TMI Blog1984 (5) TMI 226X X X X Extracts X X X X X X X X Extracts X X X X ..... he company filed an application under sections 397 and 398 of the Act. Smt. Rattan Kaur and Col. P. S. Dhillon claiming themselves as the director and the managing director respectively of the company sought to defend the petition on behalf of the company. They are represented by Mr. J. S. Narang, advocate. Ramesh Inder Singh, respondent No. 4, claims himself to be a director and authorised by the board of directors headed by Dr. Vikram Singh to contest the petition. He is represented by Mr. N. K. Sodhi, advocate. Thus, two sets of parties, i.e ., Col. P.S.Dhillon and Smt. Rattan Kaur on the one hand and Ramesh Inder Singh on the other claim to be authorised by two different boards of directors to contest the petition. The question arises whether Col. P. S. Dhillon and Smt. Rattan Kaur or Ramesh Inder Singh should be allowed to defend the petition on behalf of the company. Ramesh Inder Singh filed a Civil Miscellaneous Petition No. 158 of 1983, stating that the management of the company vests in the board of directors headed by Dr. Vikram Singh as managing director and that Col. P. S. Dhillon and Smt. Rattan Kaur have nothing to do with the affairs of the company. He has annexe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o Col. P. S. Dhillon, that an extraordinary general meeting be requisitioned for removal of Col. P. S. Dhillon and the board of directors and appointment of another managing director and board of directors. Col. P. S. Dhillon did not requisition the meeting within the period of 21 days. Consequently, the requisitionists called the meeting for April 21, 1982, on March 22, 1982. In the meeting, all the resolutions were passed unanimously and were recorded in another set of books as Col. P. S. Dhillon did not hand over the books to them. In the meeting, Dr. Vikram Singh was appointed as the director-cum-managing director and Mrs. Bhagya Vikram, Smt. Nasib Kaur, Niranjan Singh Domeli, Gurcharan Singh, Ramesh Inder Singh, Ravinder Singh, Swaran Singh, Amar Singh, Avtar Singh, Bir Singh and Rajinder Singh Johl were appointed as directors of the company. It is further stated that they did not receive any notice for depositing the call money in pursuance of the alleged meeting dated November 7, 1981. The party represented by Ramesh Inder Singh claims that Dr. Vikram Singh and the above said persons were duly elected as directors in the meeting on April 21, 1982, and, therefore, he could re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ereby made at 10% of the nominal value of each share, i.e ., ₹ 100 per share, to be paid before 5-1-82. Niranjan Singh Domeli, Bir Singh Johl and Smt. Inder Kaur, who were present in the meeting dated November 7, 1981, and passed the above resolution, are also amongst the requisitionists for calling a meeting on March 22, 1982, for April 21, 1982. Out of them, Niranjan Singh Domeli and Bir Singh Johl were elected as directors on that date, i.e ., on April 21, 1982. It has not been denied by them that they were present in the meeting on November 7, 1981. Their presence in the meeting dated November 7, 1981, proves beyond a shadow of doubt that that meeting was held and the resolution reproduced above was passed therein. I, therefore, do not find any substance in the contention of Mr. Sodhi that in fact no meeting was held on November 7, 1981, and false entries have been made in the proceedings book. Now, it is to be seen whether notices were sent to the shareholders in pursuance of the resolution dated November 7, 1981. Col. P.S. Dhillon produced the despatch register in the court along with the photostat copy of the relevant entries. The relevant entires regarding de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t in pursuance of the notice dated November 20, 1981, Niranjan Singh Domeli, Smt. Inder Kaur and Smt. Pritam Kaur wives of Niranjan Singh Dimeli, Smt. Vaneet, daughter of Niranjan Singh Domeli, Raghuvinder Singh, Bir Singh Johl, Col. P. S. Dhillon, Smt Kir-pal Kaur, Smt. Gurmej Kaur, Smt. Rattan Kaur, Hardev Singh Minhas, Puran Singh, Didar Singh, Col. K. S. Dhillon and K. Gurdev Singh paid the call money. Since notices were not received, it was not possible for Smt. Vaneet, Raghuvinder Singh, Smt. Kirpal Kaur, Smt. Gurmej Kaur, Smt. Rattan Kaur and K. Gurdev Singh to pay the call money as they were not present in the meeting of the board of directors. Faced with that situation, Mr. Sodhi argued that the requisitionists stated on affidavit that they did not come to know about the resolution nor did they receive any letter dated November 20, 1981 and, therefore, it cannot be held that they came to know of the resolution. He tried to support his argument by making a reference to this court's decision in Escorts Ltd. v. Industrial Tribunal, Haryana [1983] Lab IC 223. I am not impressed with the submission of learned counsel. In view of the provisions of the Companies Act, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... down, however slight, will, as against the company, invalidate the forfeiture. An appeal against the judgment of the Madras High Court was dismissed by the Supreme Court in Public 'Passenger Service Ltd.'s case, AIR 1966 SC 489. Similarview was taken by the Bombay High Court in Karachi Oil Products Ltd.'s case. There is no quarrel with the proposition laid down in the aforesaid cases but as no shares are being forfeited, the ratio therein is not applicable to this case. Section 181, inter alia , provides that notwithstanding anything contained in the Act, the articles of a company may provide that no member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid. Article 36 of the articles of association had made a provision in this regard. It reads as follows : No member shall be entitled to vote at any general meeting unless all sums presently payable by him in respect of shares in the company or otherwise have been paid. From conjoint reading of the section and the article, it is clear that if any sum is due from a shareholder in respect of a share, he i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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