1. This is a revision application directed against an order of the District Judge, Jammu, allowing an amendment of the plaint under O. 6, R. 17 of the CPC. The facts out of which this revision application has arisen are briefly these: A suit was instituted on behalf of the non-applicant plaintiff Bank on 3rd Baisakh, 2006, corresponding to 15th April, 1949 by Mr. Mahajan Advocate for the non-applicant. The plaint had been signed and verified by Mr. P.K Vohra, the Manager of the plaintiff. An objection having been taken that neither the suit had been instituted through a validly and properly authorised person nor had the plaint been signed and verified by such person. Mr. Mahajan got back the plaint and got it signed by the Secretary of the plaintiff Bank and presented it in the Court on 12th Chet 2006. The defendant again objected that the Secretary was not a competent person to institute the suit nor could he sign and verify the plaint. This objection was made an issue between the parties. Eventually on 28th Baisakh, 2008 an amended plaint was filed on behalf of the plaintiff Bank with an application for permission to file the same in which it was stated that the plaint had been duly signed and verified by Mr. Vohra, Manager of Jammu Branch on behalf of the Bank but it transpired that Mr. Vohra had no power of attorney on behalf of the Bank at the time but the plaintiff Bank by resolution of the Board No. 20 dated 18-10-1949 confirmed and ratified the action of Mr. Vohra and that he was given a power of attorney dated 17-5-1950 by the Bank authorising him to institute suits and do other acts specified therein on behalf of the plaintiff. This application was opposed on behalf of the defendant applicant on the main ground that the subsequent ratification by the plaintiff Bank could not validate the institution of the suit by Mr. Vohra and that the suit should be thrown out and no permission for amendment given to the plaintiff. The learned District Judge, after hearing arguments on the point, disallowed the objection raised by the applicant and allowed amendment on payment of Rs. 80/- as costs to the applicant.

2. A preliminary objection was taken by the learned counsel for the non-applicant that, as Rs. 80/- as costs had been accepted by Mr. Inder Das Grover, the applicant could not file a revision petition against the order of the learned District Judge allowing amendment of the plaint. The learned counsel for the applicant submitted that he had accepted costs without prejudice to the right of the applicant to file and press the revision application and that he had given a receipt to Mr. Vohra, Manager of the plaintiff Bank, specifying this fact. Mr. Vohra, who was present in the Court, stated that he could not recall to mind what Mr. Inder Das had stated at the time of accepting the costs and that he would look into his record. Since then Mr. Inder Das has filed an affidavit to support the statement made by him in the Court. No counter-affidavit has been filed by Mr. Vohra, nor has he produced the receipt of Mr. Inder Das before the Court. In these circumstances, it is held that the counsel for the applicant accepted costs without prejudice to the right of the applicant to file the revision application and, therefore, the preliminary objection raised by the learned counsel for the non-applicant is disallowed.

3. The learned counsel for the applicant has drawn my attention to Note 2 of Chitaley's Code of Civil Procedure (1951 Ed.) under O. 29, R. 1. Under R. 1 of O. 29, 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. The relevant portion of Note 2 referred to above to which my attention has been invited by Mr. Inder Das states:

“The rule does not authorise such persons to institute suits on behalf of the corporation.”

4. It merely authorizes the persons mentioned therein to sign and verify pleadings on behalf of a corporation. In this view the institution of the suit and the presentation of the plaint should be done by the party in person or by his recognised agent, or by a pleader appearing, applying or acting, as the case may be, on his behalf, as required by order 3, rule 1 of the CPC. It is, therefore, contended that in the case of a corporation, if the initiative to institute the suit was not taken by the corporation itself, it cannot, by subsequent ratification, validate the action of a person instituting the suit, if at the time of the institution of the suit he was not competent or authorized to institute it.

5. In support of this contention Mr. Inder Das cited before me — ‘Secy. Notified Area Committee, Okara v. Kidar Nath’, AIR 1932 Lah 388 (A); — ‘Notified Area Committee, Okara v. Kidar Nath’, AIR 1935 Lah 345 (B); — ‘Tila Mahomed Haji Mahomed Amin v. Municipal Committee, Peshawar’, AIR 1941 Pesh 76 (C); — ‘Chunnilal Bhagwanji v. Kanmal Lalchand’, AIR 1944 Bom 201 (D); — ‘Dr. Satya Charan Law v. Rameshwar Prosad’, AIR 1950 PC 133 (E). ‘AIR 1932 Lah 388 (A)’ is a case in which the plaintiff was the Notified Area Committee, Okara. The suit had been brought by the secretary without consulting the Notified Area Committee and without any resolution of that Committee having been passed for the purpose, Later on, however, the Committee passed a resolution delegating power to bring suits on behalf of the Committee to the Secretary. In this case Dalip Singh, J. held, inter alia, that

“a suit must be decided to be good or had on the day when it is instituted and it cannot be ratified subsequently.”

6. AIR 1935 Lah 345 (B)’, which is also a Single Bench case, followed — ‘AIR 1932 Lah 388 (A)’. In — ‘AIR 1941 Pesh 76 (C)’, it was held that in suits against a municipality the secretary could engage a counsel under a general power of attorney given to him and special authorization by the municipality was not necessary. This case, therefore, is not directly in point.

7. The learned counsel for the applicant, however, laid special stress on an observation made in this case by the learned Judicial Commissioner to the following effect:

“Defending an action is certainly different from instituting an action. The latter step requires initative which should certainly come from the municipality itself and not from its agent.”

8. In — ‘AIR 1944 Bom 201 (D)’ Sir John Beaumont, C.J held that though the next friend of a minor can appoint a recognized agent under O. 3, R. 1,

“he has no right to pass a general power of attorney in respect of the minor's property.”

9. Such a power of attorney, according to this ruling, would not enable the attorney to file suits in the name of unspecified minors, using the grantor's name as next friend. It was further held that such a defect could not be cured by amendment. ‘AIR 1950 PC 133 (E)’ has been cited to focus attention on an observation of Fazl Ali, J. in that case which is as follows:

“The correct position seems to us to be that ordinarily the directors of a company are the only persons who can conduct litigation in the name of the company, but when they are themselves the wrongdoers against the company…… the majority of the share-holders must in such a case be entitled to take steps to redress the wrong.”

10. I am afraid this case is not much to the point. It appears that the observation of the learned Judge in this case is based on the provisions contained in the Articles of Association of the Company, according to which the directors of the company had the power to institute, conduct, defend, compound, or abandon any legal proceedings by or against the company.

11. The learned counsel for the non-applicant in reply submitted that the two Lahore and the Peshwar case cited by the learned counsel for the applicant related to the municipalities which were statutory bodies and which were governed by the peculiar provisions of the statutes by which those authorities were created & none of the case cited by the learned counsel for the applicant related to a joint stock company. So far as — ‘AIR 1944 Bom 201 (D)’ was concerned, he referred to a later Bombay case — ‘Dahyabhai Girdhardas v. Bobaji Dahyaji’, AIR 1953 Bom 28 (P), in which the view taken by Sir John Beaumont was departed from by the present Chief Justice. It was held in — ‘AIR 1953 Bom 28 (F)’, that the learned Chief Justice in — ‘AIR 1944 Bom 201 (D)’ “was in error in the view that he took”. It was laid down that a plaint signed by the son of the plaintiff who had no proper authority to sign it on behalf of the plaintiff can be allowed to be amended at a later stage by allowing the plaintiff to sign irrespective of the bar of limitation, inasmuch as the defect is merely formal.

12. Mr. Mahajan referred to a number of other cases out of which he laid special stress on ILR 25 Allahabad 635 (H). In this case the plaint in a suit on behalf of the Maharaja of Rewah, a Ruling Chief, had been signed and filed by one Abdul Rehman who was not a recognized agent at the time when the suit was filed under Section 432 of the CPC as then in force. The Court of first instance had decreed the suit. On appeal the appellate court of District Judge, Mirzapur took the view that the plaint was not properly signed and presented and dismissed the suit. The High Court accepting the second appeal held:

“Whatever defect might have existed in it (plaint) in consequence of Abdul Rehman not having been appointed the recognized agent of the Maharaja by the Government until the 16th of April 1900, that defect was cured as soon as he was so appointed on 16-4-1900. On that date the prescribed period of limitation for the suit had not expired…………………. As soon as Abdul Rahman was appointed the recognized agent of the plaintiff Maharaja, he became competent to institute the suit and verify the plaint on behalf of the Maharaja. The plaint was already before the Court, and Abdul Rahman had signed and verified it. It became a valid and effective plaint for all purposes as soon as the formal order for his appointment was obtained.”

13. In his further submissions the learned counsel for the applicant argued that the learned counsel for the non-applicant had not been able to refer to a case of any joint stock company, nor had he been able to show why the case of a joint stock company should be distinguished from that of a municipality when both fell within the definition of the term ‘corporation’ as contained in O. 29, R. 1 of the CPC.

14. I have given very careful consideration to all the authorities cited before me by the learned counsel for the parties and the able and lucid arguments addressed by them to me. It appears to me that the decision in both — ‘AIR 1932 Lah 388 (A)’ and — ‘AIR 1935 Lah 345 (B)’ is mainly influenced by the consideration that the Municipal Act under which these bodies were created had not empowered the municipality to delegate the right of instituting a suit to any body. This decision was to be taken by the committees themselves and hence the delegation made by them was ultra vires of the Acts under which these local bodies had been created.

15. During the course of arguments, Mr. Inder Das invited my attention to Article 105 of the Memorandum of Articles of Association of the plaintiff Bank. This Article gives the Manager power, inter alia, under the previous sanction of the Directors, specially or generally obtained, to demand, collect, receive and given effectual bona fide discharge in the name and on behalf of the company, of all debts, advances & claims due to the company. He has to have further power to take and use all lawful proceedings and means for recovering and receiving the said debts and advances, and also to commence and prosecute and to defend at law all actions, suits, claims etc. etc. Now it appears to me that there is no provision in the Municipal Act corresponding to Article 105 of the: Articles of Association of the plaintiff Bank and it can, therefore, be appreciated why the institution of suits under the two Lahore cases by the Secretaries of the Committees was held to be unauthorized and illegal.

16. In this connection the following passage from — ‘AIR 1932 Lah 388 (A)’ is very significant:

“On the other hand, the learned counsel for the respondent contends that a Corporation, which is a statutory body, derives all powers solely from the statute and that there is nothing in the statute which empowers any delegation of the right to bring civil suits to a particular person, and that it stands to reason that as the right to bring suits involves the expenditure of money in each particular case, the Corporation must decide to bring the suit and can only delegate the conduct of the suit to some one else, but cannot delegate the right to decide whether a suit shall or shall not be brought in advance without reference to any particular suit or class of suits. The point is not free from difficulty but on the whole I am of opinion that the contention of the counsel for the respondent is correct, and as there is nothing in the Municipal Act which empowers a Municipal Committee to delegate the right to decide whether a suit shall or shall not be brought to a particular person, the action of the Corporation was ultra vires and the present suits are therefore bad because admittedly they were brought by the Secretary without reference to the Corporation.”

17. In — ‘AIR 1935 Lah 345 (B)’ Din Mohamad, J. has made it clear that the only section in the Municipal Act that empowered the Committee to delegate its power to its officers was S. 33 and that section made no reference to the institution of suits. Din Mohamad, J. further referred to Section 228 of the Municipal Act, and showed that the explanation thereof empowered the Committee to authorise persons to make complaints without previous reference to the Committee. It was added

“No such authority, however, is given in the matter of the institution of civil suits”……… ……” Had the Legislature intended to invest the Committee with similar powers in regard to civil suits, as it has done in regard to criminal complaints, it would have said so in clear terms.”

18. These two cases, therefore, are clearly distinguishable from the present case. There the original act was void ‘ab initio’ and so the subsequent ratification could not render it legitimate. Here the initiative to institute the suit could be properly transferred to the Manager under Article 105 of the Articles of Association and, therefore, the subsequent ratification of the act of the agent by the principal could cure the original defect.

19. I have also come across a later Lahore Division Bench case on this point and it considerably supports the view that I have taken. I have brought this case to the notice of counsel for the parties. This is — ‘Punjab Zamindars Bank Ltd., Lyallpur v. Madan Mohan Singh’, AIR 1936 Lah 321 (G). This case relates to a joint stock company, namely, Punjab Zamindars Bank, Ltd., Lyallpur. In this case also the point whether the Manager of the Bank, by name Desa Singh, had the authority to institute the suit was involved. In this case too there was a provision in the Memorandum of Articles of Association like the one contained in Article 105 of the plaintiff's Articles of Association in the present case. There it was Article 106. The ruling does not challenge the authority of the agent to institute and continue the suit, in a case in which the suit had been instituted by the Manager without obtaining previous sanction of the Board of Directors but where his action had been subsequently ratified by them. It, however, lays down that this ratification cannot be made after the period of limitation had expired.

‘Maharaj of Rewah v. Swami Saran’, 25 All 635 (H) (vide para 3 above) though it is not a case of a joint stock company also supports the view that a defect like the one noticed in the present case can be cured by subsequent appointment of the person who had instituted the suit as the recognized agent of the plaintiff. In this connection it is to be borne in mind that, while order 29, R. 1 of the CPC, contains specific provision for the signing and verification of the pleadings in a suit by or against a corporation, Order 3, rule 1 containing provisions regarding appearance and acts by a party applies equally to all persons including corporations and, therefore, the authority, viz. — ‘25 All 635 (H)’ cannot be ignored in this case. ‘AIR 1953 Bom 28 (F)’ to which a reference has been made above also supports the view taken by me in the present case.

20. For the foregoing reasons I am of the opinion that the learned District Judge has rightly allowed the amendment of the plaint and there is no reason to drive the plaintiff non-applicant to institute a fresh suit. It may, however, be stated that, while I told counsel for the parties that I was inclined to disallow this revision application, it was submitted by the learned counsel for the applicant that he had also put in an application to the effect that the Board of Directors of the company had not, in fact, passed a resolution authorising the Manager, Mr. P.K Vohra, to institute the suit and that a copy of the resolution forming an enclosure to the application for amendment was a forged document. The applicant should have raised this point before the learned District Judge. It was open to him to apply for the review of the decision of the District Judge on this ground. As this point was not pressed before me during the course of the arguments and as the parties will have to adduce evidence about it, the applicant, if so advised, can agitate this point before the learned District Judge. With these remarks the revision application is rejected. Costs shall abide the event.

B/D.R.R

21. Revision petition rejected.