The main legal point established in the judgment is that the authority to file a suit on behalf of a company must comply with the company's Articles of Association, and failure to do so renders the suit non-maintainable.

S.J. Kathawalla, J.

The present suit has been filed by the Plaintiffs against the Defendant alleging defamation by the Defendant. Plaintiff No. 1 is a Company named Subhiksha Trading Services Ltd. and Plaintiff No.2 Mr. R. Subramanian is the Promoter and Managing Director of Plaintiff No.1. The Plaint was verified by Plaintiff No.2. In paragraph 38 of the Plaint, Plaintiff No.2 has stated that he has signed and verified the Plaint as the Promoter and Managing Director of Plaintiff No.1. However, there is no reference to Plaintiff No.2 being authorised on behalf of Plaintiff No.1 to file the suit.

2. In the Defendant's Written Statement, the Defendant challenged the maintainability of the suit, inter alia, on the ground that Plaintiff No.2 had no authority to file the suit on behalf of Plaintiff No.1 and further that under the Articles of Association of Plaintiff No.1, any resolution for commencement or discontinuance of any litigation as set out therein required the consent of at least one Director nominated by the VC Investor (i.e. ICICI Trusteeship Services Ltd.) or the VC Investor itself. It was further submitted that there was no board resolution authorising Plaintiff No.2 to file the present suit on behalf of Plaintiff No.1. In view thereof, by an order dated 14th March 2014, this Court (Mrs. R.S. Dalvi, J. as she then was) framed issues in the suit including Issue No.3, which reads as under:-

"3. Whether the plaintiff No.2 has authority to file suit on behalf plaintiff No.1."

3. In response to the Defendant's contention in the Written Statement and the issue framed in that regard, Plaintiff No.2 filed an Affidavit of Evidence notarized on 9th April 2014 claiming to be authorised to deal with all legal matters in respect of the company pursuant to a resolution passed in a board meeting held on 9th April 2000.

4. At the hearing of the present suit, the Advocates for the Defendant prayed before the Court that Issue No.3, viz. the issue of maintainability based on the lack of authorisation of Plaintiff No.2 to file the present suit on behalf of Plaintiff No.1, be tried first as a preliminary issue as it involved a pure point of law. After hearing the parties, by an order dated 5th May 2015, this Court (S. C. Gupte. J.) was pleased to inter alia observe/order as under:

"...In the present case, the issue before the Court, which is sought to be tried first, is, whether, in the face of the resolution passed by Plaintiff No.1 on 9th April 2000 and the Articles of Association of Plaintiff no. 1 as amended, both of which are not matters of dispute, Plaintiff No. 2 has the requisite authority in law to file the present suit on behalf of Plaintiff No.1. This issue is a pure issue of law. It relates to the bar of law in filing the suit and also jurisdiction of the Court to try the suit. In that view of the matter, the issue satisfies the requirements of Order 14, Rule 2 of the CPC. It is an issue purely of law; it relates to jurisdiction of the Court or bar to the suit by any law for the time being in force; and it disposes of a part of a case."

As the only factual dispute was in relation to the existence of the resolution dated 9th April 2000 on a concession by the Defendant the same was taken on record and marked in evidence as Exhibit P-8.

5. Being aggrieved by the order dated 5th May 2015, the Plaintiffs filed Review Petition (L) No.25 of 2015 before this Court on 12th June 2015. In the said Review Petition, the following points/grounds were raised:

"5. The Hon'ble Court has passed the above-mentioned Order in error of fact, relying the Defendant's oral submissions as though the matters set out hereunder were all admitted facts based on documents on record in the suit and were not matters/required to be led in by evidence and cross examined:-

(i). That the suit was instituted on behalf of 1st Plaintiff on behalf of the 1st Plaintiff by the 2nd Plaintiff relying on powers vested on him under the 9th April 2000, resolution of the bo