Moushumi Bhattacharya, J.

1. The Civil Revision Petition has been filed against a Common Order passed by the learned Commercial Court, Ranga Reddy District at L.B. Nagar (‘Commercial Court’) on 06.08.2025 allowing two applications filed by the respondent herein. The respondent is the plaintiff in a Commercial Suit filed for recovery of money.

2. The plaintiff filed the two applications seeking permission for Mr. Archit Reddy to represent the plaintiff Company as its duly authorised signatory and for grant of leave to receive a Resolution of the Board of Directors of the plaintiff dated 18.06.2025 ratifying an earlier resolution along with the list of documents enclosed with the Plaint. The aforesaid prayers were made in I.A.Nos.467 and 468 of 2025, respectively. The Commercial Court allowed both the applications holding that the defect in the earlier document was a curable one and that no prejudice would be caused to the petitioners/defendant Nos.1 to 4, if the document is allowed. We will discuss the reasons given by the Commercial Court later in this order.

3. Learned Senior Counsel appearing for the revision petitioners/defendant Nos.1 to 4 (respondents in the I.As. before the Commercial Court) submits that the parties cannot be permitted to fill up lacunae after deficiencies are exposed during trial. Counsel submits that Mr. Archit Reddy was fully aware that he was not a Director of the plaintiff Company in 2016 at the time of institution of the Suit and hence, this is not a defect which was subsequently discovered. It was further contended that despite a prior admission by Mr. Archit Reddy that he only became a Director in 2017 following the institution of suit, the defect only surfaced and efforts to fill up such lacunae were only made when an objection was made by the petitioners/defendants at the stage of final reply arguments.

4. Senior Counsel submits that the Commercial Court erred in concluding that no prejudice would be caused to the revision petitioners/defendants if the applications were allowed. Counsel submits that the dispute between the parties is a ‘commercial dispute’ as defined under The Commercial Courts Act, 2015 (‘the 2015 Act’) and would hence be governed by the strict timelines prescribed under the 2015 Act and that the objective of expeditious disposal of Commercial Suits under the 2015 Act would be defeated if additional documents are permitted to be filed at the trial stage without reasonable cause. Counsel places emphasis on the fact that the Board Resolution dated 18.06.2025, which the plaintiff sought to bring on record, was not a mere ratification but an attempt to replace the original basis of authority after the completion of evidence.

5. Learned Senior Counsel appearing for the respondent/plaintiff (petitioner in the I.As. before the Commercial Court) submits that the Commercial Court was justified in permitting the ratification of a curable procedural defect particularly when no prejudice was caused to the defendants. Senior Counsel submits that the petitioners’ emphasis on the description of the deponent as a ‘Director’ or ‘Authorised Signatory’ is hyper-technical since the Plaint was signed under the seal of the plaintiff Company and the institution of the Suit was not disputed on merits. It is submitted that the subsequent Board Resolution merely ratified the authority of the deponent and did not alter either the identity, capacity, or competence of the deponent. According to Senior Counsel, the admission of Mr.Archit Reddy with regard to becoming a Director of the plaintiff company after the institution of Suit neither renders the Suit invalid nor affects its maintainability for the reason that the authority to institute the Suit emanates from the Board of Directors of the plaintiff Company and the subsequent Board Resolution merely ratified/clarified such authority. According to counsel, the Commercial Court correctly allowed the applications since the subsequent Board Resolution did not introduce any new material affecting the trial or the rights of the petitioners.

6. We have heard the competing arguments of learned Senior Counsel appearing for the parties.

7. The brief facts are set out below:

8. The respondent/plaintiff filed a Suit for recovery of an amount of Rs.1,35,25,000/- along with interest at the rate of 18% per annum from the date of the Suit till realisation. The plaintiff filed the two I.As. under Order XI Rule 1(5) read with section 151 of The Code of Civil Procedure, 1908 (‘CPC’) and Rule 32 of the Civil Rules of Practice. The specific prayers in the two I.As., were to permit Mr. Archit Reddy to represent the plaintiff Company as its duly authorised signatory and to grant leave to the plaintiff to receive the Resolution of the Board of Directors dated 18.06.2025 ratifying the earlier Resolution dated 29.08.2016 along with the list of documents enclosed with the Plaint.

9. The question before this Court is whether the erroneous description of Mr. Archit Reddy as a ‘Director’ of the plaintiff Company in the Resolution dated 29.08.2016 can be cured, clarified, or ratified by the subsequent Resolution dated 18.06.2025 as a mere curable defect.

10. The intervening events between the filing of the Suit and the filing of the plaintiff's applications/I.As. are material for answering the question before this Court.

11. To clarify once more, the plaintiff (respondent in the CRP) filed two applications seeking permission of the Court to receive a Resolution of the Board of Directors dated 18.06.2025 for the purpose of ratifying the earlier Resolution dated 29.08.2016, which was filed as Ex.A-7 along with the documents enclosed with the Plaint. The purpose of bringing the later Resolution on record was to clarify that Mr. Archit Reddy was not a Director at the time of the earlier Resolution, i.e., on 29.08.2016 – wherein he was erroneously described as a Director instead of an authorised signatory – and to establish that the Board had subsequently ratified the earlier Resolution dated 29.08.2016. Hence, the plaintiff prayed that Mr. Archit Reddy be permitted to represent the plaintiff Company as its authorised signatory.

12. The two Resolutions are on record. The Resolution dated 29.08.2016 describes Mr. Archit Reddy as:

               ‘...presently working as Director for the Company be and is hereby authorised to appear on behalf of the Company...’

13. The Resolution dated 18.06.2025 states as follows:

               ‘...Resolved that the steps taken by R. Archit Reddy, the then Accounts Manager of the company and authorised signatory of the company, for filing O.S. No.1074 of 2016 on behalf of the company are hereby ratified…’

14. The Board ratified the earlier Resolution dated 29.08.2016, which was filed as Exhibit A7 in the above Suit, wherein his status was mentioned as ‘Director’ instead of ‘authorised signatory/Accounts Manager’.

15. The purpose for which the plaintiff seeks to bring the subsequent Resolution on record is apparent from the contents of the two Resolutions themselves. In essence, the plaintiff sought to ratify its earlier Resolution dated 29.08.2016, which had authorised Mr.Archit Reddy to represent the plaintiff Company despite him not being a Director of the Company on that date. The Suit was filed before the Commercial Court, Ranga Reddy District on the premise that the dispute between the parties is a ‘commercial dispute’ as defined under section 2(1)(c) of The Commercial Courts Act, 2015. Hence, the procedure would be governed by The Code of Civil Procedure, 1908 as amended by The Commercial Courts Act, 2015 and the Schedules appended thereto.

Disclosure Mandate under The Commercial Court Act, 2015

16. Order XI of the amended Code of Civil Procedure relates to ‘Disclosure, Discovery and Inspection of Documents in Suits before the Commercial Division of a High Court or a Commercial Court’.

17. Rule 1 thereof deals with Disclosure and Discovery of Documents and makes it mandatory on the plaintiff to file a list of all documents and copies thereof, in the plaintiff’s power, possession, control or custody, pertaining to the Suit, along with the Plaint. Rules 2 and 3 carry the mandate further by specifying the procedural requirements relating to filing of documents, including a Declaration on Oath from the plaintiff, that all documents in its power, possession, control or custody pertaining to the facts and circumstances of the proceedings have been disclosed and copies thereof annexed with the Plaint. The Declaration further requires the plaintiff to state that the plaintiff does not have any other documents in its power, possession, control or custody.

18. The form of the Declaration is provided under Appendix-I (Statement of Truth). Order XI Rule 1(4) carves out an exception to the preceding sub-rules in the case of urgent filings. Under the said provision, the plaintiff may seek leave of the Court to file additional documents and, subject to grant of such leave, file the same within thirty days of the filing of the Suit along with a further Declaration on Oath that the plaintiff has produced all documents pertaining to the facts and circumstances of the proceedings and does not have any other documents in its power, possession, control or custody.

19. Order XI Rule 1(5) closes the window for filing additional documents after the filing of the suit under Order XI Rule 1(4), or within the extended period contemplated thereunder, by providing that:

               ‘…The plaintiff shall not be allowed to rely on documents, which were in the plaintiff's power, possession, control or custody and not disclosed along with the plaint or within the extended period set out above, save and except by leave of Court and such leave shall be granted only upon the plaintiff establishing reasonable cause for non-disclosure along with the plaint.’

20. Sub-rules (1), (2) and (4) of Order XI would make it evident that the right of the plaintiff to file additional documents closes upon expiry of the period contemplated under Order XI Rule 1(4), namely thirty days from the date of filing of the Suit, subject to compliance with the procedural requirements prescribed therein, including the Declaration on Oath that the plaintiff has produced all documents pertaining to the proceedings and has no further documents in its power, possession, control or custody.

21. The relaxation under sub-rule (5) is only with regard to the plaintiff’s plea to rely upon documents which were not disclosed along with the Plaint or filed within the extended period contemplated under sub-rule (4). Order XI Rule 1(5) does not contemplate filing of additional documents beyond the stage at which the statutory window under sub-rule (4) closes. Reliance upon such documents is also subject to leave of the Court and upon the plaintiff establishing reasonable cause for non-disclosure along with the plaint.

22. The omission of the specific words used in sub-rule (5) – as opposed to (4) demonstrates the conscious legislative intent. Sub-rule (4) refers to the filing of additional documents before the Court, whereas sub-rule (5) speaks only of reliance upon documents which were not disclosed along with the plaint despite of being in possession, power and control of the plaintiff. In other words, sub-rule (5) does not expressly contemplate filing of documents beyond the cut-off period of thirty days from the date of filing of the Suit under sub-rule (4). Hence, even if the plaintiff was to rely upon a document, without having disclosed it with the plaint or filed it before the Commercial Division/Commercial Court, the plaintiff would still be required to establish ‘reasonable cause’ for the non-disclosure of the said document to the satisfaction of the Court.

23. The rigour of Order XI Rule 1, read with the sub-rules thereunder, was recognized by the Supreme Court in Sudhir Kumar @ S. Baliyan v. Vinay Kumar G.B.( (2021) 13 SCC 71). The basic requirement of establishing ‘reasonable cause’ for non-disclosure of documents along with the plaint under the transformed regime of the CPC read with the Commercial Courts Act, wherever applicable, was also noticed by this Court in M/s. Sri Vishnu Constructions v. State of Telangana(CRP.Nos.2677 and 2572 of 2025). The issue was also considered by other High Courts in Anitha Chhabra and Others v. Surender Kumar(2022 SCC OnLine Del 3089), Khanna Rayon Industries Pvt. Ltd. v. Swastik Associates and Others(2023 SCC OnLine Bom 1372), Nioti Chana v. SPML Infra Limited(2023 Supreme(Cal) 1049) and TTK Prestige Limited v. Baghla Sanitaryware Private Limited and Others(2024 SCC OnLine Del 882).

24. The unmistakable statutory intent behind Order XI Rule 1 of the CPC, as a mandatory procedural requirement before Commercial Courts and Commercial Divisions, is that both the plaintiff as well as the defendant have a statutory obligation to disclose all documents in their power, possession, control or custody pertaining to the Suit (or the Written Statement) at the time of filing of the Plaint.

25. The window available for urgent filings of additional documents under Order XI Rule 1(4) of the CPC is also limited to thirty days from the filing of the Suit, along with the required Declaration on Oath. The plaintiff being permitted to rely upon undisclosed documents, beyond the timelines contemplated under Order XI Rule 1(4) of the CPC, is provided for under Order XI Rule 1(5) of the CPC only upon the Court granting leave for the same. For such leave, the plaintiff is under a mandate to establish reasonable cause for non-disclosure of those documents along with the plaint, even beyond the window available for urgent filings.

The Facts Relevant to the Adjudication:

26. The Resolution of the Board of Directors dated 18.06.2025, sought to be brought on record, was intended to explain the error in describing the status of Mr. Archit Reddy as the Director of the plaintiff Company in the Board Resolution dated 29.08.2016, which was marked as Ex.A7 and filed along with the plaint. In other words, the erroneous description of the status of Mr. Archit Reddy at the time of filing of the document along with the plaint in September 2016 was the only cause shown for invoking the relaxation under Order XI Rule 1(5).

27. The Court’s view on whether the cause shown can be accepted as ‘reasonable’ or not is discussed in the paragraphs below.

Procedural Irregularity Vs. Foundational Defect

28. There is a marked distinction between a procedural correction of facts and a defect which strikes at the foundation of a pleading or the institution of a suit. There are several instances of defects which can subsequently be corrected/cured. Such instances would include defective verification, defective signing, or even a delayed filing of an authorisation. However, these examples cannot be equated with an absence of authority at the very inception of filing of the document.

29. The present case falls under the latter category, namely, the avowed absence of authority of Mr. Archit Reddy at the time of filing of the Suit on behalf of the respondent/plaintiff. This is by reason of the fact that the subsequent Resolution dated 18.06.2025, for ratifying the earlier Resolution dated 29.08.2016, seeks to replace the original basis of the authority altogether. Hence, this is not a mere substitution or procedural correction but an erosion of the very foundation of the authority on which Mr. Archit Reddy filed the Suit on behalf of the plaintiff in 2016. (underlined for emphasis)

30. The plaintiff had knowledge, at the relevant point of time in 2016, that Mr. Archit Reddy did not have the authority to file the Plaint under the Resolution dated 29.08.2016 since he was not a Director of the Company at that point of time. The Resolution authorising Mr. Archit Reddy was taken by the Board of Directors. Hence, the plaintiff was naturally aware that the Resolution dated 29.08.2016 contained an error in the description of Mr. Archit Reddy as a Director of the plaintiff Company. In other words, this was not a defect which was discovered subsequently or one that occurred through inadvertence in 2016.

31. Moreover, the records reveal that PW.1 (Archit Reddy) deposed in his cross-examination that he became a Director on 14.02.2017. However, the respondent/plaintiff sought to rectify the defect much later in 2025, that too on an objection raised by the petitioners during final arguments. This Court is informed that the matter was conditionally posted on 10.06.2025 for reply arguments. However, instead of advancing reply arguments, the respondent/plaintiff passed the Board Resolution on 18.06.2025 seeking to ratify the earlier Resolution dated 29.08.2016 and only thereafter filed the application to receive the document, namely, the subsequent Board Resolution dated 18.06.2025.

32. Thus, shorn of all other facts, Mr. Archit Reddy was not competent to institute the Suit on behalf of the plaintiff in September, 2016 since he was admittedly made a Director of the Company only on 14.02.2017, as admitted during his cross-examination. The relevant extract of the cross-examination forms part of paragraph 13 of the impugned order. This would raise a presumption that the plaintiff filed the application only to improve its case and rectify the error committed in 2016 on its part. Hence, supplanting the earlier Board Resolution dated 29.08.2016 with the later Board Resolution dated 18.06.2025 is not a mere instance of curing a defect, but a deliberate attempt to subsequently clothe an incompetent person with authority for the purpose of regularising the institution of the Suit. In essence, the Suit was instituted with a foundational defect and one which could not be rectified by substituting the earlier Board Resolution with the later one.

33. Hence, apart from overlooking the rigour of Order XI Rule 1 of the CPC relating to disclosure of documents in Commercial Suits and mandating strict compliance with the requirements thereunder, the interlocutory application filed by the respondent/plaintiff was misconceived and ought to have been dismissed as such by the learned Commercial Court.

The Impugned Order

34. The Commercial Court allowed the respondent/plaintiff’s applications by treating the erroneous description of Mr. Archit Reddy as a Director in 2016 as a ‘procedural defect’ which was capable of being ratified. The Commercial Court held that such a procedural irregularity could be rectified at any stage. The Commercial Court was also of the view that the defendants (petitioners herein) would not suffer any prejudice on the applications being allowed and accordingly allowed both the I.As., granted leave to the plaintiff to file the Board Resolution dated 18.06.2025 and permitted Mr. Archit Reddy to represent the plaintiff Company as its duly authorised signatory.

35. The discussion in the foregoing paragraphs, on the relevant facts and law, leads us to the firm view that the Commercial Court committed an error by presuming that the defect was a curable one without first determining whether Mr. Archit Reddy had any authority to institute the Suit and represent the Company as its authorised signatory on the date of institution, namely, 21.09.2016.

36. The facts were clear before the Commercial Court as would be reflected from the records:

               (i) Ex.A7, namely the Resolution dated 29.08.2016, described PW.1/Archit Reddy as a Director;

               (ii) PW.1 admitted that he was not a Director on 29.08.2016;

               (iii) PW.1 admitted that he became a Director on 14.02.2017, i.e., after the filing of the Suit (the Suit was filed on 28.09.2016);

37. Hence, the Commercial Court had the benefit of the above undisputed facts and ought to have first determined whether Ex.A7 was capable of curing the fundamental defect existing at the time of institution of the Suit. The reasons given by the Commercial Court amount to a casual view of the foundational defect and overlooks the rigour of Order XI Rule 1(5) of the CPC as applicable to Commercial Suits.

Decisions cited on behalf of the Plaintiff:

38. The decisions cited on behalf of the respondent/plaintiff do not answer the legal question arising in the present adjudication, namely, whether a document can subsequently be brought on record without satisfying the requirement of establishing ‘reasonable cause’ under Order XI Rule 1 of the CPC as applicable to Commercial Suits. The decisions also do not deal with a similar factual situation where a fundamental defect was sought to be cured by treating it as a mere procedural defect.

39. United Bank of India v. Naresh Kumar(1996 (6) SCC 660) and Uday Shankar Triyar v. Ram Kalewar Prasad Singh(2006 (1) SCC 75) were pronounced prior to the enactment of The Commercial Courts Act, 2015. United Bank of India (supra) concerned a case of defect in authorisation and there was no dispute that the concerned officer did not hold the office under which the authority was claimed. Uday Shankar Triyar (supra) involved a case of procedural irregularity in the presentation and filing of a memorandum of Appeal, where the Supreme Court held that omission to file the Vakalatnama executed by the appellant along with the Appeal would not invalidate the memorandum of Appeal itself. Livein Aqua Solutions Private Limited v. HDFC Bank Limited(2025 INSC 1349) dealt with defects in pleadings and affidavits and did not involve a foundational defect with regard to the status of the concerned authorised signatory. The case also did not involve the regime of the Commercial Courts Act as incorporated into the CPC. The Supreme Court, in fact, noticed that a procedural requirement should not entail automatic dismissal unless the relevant statute so demands.

40. Harji Engineering Works Pvt. Ltd. v. Hindustan Steelworks Construction Ltd.( 2021 SCC OnLine Cal 2434) dealt with procedural lapses but noted that any cure thereof would be subject to law. The issue therein arose out of a pleading that had not been verified by a Statement of Truth under Order VI Rule 15A of the CPC as amended by the Commercial Courts Act. The Supreme Court in Maharashtra State Mining Corporation v. Sunil s/o Pundikarao Pathak((2006) 5 SCC 96) held that the concept of ratification presupposes an act capable of ratification. In the present case, the question involved is whether Archit Reddy possessed valid authority on 29.08.2016, which is a fact that was not voluntarily disclosed by the respondent/plaintiff for nearly ten years. The plaintiff filed the application only at the stage of final arguments after Archit Reddy admitted that he had been inducted as a Director on 14.02.2017. Hence, the subsequent Resolution cannot retrospectively convert a non-Director into a Director. Varun Pahwa v. Renu Chaudhary((2019) 15 SCC 628) was cited in aid of the principle that procedural rules should not defeat substantive rights. In the present case, however, the petitioners do not rely merely on a technical objection but on an objection pertaining to the competence of the person who instituted the Suit and represented the Company in 2016.

41. Unitech-NCC (JV) v. I.S.N. Raju Infrastructure (P) Limited(2025 SCC OnLine AP 1548), a decision of the Division Bench of the High Court of Andhra Pradesh at Amaravati, concerned entirely different facts and did not involve a challenge to the authority of the person instituting the suit. Rajesh Wadhawan v. Naveen Sabharwal(2024 SCC OnLine Del 5321), a Single Judge decision of the Delhi High Court, was rendered in the context of procedural irregularities as opposed to a foundational defect having a bearing on the institution of the Suit itself. Tanishq Agencies v. Ventura International Pvt. Ltd.( 2026:DHC:1764-DB) was concerned with procedural ratification within the framework of proceedings where the authority of the litigating person or the identity of the litigating entity was not fundamentally in issue. The facts in that case were different from those of the present case. Pragati Construction Consultants v. Union of India and Others(2025 LiveLaw (Del) 210) pertains to procedural and curable defects in pleadings and conduct of proceedings and not to the authority for institution of the Suit itself. Deccan Edibles Private Limited v. SPJ Cargo Private Limited(2024 SCC OnLine Del 3381), a Single Bench decision, involved procedural compliance and did not deal with a challenge to the competence of the person instituting the Suit.

42. Prayag Polytech Pvt. Ltd. and Another v. Raj Kumar Tulsian(2023 SCC OnLine Del 6058) involved an entirely different factual foundation where the Delhi High Court was not called upon to decide the issue of an incompetent signatory instituting the Suit.

43. Hence, none of the cases assist the respondent/plaintiff. Moreover, the argument made on behalf of the respondent that the present Suit, namely COS No.23 of 2018, does not involve a commercial dispute is a belated attempt to neutralise the procedural regimen of the Commercial Courts Act. The impugned order does not disclose any such contention being raised on behalf of the plaintiff. The parties have also not placed any order to show that this argument was made before the Commercial Court. In fact, the impugned order reflects that the Commercial Court, Ranga Reddy District, L.B. Nagar, considered the prayers made in the two I.As. filed by the plaintiff.

44. Hence, it can be presumed that the plaintiff submitted to and accepted the jurisdiction of the Commercial Court, thereby acknowledging that it indeed was a Commercial Suit. It appears that the respondent now seeks to urge the point only to wriggle out of the procedural discipline imposed by Order XI Rule 1 and the sub-rules thereunder of the CPC as amended by the Commercial Courts Act.

Conclusion:

45. However, even if the issue of the dispute not being a commercial dispute is to be, accepted, which this Court declines to do, the principle remains that a party cannot seek to remove a foundational defect or convert a non-Director into a Director for the purpose of validating the institution of the Suit.

46. The above discussion leads us to the inescapable conclusion that the Resolution of the Board of Directors of the plaintiff Company dated 18.06.2025, which was subsequently allowed to be brought on record by the impugned order, was not a mere ratification. It was an attempt on the plaintiff’s part to replace the original basis of authority for institution of the Suit, that too after completion of evidence. The Trial Court failed to appreciate the distinction between a curable procedural irregularity and a defect affecting the validity of the institution of the Suit itself.

47. We are thus constrained to interfere with the impugned Common Order dated 06.08.2025 whereby the Commercial Court allowed the two I.As. filed by the plaintiff for receiving the Resolution dated 18.06.2025 and permitting Mr. Archit Reddy to represent the plaintiff Company as its authorised signatory.

48. CRP No.3848 of 2025 is accordingly allowed and disposed of by setting aside the impugned Common Order dated 06.08.2025. All connected applications are disposed of.