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2025 DIGILAW 1749 (TS)

llVeerender @ C. Beerender Singh v. Ektha. Com Private Limited, Rep. By Its Director M. Sreenivas Reddy

2025-12-08

B.R.MADHUSUDHAN RAO

body2025
ORDER : B.R. MADHUSUDHAN RAO, J. 1. This Civil Revision Petition is filed under Article 227 of the Constitution of India assailing the Order passed in IA.No.912 of 2022 in OS.No.1221 of 2014, dated 14.10.2022 by the I Additional District Judge, Ranga Reddy District at L.B.Nagar, where under the application filed by the respondent No.1-petitioner-plaintiff to grant leave to file additional documents, came to be allowed. 2. Petitioners are respondent Nos.2 to 6 and respondent No.1 is the petitioner and respondent No.2 is the respondent No.1 in IA.No.912 of 2022. 3.1. Respondent No.1-petitioner-plaintiff has filed IA.No.912 of 2022 under Order 7 Rule 14 (3) of Civil Procedure Code, 1908 (for short ‘CPC’) seeking leave of the learned trial Court to file additional documents i.e., (1) Memorandum and Articles of Association (2) Extract of the Resolution. 3.2. It is stated in the affidavit that the deponent is the Managing Director, an Authorised Signatory of the plaintiff’s Company and he filed the suit for specific performance of Agreement of Sale, dated 09.12.2011 against the respondents therein (petitioner Nos.2 to 6 and respondent No.2 herein). The application further states that the deponent of the affidavit is intending to file the original Memorandum and Articles of Association as well as the Extract of Resolution along with the documents and they are crucial to establish the claim of the respondent No.1-petitioner-plaintiff, non filing of those documents are neither willful nor deliberate and sought leave of the learned trial Court. 4. Respondent No.3 therein (petitioner No.1 herein) filed counter and contended that the documents filed by the petitioner- plaintiff (respondent No.1 herein) are copies with the seal and stamp of the company which do not amount to originals and the Certifying Authority of the originals is only the Registrar of Companies but not the Company itself. The Extract of Resolution is dated 24.08.2022. However, PW.1 has signed the plaint, petitions and other relevant documents without having any permission and the Extract of the Resolution is after filing of the suit. After cross-examination of PW.1, the petitioner has come up to file the documents only to cover up the lacunas in the case. 5. The Extract of Resolution is dated 24.08.2022. However, PW.1 has signed the plaint, petitions and other relevant documents without having any permission and the Extract of the Resolution is after filing of the suit. After cross-examination of PW.1, the petitioner has come up to file the documents only to cover up the lacunas in the case. 5. The learned trial Court allowed the application filed by the respondent No.1-petitioner-plaintiff holding that “the documents sought to be marked are only Memorandum and Articles of Association of plaintiff’s company and also Extract of the Resolution of the Board of Directors authorizing Sri Musani Sreenivasa Reddy who is the Managing Director, who can act and represent the plaintiff’s company and the documents are necessary to prove the case of the petitioner-plaintiff and no prejudice will be caused to the respondents-defendants if the documents are exhibited and they are entitled to cross-examine the witness”, which is impugned in the CRP. 6. Learned counsel for the petitioners-respondent Nos.2 to 6- defendants Nos.2 to 6 submits that the learned trial Court has erroneously marked Ex.A7-Extract of Minutes of the Board of Directors of the Company held on 24.08.2022 wherein the Board Resolution dated 20.09.2014 is modified on the pretext that it was issued by mistake authorising only Mrs.W.Neeraja who is the Director of the Company and also wife of Mr.Sreenivasa Reddy Musani. The trial Court failed to observe that on the date of filing the suit dated 20.10.2014 Mr.Sreenivasa Reddy already has no authority to sign the plaint and verification as there was no Board Resolution executed in his favour or a meeting with requisite forum granting the authority to institute the suit. The learned trial Court erroneously attempted to cover the lacuna which goes to the root of the maintainability of the suit. In support of his contention, he relied on the decision in the case of “Schmenger GMBH and Company Vs. Saddler Shoes Private Limited , 2010 SCC OnLine Mad 6539 7. Learned counsel for the respondent No.1-petitioner-plaintiff submits that the learned trial Court has appreciated the contentions of the parties and rightly permitted the respondent No.1-petitioner-plaintiff and rightly granted leave in filing the documents and they were marked as Exs.A6 and A7, there is a due compliance of Order 29 Rule 1 of CPC. In support of his contention, he relied on the decision in the case of “United Bank of India Vs. In support of his contention, he relied on the decision in the case of “United Bank of India Vs. Naresh Kumar and Others , (1996) 6 SCC 660 8. Learned counsel for the petitioners and respondent No.1 have filed their written submissions. 9. Heard learned counsel on record, perused the material. 10. Now the point for consideration is : Whether the order passed by the learned trial Court in IA.No.912 of 2022 in OS.No.1221 of 2014, dated 14.10.2022 suffers from any perversity or illegality? If so, does it require interference of this court? 11. Power of the High Court under Article 227 is supervisory and is exercised to ensure courts and tribunals under its supervision act within the limits of their jurisdiction conferred by law. This power is to be sparingly exercised in cases where errors are apparent on the face of record, occasioning grave injustice by the court or tribunal assuming jurisdiction which it does not have, failing to exercise jurisdiction which it does have, or exercising its jurisdiction in a perverse manner: (See K.Valarmathi and Others Vs. Kumaresan, 2025 SCC OnLine SC 985). 12. Respondent No.1-petitioner-plaintiff has filed suit in OS.No.1221 of 2014 against respondent No.2 herein-defendant No.1 and petitioner Nos.1 to 5-defendant Nos.2 to 6 for specific performance of Agreement of Sale, dated 09.12.2011 in respect of land to an extent of Ac.0-35.20 guntas out of Acs.06-07 guntas in Survey Nos.118, 120 and 121 of Nanakramguda Village, Serilingampally Mandal, Ranga Reddy District on 20.10.2014. In the cause title of the suit, it is stated that plaintiff’s company is represented by its Director M.Sreenivasa Reddy, son of Narayana Reddy. Plaint is signed by M.Sreenivasa Reddy as Authorised Signatory. Verification of the plaint is also signed by M.Sreenivasa Reddy. In the list of documents mentioned in the plaint, serial No.5 document is Certified Copy of Incorporation and serial No.6 document is Board Resolution (Ex.A5). 13. Defendant Nos.2 to 6 (petitioner Nos.1 to 5 herein) filed their written statement and they denied the contents of Para Nos.1 to 14 of the plaint. On careful reading of the written statement of defendant Nos.2 to 6 (petitioner Nos.1 to 5 herein), they did not state that M.Sreenivasa Reddy is not competent to file the suit and the suit in the present form is not maintainable. 14.1. M.Sreenivasa Reddy is examined as PW.1 and he got marked Exs.A1 to A5. On careful reading of the written statement of defendant Nos.2 to 6 (petitioner Nos.1 to 5 herein), they did not state that M.Sreenivasa Reddy is not competent to file the suit and the suit in the present form is not maintainable. 14.1. M.Sreenivasa Reddy is examined as PW.1 and he got marked Exs.A1 to A5. Ex.A5 is the Resolution of Board of Directors of the plaintiff’s company dated 20.09.2014. For brevity, the same is reproduced as under: Board Resolution The Board of Directors of M/s.Ektha.com Private Limited in its meeting dated 20.09.2014, resolved authorizing its Director Smt.Neeraja W/o. M.Sreenivasa Reddy to Institute suit on behalf of the company against C.Shailender Singh for the relief of Specific performance of Agreement of sale dated 09.12.2011 in respect of land in Sy.No.118, 120 and 121 of Nanakramguda village, Serilingampally Mandal, R.R.District. For EKTHA.COM PRIVATE LIMITED Authorised Signatory For EKTHA.COM PRIVATE LIMITED M.SREENIVASA REDDY Managing Director 14.2. M.Sreenivasa Reddy-PW.1 is recalled and sworn in for further evidence on 20.10.2022 and got marked Ex.A6 Memorandum and Articles of Association of plaintiff’s company. Ex.A7 is the certified Extract of the Minutes of Meeting of the Board of Directors of the plaintiff’s Company vide dated 20.09.2014. Defendant Nos.2, 4 to 6 counsel before the trial Court raised objection for marking those documents stating that they are inadmissible in evidence that Ex.A6 does not contain the signature of the certifying authority that Ex.A5 was already filed and that Ex.A7 is filed only to fill up the lacunas and that there is no compliance of Rule 32 of the Civil Rules of Practice. The learned trial Court marked Exs.A6 and A7 tentatively subject to the said objection regarding their admissibility to be considered in the final hearing of the case. 15. It is appropriate to extract Ex.A7 which is as under: //Certified Copy// EXTRACTS OF THE MINUTES OF MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON 24th OF AUGUST 2022, AT THE REGISTERED OFFICE OF THE COMPANY. ___________________________________________________________________ Directors present at the meeting Following directors of the Company were present at the meeting. Sreenivasa Reddy Musani Neeraja Wudaru Alteration/modification of Board resolution issued on 20.09.2014. RESOLVED that pursuant the Board resolution issued by mistake on 20.09.2014, authorizing only Mrs. ___________________________________________________________________ Directors present at the meeting Following directors of the Company were present at the meeting. Sreenivasa Reddy Musani Neeraja Wudaru Alteration/modification of Board resolution issued on 20.09.2014. RESOLVED that pursuant the Board resolution issued by mistake on 20.09.2014, authorizing only Mrs. W.Neeraja who is the director of the company and also W/o Mr.Sreenivasa Reddy Musani to Institute suit on behalf of the company against C.Shailender Singh for the relief of specific performance of Agreement of sale dated 09.12.2011 in respect of land in Sy.No:118, 120 and 121 of Nanakramguda Village, Serilingampally Mandal, R.R District. FURTHER RESOLVED THAT Mr.Sreenivasa Reddy Musani, Managing Director is hereby also authorized to deal on behalf of the Company for the purpose of Executing the sale deed of the Property AND any other similar agreements on behalf of the company and also for the relief of specific performance of Agreement of Sale dated 09.12.2011 in respect of land in Sy.No:118, 120 and 121 of Nanakramguda Village, Serilingampally Mandal, R.R District. For and on behalf of the Board M.Sreenivasa Reddy W.Neeraja Managing Director Director 16. On perusal of Ex.A7, the Directors of the Company are Sreenivasa Reddy Musani (PW.1), Neeraja Wudaru, wife of Sreenivasa Reddy Musani. The same is signed by the Managing Director (M.Sreenivasa Reddy) and the Director W.Neeraja and Ex.A5 is also signed by both of them. 17. Order 29 of CPC deals with suits by or against Corporations. (1) Subscription and Verification of Pleadings : In suits by or against a Corporation, any pleading may be signed and verified on behalf of the 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. 18. In Al-Amin Seatrans Ltd. Vs. Owners and Party interested in Vessel M.V.-‘Loyal Bird’, AIR 1995 Cal 169 , the Calcutta High Court observed as under: “23: It is well settled that under Section 291 of the Companies Act except where express provision is made that the powers of a company in respect of a particular matter are to be exercised by the company in general meeting in all other cases the Board of Directors are entitled to exercise all its powers. Individual directors have such powers only as are vested in them by the Memorandum and Articles. It is true that ordinarily the Court will not unsuit a person on account, of technicalities. Individual directors have such powers only as are vested in them by the Memorandum and Articles. It is true that ordinarily the Court will not unsuit a person on account, of technicalities. However, the question of authority to institute a suit on behalf of a company is not a technical matter. It has far-reaching effects. It often affects policy and finances of the company. Thus, unless a power to institute a suit is specifically conferred on a particular director, he has no authority to institute a suit on behalf of the company. Needless to say that, such a power can be conferred by the Board of Directors only by passing a resolution in that regard." 19. In Schmenger GMBH, the High Court of Madras held at Para Nos.24 and 25 which reads as under: “24. Since the plaintiff neither filed the Memorandum/Articles of Association, nor the Resolution of the Board of Directors of the Company, authorising the Liaison Officer namely the person to verify the plaint and institute the suit. Hence, as per the decisions cited above, I am of the view that the suit itself is not maintainable. 25. In the present case, no scrap of paper had been filed before this Court to show as to who is the person, namely as to whether the Liaison Officer is the competent person authorised by the Board of Directors in their Resolution in the Meeting, to verify the plaint and institute the suit. Hence, the suit filed by the Liaison Officer on behalf of the plaintiff-Company, is not maintainable. The second issue framed in this suit is answered against the plaintiff”. 20. This Court has gone through the decision cited by the petitioner’s counsel in Schmenger GMBH case wherein a specific issue was framed “whether the suit filed by the Liaison Officer of the plaintiff, is maintainable”? The Madras High Court observed in Para 24 that the plaintiff therein neither filed Memorandum/Articles of Association, nor the Resolution of the Board of Directors of the Company authorizing the Liaison Officer to verify the plaint and institute the suit. In the absence thereof the High Court held that the suit is not maintainable. 21. In the present case, Articles of Association of the Company is filed with that of the Board Resolution, dated 20.09.2014 and Ex.A7 dated 24.04.2022 Minutes of the Meeting of the Board of Directors. In the absence thereof the High Court held that the suit is not maintainable. 21. In the present case, Articles of Association of the Company is filed with that of the Board Resolution, dated 20.09.2014 and Ex.A7 dated 24.04.2022 Minutes of the Meeting of the Board of Directors. The facts in the above decisions are distinguishable from the facts of the present case and thus the ratio of the above case would not apply in the present case. 22. In Naresh Kumar, the Supreme Court observed as under: “9. In cases like the present where suits are instituted or defended on behalf of a public corporation, public interest should not be permitted to be defeated on a mere technicality. 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 the courts, under the Code of Civil Procedure, to ensure that injustice is not done to any party who has a just case. As far as possible a substantive right should not be allowed to be defeated on account of a procedural irregularity which is curable”. 23. Powers of the High Court under Article 227 of the Constitution of India are limited in view of the decision of the Hon’ble Supreme Court stated supra at Para No.11. 24. The decision cited by the respondent’s counsel in Naresh Kumar is fairly applicable to the case on hand in view of the fact that the substantive right should not be allowed to be defeated on account of a procedural irregularity which is curable. 25. The learned trial Court has passed a reasoned order holding that the documents (Exs.A6 and A7) are necessary to prove the case of the petitioner-plaintiff (respondent No.1 herein). Material filed by the petitioner’s counsel goes to show that PW.1 is already cross-examined when Exs.A1 to A5 were marked and in so far as cross-examination part in respect of Exs.A6 and A7 the learned trial Court has deferred for being examined on commission. Even otherwise respondent No.1-petitioner-plaintiff has complied Order 29 Rule 1 of CPC. This Court is of the view that the learned trial Court has passed a reasoned order and the petitioners have not made out any case to interfere with the impugned order. Even otherwise respondent No.1-petitioner-plaintiff has complied Order 29 Rule 1 of CPC. This Court is of the view that the learned trial Court has passed a reasoned order and the petitioners have not made out any case to interfere with the impugned order. Civil Revision Petition is devoid of merits and the same is liable to be dismissed and the same is dismissed. 26. The Civil Revision Petition is dismissed without costs. Interim Orders if any shall stands vacated. Miscellaneous application/s stands closed.