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1988 DIGILAW 439 (KER)

RAMACHANDRAN v. CARDAMAM MARKETING CO.

1988-09-20

RADHAKRISHNA MENON

body1988
Judgment :- 1. The 1st defendant in O.S.267/82 who is the sole defendant in O.S. 128/84 is the revision petitioner. 2. The court below by a common order disposed of the preliminary issue, extracted hereunder, by the order under challenge: "Is the signatory in the plaint competent to sue on behalf of the plaintiff company?". 3. The plaintiff is the 'Cardamam Marketing Co. (Travancore) Ltd., Brindavan Buildings, M.C. Road, Kottayam 1'. It is a public limited company within the meaning of the Companies Act. The plaint has been signed and verified by one Mr. N. Ananthasivan, designated as the Secretary of the Bank. The verification reads: "I, N. Ananthasivan, M.A.LLB, Secretary of the plaintiff company solemnly declare that all the facts stated by me in the above paragraphs are true to my knowledge and belief". 4. According to the petitioner Sri. Ananthasivan, inasmuch as he has not been duly authorised to sign and verify the pleadings, has no authority to sign and verify the pleadings, and as such, the suit is liable to be dismissed as not maintainable. 5. The learned counsel for the respondent-plaintiff argues that Sri. Ananthasivan who has signed and verified the pleadings is the Secretary of the Company, and he has duly been authorised by the Articles of Association to sign and verify the pleadings. In support of this argument the counsel relied on Clause.27 and 29 of the Articles of Association. They read: "27. the Secretary shall be the Chief Executive Officer of the Company subject to the control of the Board of Directors and the President or Chairman. He.shal-1 have the power to appoint the Office Staff such as Office Clerks, Inspectors, Supervisors, peons, etc., in consultation with the President or Chairman. 29. The Secretary shall be the competent person to sue and be sued on behalf of the Company and he shall represent the Company's interests in the Courts of Law." Dilating on this point he further argued that the Secretary, in any event, can be treated as the principal officer within the meaning of 0.29 R.1 C.P.C. because he was managing the affairs of the Company at the relevant time. 6. 6. The learned counsel for the defendant on the other hand argued that the person who has signed and verified the pleadings although a Secretary within the meaning of Clause.27 and 29 of the Articles of Association, has no authority to sign and verify the pleadings, because his appointment as Secretary, has not been approved by the Central Government. That such approval is required is clear from the provisions contained in S.269 read with S.388 of the Companies Act the learned counsel argues. It is not the case of the plaintiff, he argues, that the Company has obtained the requisite approval of the Central Government. He accordingly concludes the argument by saying that the pleadings cannot be said to have been duly signed and verified by a person who is competent under law to sign and verify the same and as such there is no suit in the eye of law. There is considerable force in this argument. 7. R.14 and 15 of Order VI C.P.C. regulate the requirements regarding signing and verifying the pleadings generally. A Corporation can take the advantage of these provisions and have its pleadings signed and verified by a duly constituted agent as observed by a Division Bench of this Court; vide Kottayam Bank v. Ahamed Kannu Rawther (AIR 1957 Ker.164). The Division Bench held so because according to the Division Bench 0.29 R.1 which prescribes the mode that should be adopted in regard to signing and verifying of pleadings on behalf of corporation is only permissive in nature. 0.29 R.1 reads: 1. Subscription and verification of pleading. In suits by or against a corporation, any pleading may be signed and verified on behalf of corporation by the Secretary or by any director or other principal officer of the corporation who is able to depose to the facts of the case". This provision says that any one of the persons described therein is competent to sign and verify the pleadings on behalf of the corporations. The further requirement that is insisted upon is that the person who signs and verifies the pleading must be one who is able to depose to the facts of the case. 8. From the facts stated supra it may perhaps be difficult to hold that Sri. Ananthasivan who has signed and verified the pleadings, is a duly constituted agent of the company. 8. From the facts stated supra it may perhaps be difficult to hold that Sri. Ananthasivan who has signed and verified the pleadings, is a duly constituted agent of the company. But it is clear that he is one who is able to depose to the facts of the case pleaded. In this context it is relevant to note that it is not the case of the defendant that he is not one who is not able to depose to the facts stated in the pleadings. For that matter the defendant has no case that at the time in question any one else was doing any act of management and therefore it is only fair to presume that the person who has signed and verified the pleadings is the person, best of all others, to depose to the facts pleaded. The complaint of the defendant however, is that in his capacity as Secretary Sri. Ananthasivan is incompetent to sign and verify the pleadings because his appointment as Secretary has not been approved by the Central Government. Maybe that his appointment has not so far been approved by the Central Government. But the fact remains that he has been managing the affairs of the company even to the knowledge of the defendant; and as such, it can safely be opined without the fear of contradiction that he is able to depose to the facts of the case pleaded. If that be the position he can at least be treated as the principal officer of the company if not its Secretary, competent to sign and verify the pleadings on behalf of the company. The object of the provisions regarding the verification of the pleadings is just to make sure that the person who signs and verifies the pleadings must be one who can depose to the facts of the case. I am fortified in this view by a decision of the Privy Council in The Delhi and London Bank Ltd. v. Oldham (20 Indian Appeals 139) (See also United Bank v. P. C. Deb, A. I. R.1977 Cal. 55, A. LIZ. v. Ramchand (A. I. R.1961 Bom. 292). The contention of the defendant that the pleadings have not been signed and verified properly and as such the suit has not properly been instituted is liable to be rejected. The court below therefore has rightly found the issue in favour of the plaintiff. 55, A. LIZ. v. Ramchand (A. I. R.1961 Bom. 292). The contention of the defendant that the pleadings have not been signed and verified properly and as such the suit has not properly been instituted is liable to be rejected. The court below therefore has rightly found the issue in favour of the plaintiff. The C.R.P for the reasons stated above are liable to be dismissed. Accordingly they are dismissed. No costs.