded as sufficient compliance with the provisions of Order 6, Rule 14 of the Code of Civil Procedure. A person may be expressly authorised to sign the pleadings on behalf of the company, for example, by the Board of Directors passing a resolution to that effect or by a power of attorney being executed in favour of any individual. In absence thereof and in cases where pleadings have been signed by one of its officers a Corporation can ratify the said action of its officer in signing the pleadings. Such rectification can be expressed or implied. The court can on the basis of the evidence on record, and after taking all the circumstances of the case, specially with regard to the conduct of the trial, come to the conclusion that the corporation had ratified the act of signing of the pleading by its officer.”
In the present case, plaintiff is only seeking to place reliance on certain resolutions to prove that there was authorisation to institute the
suit. It would be open to the defendants to take whatever objections are available to assail the validity of the resolutions, on which reliance is
placed by the plaintiff. The suit is at an initial stage. The amendment would subserve the ends of justice and is allowed subject to costs of Rs.
2000/-.