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2019 (7) TMI 1600 - HC - Indian LawsSuspension of respondent no. 1 (plaintiff) from his post of Secretary of the appellant Association - respondent sought a restraint order - HELD THAT:- Section 169 requires that a director of a company be removed only by an ordinary resolution of the company (general body of shareholders) for the specific purpose. When a statute specifically mandates that the director shall be removed by the company, i.e. the shareholders/general body of the company, then the statutory scheme would have to be followed in letter and spirit. Article 5(c) may well be applicable apropos an ordinary Member, but the Secretary (i.e. the Director) of the Association is in a different position, and he can be removed from that post only by the General Body which had appointed him. The underlying principle being that only the appointing authority can be the dismissing/removing authority and not the peers of the Apex Council, who are collectively chosen and entrusted with the administration of the DDCA by its General Body. Members of the Apex Council are equal to each other in terms of their appointment and cannot be removed by a peer. Although the position and functions of the members of the Apex Council are defined in terms of the AOA, nevertheless they being appointed by the General Body can only be removed by the latter, higher authority. There is no answer forthcoming to the query as to whether this issue was examined earlier apropos the exercise undertaken for the amendment of Articles of Association, so as to bring the structure and administration of the appellant in consonance with the administrative structure of BCCI, as proposed by the Justice Lodha Committee Report. What clearly emanates from the above discussion is that only the company i.e. General Body can remove a director, because anything other than that would be in derogation of the statutory provisions. In view of the above, there is no reason to interfere with the impugned order - Petition dismissed.
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