9911796707
TMI Blog1956 (12) TMI 15X X X X Extracts X X X X X X X X Extracts X X X X ..... him for securing an overdraft account up to Rs. 420 with the first plaintiff, the Keraleeya Banking Co. Ltd., Tiruvella, represented by its managing director, Varki Thomas. According to the plaint an amount of Rs. 630 made up of the principal sum of Rs. 420 advanced under this account along with interest amounting to one half the principal had accrued due. This amount had been paid to the bank by the second plaintiff, Thomas Alexander, as per Exhibit G in 1121 and it was prayed, therefore, that decree may be passed in favour of the second plaintiff. The first defendant contested the suit mainly on ground of bar of limitation and also discharge by payment long previously on 7-4-1118 to the fourth defendant, who was a prior assignee of the bo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... essary money and pay the filing fees before the Registrar of Joint Stock Companies within that time and thereafter take all the records etc ., from Punnoose Oommen. The bank's case was that Punnoose Oommen colluded with the fourth defendant, who was another director of the bank and further a party to Exhibit A resolution, to withhold Exhibit I bond from the new managing director, Varki Thomas, with a view to their mutual gain and at the expense of the bank, and so Exhibit II assignment was brought into existence on 18-10-1116 for the low consideration of Rs. 200 in contrast to the Rs. 630 already accrued due thereon. It was based on those circumstances that the courts below had found against the first defendant. 3. Mr. Kuruvilla, learned ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... speaks the urgent necessity to meet certain threat of action by the Registrar of Joint Stock Companies on account of the default to submit returns and pay filing fees on the part, apparently, of the managing director. It is hardly likely that in such circumstances Exhibit A was recording only a contingent and not an actual resignation. There can be no doubt, therefore, that Punnoose Oommen had ceased to be the managing director as and from the very date of the resolution. The argument of learned counsel on this aspect has to go. 4. Coming to the alternative ground, it is no doubt true that where a company is regulated by a memorandum and articles registered in some public office, persons dealing with the company are bound to read the regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stressed by learned counsel for the appellant in this connection that Punnoose Oommen passed on Exhibit I original bond away from bank's custody and the bank allowed Exhibit I to so remain until the first defendant got it discharged does not, in my judgment, affect the matter. Learned counsel for the respondent says in this connection that the first defendant cannot be allowed to invoke the rule, also because he could not be said to have acted bona fide. For, apart from the truth of the first defendant's own payment under Exhibit I( a ) to the fourth defendant, which was still being questioned, the first defendant could not have been unaware of the suspicious character of Exhibit II from the very inadequacy of its consideration. There is ..... X X X X Extracts X X X X X X X X Extracts X X X X
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