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TMI Blog1956 (12) TMI 15X X X X Extracts X X X X X X X X Extracts X X X X ..... l 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 bond from another earlier managing director, Ponnose Oommen. Both the courts below found against limitation and we are not concerned with it any further. On the plea of discharge the courts below differed among themselves as to whether the fir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 counsel appearing for the first defend ant appellant, urged before me that Punnoose Oommen's resignation cannot be held to have taken effect by 18-10-1116, viz., the date of Exhibit II assignment, in the absence of positive evidence that Varki Thomas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ances 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 registered documents and to see that the proposed dealing is not inconsistent therewith but they are not bound to do more. They need not enquire into the regularity of the internal proceedings-what Lord Hatherley called "indoor management". See Royal British Bank ..... X X X X Extracts X X X X X X X X Extracts X X X X
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