A corporation's substantive rights should not be defeated by procedural defects. A director authorized to manage the company's business affairs possesses the inherent capacity to institute legal proceedings on the company's behalf, even in the absence of a specific board resolution.

JUDGMENT :

N. MALA, J.

The appeal is filed challenging the judgment and decree passed in O.S.No.3534 of 2014 dated 01.07.2017, rejecting the appellants suit for recovery of sum of Rs.10,03,322.50/- together with interest from the date of filing of the suit till the date of realisation.

2. For the sake of convenience the parties are alluded to as per their ranking before the lower Court.

3. The brief facts of the plaint are as follows:

The plaintiff is the publisher of well known English Daily, ‘The Hindu’ and also other publications like ‘Frontline’, Hindu Businessline, Sportstar and hosts the website ‘The Hindu Online’ etc. The plaintiff in the course of its business engages agencies for obtaining advertisements for its publications which is a source of revenue for it. The plaintiff states that the normal business practise is to accept advertisements, through advertising agencies and thereafter publish it in its publications. The plaintiff further states that for the said purpose, space was reserved in its publications for advertising agencies for publishing the advertisements. According to the plaintiff, only those agencies which were accredited to the Indian Newspaper Society were eligible to place orders on behalf of its client. The plaintiff states that on publishing of the advertisement, the agencies accredited to the Indian Newspaper Society, were allowed 60 days credit from the last date of the month in which the advertisements were advertised in its publications. The plaintiff states that since the agency represented by the defendants was accredited by the Indian Newspaper Society, the defendants were engaged for obtaining advertisements and further the defendants were offered advertising space in the plaintiff's publications. The plaintiff states that the defendants were well aware of the aforesaid business practise since they were engaged by the plaintiff for about 3 years. The plaintiff states that the defendants enjoyed all the credit facilities offered by the plaintiff in the course of the business. The plaintiff states that the account between the plaintiff and the defendants was a running account and that the payments used to be made by the defendants, within the credit period of 60 days from the last date on which the advertisement appeared. In case of delayed payment, interest was charged at the rate of 23.5% per annum from the date the receipts fell due. The plaintiff states that in the course of business, the defendants placed various orders with the plaintiff for publishing advertisement in its publication, “The Hindu”. Whileso, bills amounting to Rs.8,72,298.50/- were outstanding for the period from November 1999 to March 2000. The plaintiff states that despite several remainders to the defendants to pay the outstanding amount, the defendants defaulted in payment of the dues to the plaintiff. Therefore, the plaintiff was constrained to issue a legal notice on 12.06.2000. Eventhough the legal notice was received by the defendants, they neglected to make any payment and also did not reply to the same. Under the said circumstances, the plaintiff was constrained to file the suit for recovery of Rs.10,03,322.50/- together with interest from the date of filing of the suit till the date of realisation and for cost.

4. The defendants filed written statement denying all the plaint averments, apart from stating that the deponent of the plaint had no authority to file