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12. Mr. Chavan further submitted that, even otherwise the Plaintiff cannot
be non-suited on such technical ground. It was submitted that even in the absence of
such initial authority, there is no prohibition in law for ratification of action of
institution of the suit by the corporation, expressly or by implication. In the case at
hand, according to Mr. Chavan, there is evidence to indicate that the Managing
Director of the Plaintiff had given authority to Mangesh Ramani, Manager (Finance) -
P.W.1 to attend and appear in court on behalf of the company. Moreover, Power of
Attorney in favour of the Managing Director of the Company by the board of directors
has also been placed on record. Thus, there is implied ratification by the company,
even if it is assumed that there is no express authorization.
10. 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 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 de hors 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 it's officers a Corporation can ratify the said action of it's
officer in signing the pleadings. Such ratification can be express 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
comss 5 of 2003.doc
signing of the pleading by it's officer." (emphasis supplied)
17. The Supreme Court has, thus, enunciated in clear and explicit terms that
a conjoint reading of Order 6 Rule 14 and Order 29 Rule 1 of the Code would indicate
that even in the absence of any formal 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 pleading on behalf of the corporation. The Supreme
Court went on to further exposit the law that a person may be expressly authorized to
sign the pleading on behalf of the company by a resolution of the board of directors or
by the power of attorney and, even in the absence thereof, and in cases where
pleadings have been signed by one of its officers, the corporation can ratify the said
action of its officer in signing the pleading. Such ratification can be express or implied.