TMI Blog1973 (8) TMI 89X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ant for the recovery of Rs. 1,10,000 being Suit No. 306 of 1954 in which the company was granted a decree for Rs. 5,759-9-6 with proportionate costs. First Appeal No. 88-D of 1956 before the High Court was the appeal by the company against the rejection of the rest of its claim in Suit No. 306 of 1954. We are not concerned with that appeal. Regular First Appeal No. 89-D of 1956 was the company's appeal against the award of decree for Rs. 73,936-15-9 passed in favour of the appellant. Regular First Appeal No. 104-D of 1956 was the appellant's appeal against the rejection of of his other claims in his suit. The High Court dismissed First Appeals No. 88-D of 1956 and No. 104-D of 1956 but partially allowed First Appeal No. 89-D of 1956. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rminating the services had been confirmed by a meeting of the board of directors held on December 23, 1953, and, therefore, the services of the appellant were validly terminated. The respondent-company also contended that the appellant was in no event entitled to 18 months' notice as claimed by him but only to one month's notice and, therefore, he was entitled to get only one month's salary in lieu of notice under that head. The trial court found that the meeting of the board of directors held on December 16, 1953, was valid, that the services of the appellant were validly terminated by telegram and letter of the chairman dated December 17, 1953, addressed to the appellant, that even if it be assumed that the meeting of the board of dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6, 1953, was not properly convened for the reason that notice of the meeting was not given to all the directors. The trial court found that one of the directors, viz., Mr. B. P. Khaitan, was not given notice of the meeting of the board of directors held on December 16, 1953, and that he was not present at the meeting when the resolution to terminate the services of the appellant was passed. Now, it cannot be disputed that notice to all the directors of a meeting of the board of directors was essential for the validity of any resolution passed at the meeting and that as, admittedly, no notice was given to Mr. Khaitan, one of the directors of the company, the resolution passed terminating the services of the appellant was invalid. Artic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 ? The agenda of the meeting of the board of directors held on December 23, 1953, shows that one item of business was the confirmation of the minutes of the meeting of the directors held on December 16, 1953. The confirmation of the minutes of the meeting of the directors held on December 16, 1953, would not in any way show that the board of directors adopted the resolution to terminate the services of the appellant passed on December 16, 1953. It only shows that the board passed the minutes of the proceed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... services were terminated as, claimed by him. The trial court found that the rules of the company, viz ., exhibits D-3 and D-4, were binding on the appellant and that rule 6 of exhibit D-3 which provides for one month's notice in case of termination of services of all employees would apply to the appellant as well. The High Court confirmed that finding. The rules expressly purport to bind all the employees of the respondent-company. 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 rule ..... X X X X Extracts X X X X X X X X Extracts X X X X
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