Corporate authority to sue requires proper board authorisation; absence of a resolution rendered the suit not maintainable.

A suit instituted on behalf of a corporation without a board resolution authorising its filing was held to lack proper authorisation under Order 29 Rule 1 CPC. The memorandum and articles of association vested the power to commence or defend proceedings in the directors collectively, but no resolution was passed empowering the institution of the suit. In those circumstances, the person who filed the proceeding was not duly authorised, and the corporation could not be treated as having validly instituted the action. The objection therefore succeeded and the suit was not maintainable for want of proper authorisation.

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Issues: Whether the suit was maintainable when it was instituted without a resolution authorising the filing of the suit and whether the person who filed it was duly authorised under Order 29, Rule 1 of the Code of Civil Procedure.

Analysis: The memorandum and articles of association showed that the power to institute or defend legal proceedings vested in the directors. The relevant article indicated that such power was to be exercised by the directors collectively, and no resolution was passed authorising institution of the suit. In the absence of such authorisation, the corporation could not be treated as having validly instituted the proceedings through an authorised person under Order 29, Rule 1 of the Code of Civil Procedure.

Conclusion: The suit was not maintainable for want of proper authorisation, and the objection succeeded.

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