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TMI Blog1961 (5) TMI 12X X X X Extracts X X X X X X X X Extracts X X X X ..... executive committee of 21 members was elected by the members of the association consisting of petitioners Nos. 2 to 11 and respondents Nos. 2 to 12. The case of the petitioner is that on October 12, 1960, a meeting of the executive committee was called in order to elect the five office bearers. There were actually present at the meeting only 19 out of 21 members, the absentees being Satya Paul and Sadhu Singh who are respondents Nos. 2 and 3. The proceedings book bore the signatures of 19 members of the executive committee and petitioner No. 2, Shri Alakh Prakash Mayor, was unanimously elected to be the chairman of the meeting. He invited proposals for the election of the president and his name was proposed and seconded and in the absence of any other proposal he was elected as the president by a unanimous vote. There were two contestants for the office of the vice-president. Before their election could be held, there was a difference of opinion between the members on the question that a certain member (respondent No. 4) was not entitled to vote in the absence of a written consent filed by him with the Registrar of Companies. As the dispute could not be resolved, respondents Nos. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etailed communication was addressed by Shri C.D. Sharma to the Registrar giving the petitioners' version of what had happened at the election of the office-bearers at the meeting of October 12, 1960. Annexure "K-1" is a letter addressed to the Registrar bearing signatures of 102 members requesting him to confirm by entering on file the names of the elected office-bearers according to the petitioners' version. The Registrar of Companies addressed a letter dated 1st/2nd December, 1960, to Shri L. N. Raina. In view of its importance it is reproduced below in extenso : "Subject: Jullundur District Registered Factory Owners' Association Jullundur Validity of the Annual General Meeting etc. Dear Sir, In continuation of this office letter No. T/14734 dated the 10th November, 1960, on the subject noted above, I am directed to inform you that the meeting called on 12th October, 1960, at the registered office of the said Association in the presence of all the 21 members wherein Shri Satya Paul had been elected as the Chairman has been validly held. The decision of the Chairman about the election of Shri K.K. Sehgal has also been held to have become final under section 178 of the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9, 1961, for consideration of resolutions proposed by the petitioners. I also indicated that it would be open to any other member to propose any other resolution. This order of mine was challenged in appeal by the respondents to the Letters Patent Bench. The appeal was allowed and the Letters Patent Bench expressed the view that at the present stage of the dispute it would serve no useful purpose if a meeting of the company is held. The Bench observed that the dispute can be settled either by the members themselves or after a proper enquiry in the courts if appropriate proceedings for the purpose are taken. In view of the decision of the Letters Patent Bench in CO. No. 4 of 1961, no further action was called for on the petition under section 186 of the Companies Act. The present petition which remained pending has now to be disposed of. The main contention of the petitioners is that it was no part of the statutory duties of the Registrar to give a decision that a particular person had been elected as a chairman at a meeting which had been validly held. Under section 303, sub-section (2), of the Companies Act, the company has to send to the Registrar a return in the prescribed f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... section 306 a duty is cast upon the Registrar to enter the particulars received by him under section 303, sub-section (2), from the company in a separate register or registers. It is not for him to decide whether the meeting of the executive committee had been validly held or whether a particular office-bearer or office-bearers had been duly elected. Under section 306, it was maintained, the Registrar had no power to give any decision. Shri A.P. Roy, counsel for the Registrar, stated at the Bar that the first portion of annexure "L" in which the Registrar said that the meeting at which Shri Satya Paul had been elected as the chairman has been validly held was not justified. He also conceded that the Registrar could not give any decision on the matter as maintained by him in his affidavit. Mr. S.M. Sikri maintained that it was a wrong concession made by Mr. Roy, counsel for the Registrar. The argument of Mr. Sikri is that section 303 casts an obligation on a company to send returns and under section 306 a duty is cast on a Registrar to enter the particulars on the register and while discharging such an obligation the Registrar has to decide between conflicting versions. He also ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... an error on his part to maintain that he could give any decision in the matter. The Registrar is an important officer and an unauthorised decision by him seems to have been exploited by the respondents to their own advantage and to the detriment of the petitioners. It is true that the Registrar's wrong decision can in law confer no advantage on the respondents, but under the garb of this decision the respondents exercised certain rights impinging upon the rights of the petitioners adversely affecting the petitioners' status. Fortified by the so-called decision of the Registrar, the respondents started expelling the petitioners and their sympathisers from the membership of the Association. According to the Registrar, the orders made by him regarding the papers received from Shri L. N. Raina, respondent, were in accord with the principles of natural justice. If it is possible to probe into the working of the mind of the Registrar, it seems that he was exercising what he considered to be a power vested in him admittedly subject to a decision of a competent court. According to his own notions, as can be gathered from his affidavit, he thought that he was exercising powers which could ..... X X X X Extracts X X X X X X X X Extracts X X X X
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