TMI Blog1984 (1) TMI 265X X X X Extracts X X X X X X X X Extracts X X X X ..... ors in the board reconstituted as per exhibit P-1 and the petitioner is one among them. There is a subsequent order, exhibit P-2, dated September 7, 1983, as per which the fifth respondent is appointed as a director of the company, replacing the petitioner from the post. Article 18 of the articles of association of the company is extracted below: "18. Appointment of directors. ( i ) The directors shall be appointed by the Governor and shall be paid such salary and/or allowances as the Governor may from time to time determine. ( ii ) Subject to the provisions of the Act, the directors shall hold office during the pleasure of the Governor. ( iii ) The Governor shall have power to remove any director appointed by him from office at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... imposes no restrictions on this power. The Government can terminate the board at will. Being so terminable, the life of the board is strictly limited to the duration of the Government's pleasure. When that pleasure is withheld, the tenure of the board comes to an end. The question, however, is whether the period specified under the notification constituting the board binds the hands of the Government, or in other words, is the Government estopped from withholding the pleasure, once the pleasure has been crystallised and articulated in the order of appointment? Such contention, in my view, could succeed only if the discretion of the Government under the statute were not unrestrained. The statute has however conferred upon the Government rela ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a reason for the termination of the services of a member of the board, it is open to this court to consider the legality of the reason mentioned and if it is found that the reason stated is unsustainable in law, it is reasonable to presume that the Government would not have withdrawn its pleasure for the continuance in office of the member concerned but for its wrong view of the law. Exhibit P-2 order gives no reason for the discontinuance of the petitioner from the board of directors of the company, and, since under article 18 of its articles of association the directors hold office during the pleasure of the Governor and the Governor is empowered to remove a director from office in his absolute discretion without any fetters placed on his ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nything in the matter. It is true the fourth respondent has not filed a counter affidavit denying the allegations against him. But being a matter not within his portfolio, he is not obliged to file a counter denying the averments made against him. Learned counsel for the petitioner relies on the decision of the Supreme Court in S. Partap Singh v. State of Punjab, AIR 1964 SC 72, wherein it is stated at page 85 : "Before proceeding further it is necessary to state that allegations of a personal character having been made against the Chief Minister, there could only be two ways in which they could be repelled. First, if the allegations were wholly irrelevant, and even if true, would not afford a basis upon which the appellant would be ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
