1973 (8) TMI 89 - SUPREME COURT

what is the effect of the confirmation of the minutes of the meeting of the board of directors held on December 16, 1953, and the action of the chairman in terminating the services of the appellant by his telegram and letter dated December 17,1953, in pursuance of the invalid resolution of the board of directors to terminate his services, in the meeting of the board of directors held on December 23, 1953 ?

Whether the appellant was entitled to 18 months' notice before his services were terminated as, claimed by him?

Held that:- even assuming that the chairman was not legally authorised to terminate the services of the appellant, he was acting on behalf of the company in doing so, because he purported to act in pursuance of the invalid resolution. Therefore, it was open to a regularly constituted meeting of the board of directors to ratify that action which, though unauthorized, was done on behalf of the company. Ratification would always relate back to the date of the act ratified and so it must be held that the services of the appellant were validly terminated on Decenv ber 17, 1953. The appellant was not entitled to the declaration prayed for by him and the trial court as well as the High Court was right in dismissing the claim.

There is no reason to hold that the appellant was not an employee of the respondent-company. Besides, the appellant himself has relied upon these rules for the purpose of computation of the amount due to him on account of bonus, provident fund, etc. In these circumstances it is idle to contend that the rules did not bind him In this view, it is quite unnecessary to consider the question whether, apart from the rules, one month's notice was reasonable in the circumstances of the case. Appeal dismissed.