Order 13

Order Details: COPY OF JUDICIAL PROCEEDINGS
Pdf Text: IN THE COURT OF
SHRI SANJAY KHANAGWAL
DISTRICT JUDGE (COMMERCIAL COURT)-02
PATIALA HOUSE COURTS, NEW DELHI
CNR NO.: DLND01-004851-2025
CS (COMM.) 485/2024
M/s. SBI Capital Market Ltd. ….. Plaintiff
Versus
Bharat Sanchar Nigam Ltd. … Defendant
(i) Application U/o VII Rule 11 CPC
moved on behalf of defendant
(ii) Application U/o XI Rule 1(5) r/w
Order VII Rule 14 CPC
moved on behalf of plaintiff
ORDER
1. This order shall dispose of application U/o VII Rule 11
CPC filed on behalf of the defendant on the ground that as per
the averments in the plaint, the plaintiff company has purportedly
authorized the filing of the present suit to Mr. Shubham Goel,
who is described as Vice-President of M/s. SB Capital Market
CS (Comm) No.485/2024 SBI Capital Markets Ltd. Vs Bharat Sanchar Nigam Ltd. Page 1 of 7
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Limited. It is further submitted that on the basis of authorization
through Power of Attorney dated 01.07.2019, the present suit is
filed in which it has not been stated that Mr. Shubham Goel is
authorized to file the present suit against the defendant. The
Power of Attorney is purportedly in favour of Mr. Shubham Goel
does not confer upon him the authority to institute the present
suit as claimed in the plaint. The Power of Attorney is silent on
such authority. Furthermore, the said Power of Attorney is
executed by one Mr. Sanjiv Chadha, stated to be the Managing
Director and CEO of the plaintiff company. Further, no
supporting Board of Resolution as mandated by Companies Act,
has been placed on record to show that Mr. Sanjiv Chadha was
authorized to execute such Power of Attorney in favour of Mr.
Shubham Goel.
Therefore, it is prayed on the ground that as the Power of
Attorney is invalid and unforceable in the law as Mr. Shubham
Goel was not authorized to institute the present suit.
2. Prior to filing of the present application, an application is
also filed on behalf of the plaintiff U/o XI Rule 1(5) read with
Order VII Rule 14 CPC wherein the plaintiff has made prayer to
take on record the Power of Attorney dated 18.02.2025 on the
ground that Mr. Shubham Goel is an authorized representative of
plaintiff’s company to perform all acts relating to Project
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Advisory & Structure Finance Group and he has been duly
authorized to sign all documents in connection with the
assignments being handled by the Project Advisory & Structure
Finance Group. Therefore, in terms of Power of Attorney dated
01.07.2019, Mr. Shubham Goel has been authorized to perform
all or any such act which is necessary during the course of
business and all the acts of Mr. Shubham Goel have been ratified
by the plaintiff company vide Power of Attorney dated
18.02.2025 which is applicable to the present suit filed against
the defendant as well. In terms of Power of Attorney dated
18.02.2025, he has been duly authorized to contest the present
suit on behalf of the plaintiff company. It is further argued that
Mr. Shubham Goel is employed as Vice-President of the plaintiff
and he has been duly authorized to institute and to contest the
suit on behalf of the plaintiff. Though it is not so mentioned in
words in the Power of Attorney, but the same has been now
ratified by fresh Power of Attorney dated 18.02.2025. It is further
pointed out that both the Power of Attorneys bear reference of
Board of Resolution dated 04.03.1999 and in order to show the
authority of the person who had given Power of Attorney to Mr.
Shubham Goel, copy of so referred Board Resolution dated
04.03.1999 is placed on record.
3. Ld. Counsel for the defendant, in reply to this application,
has strongly opposed the contention of the plaintiff on the ground
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that the document sought to be brought on record, has never been
in existence and was not in power and possession of the plaintiff
at the time of filing of the suit which infact, came into being in
February 2025 after the filing of the present suit. It is further
submitted that the suit has been filed by an unauthorized
individual which is liable to be dismissed. It is further pointed
out by Ld. Counsel for the defendant that no ratification can be
made for the unauthorized acts at the time of filing of the suit and
Mr. Shubham Goel was not authorized to file the suit, sign the
pleadings or verify the plaint therefore, a new Power of Attorney
cannot retrospectively validate prior unauthorized acts.
Moreover, the same is even not valid in the absence of
Resolution authorizing its execution.
4. In view of the arguments advanced on behalf of both the
parties, I am of the view that the plaintiff has sought to produce
the Power of Attorney which was subsequently prepared after the
filing of the suit in order to give authority to Mr. Shubham Goel
to file the present suit which so was not mentioned in the Power
of Attorney dated 01.07.2019, placed along with the present suit.
The present document is stated to be necessary in order to show
the authority of Mr. Shubham Goel to file the present suit as in
the absence of such document, the present suit would render as
being filed by an unauthorized person. The plaintiff has relied
upon the judgment of Hon’ble Supreme Court in case titled
CS (Comm) No.485/2024 SBI Capital Markets Ltd. Vs Bharat Sanchar Nigam Ltd. Page 4 of 7
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United Bank of India Vs. Naresh Kumar & ors,
(1996) 6 SCC
660, in which Hon’ble Supreme Court as held as under :
“…..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
CPC. 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…..”
5. Ld. counsel for the plaintiff has also relied upon the
judgment in case titled Haryana State Cooperative Supply and
Marketing Federation Limited Vs. Jayam Textiles & another,
(2014) 4 SCC 704, para 6 of which reads as under :
“…..In any case, in our opinion, if the courts below were
not satisfied, an opportunity ought to have been granted
to the appellant Federation to place the document
containing authorisation on record and prove the same in
accordance with law. This is so because procedural
defects and irregularities, which are curable, should not
be allowed to defeat substantive rights or to cause
injustice. Procedure, a handmaiden to justice, should
never be made a tool to deny justice or perpetuate
injustice, by any oppressive or punitive use.”
6. Therefore, in view of the judgments, the previous act of
the officer of the company can be ratified by the company by its
subsequent action. So as happened in the present case in which
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the Power of Attorney is already there on record at the time of
filing of the suit, a subsequent Power of Attorney is filed which
subsequently stated to be ratified the act of filing of the present
suit by Mr. Shubham Goel and the Board Resolution with respect
to both the Power of Attorneys is also placed on record. The
relevant para of Power of Attorney is reproduced as under :
“….To initiate/defend/contest/continue the petitions,
suits, appeals, revisions or other legal proceedings
whether civil, criminal, original, appeals, revisions,
reviews, executions etc. in any court, tribunal, arbitrator
etc. which may be pending or which may be initiated by
SBI Capital Markets Limited or against SBI Capital
Markets Limited, do hereby and to sign any plaint,
petition, written statement or other pleadings,
applications, affidavits, give statement, lead evidence,
file replies, objections, appeals, rejoinders, writ petitions,
reviews, revisions, execution applications, cross-
objections/appeals and other pleadings etc. and the
correspondence, whenever and wherever found
necessary….”
7. Therefore, there is a valid ratification by the plaintiff
company of the previous act of Mr. Shubham Goel in filing the
present suit. The documents seems to be necessary to decide the
real controversy between the parties. I do not find any force in
the arguments advanced on behalf of the defendant therefore, the
document is allowed to be taken on record. Taking on record the
document is not tantamount to any expression on the authenticity
and admissibility of the document, it would be the subject matter
of the evidence and required to be proved by the plaintiff as per
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Evidence Act. In these circumstances, the application filed by the
defendant U/o VII Rule 11 CPC is dismissed whereas the
application filed by the plaintiff U/o XI Rule 1(5) r/w Order VII
Rule 14 CPC is allowed.
Announced in open court
(Sanjay Khanagwal)
District Judge (Commercial Court)-02
Patiala House Courts / 03.06.2026
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