9911796707
TMI Blog1961 (7) TMI 31X X X X Extracts X X X X X X X X Extracts X X X X ..... e provisions of the Indian Companies Act in or about the year 1937. The main activity of the company consisted in conducting the business of clearing and forwarding agents for loading goods in Masulipatam port into ships, which anchor at a distance from the shore, through country craft owned by it. Among the properties acquired by the company on its formation were the rights, interests and the benefits of all existing contracts then possessed by one P.V. Rangayya of Masulipatam and his family. This family may, for the sake of brevity, be referred to as the "Presingu" family and is now represented by one Someswararao, who is the applicant in this application. On its formation, the company entered into an agreement with Sri P.V. Rangayya as a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esolution on April 27, 1952: "(5) Regarding the remuneration resolved to be paid to the Presingu family in paragraph 3 of the resolution passed at the, shareholders' meeting on February 20, 1950, as the members of the Presingu family have been working in the company and contributing towards the property of the company the resolution to pay the aforesaid remuneration to them is again approved." The claimant says that by virtue of these resolutions the Presingu family became entitled to 10 per cent, of the profits and that, in fact, the resolution was implemented by the company by the payment of certain amounts to the Presingu family. The claim now made relates to the balance of the remuneration which the family is entitled to for the yea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company or otherwise, to be exercised or done by the company in general meeting : Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in this or any other Act, or in the memorandum of articles of the company, or in any regulations not inconsistent therewith and duly made thereunder, including regulations made by the company in general meeting." The basis on which the claim for remuneration is sought to be justified is that at the inception of the company the properties belonging to the Presingu family were acquired by the company, that one-half of the total share capital was subscribed by the Presingu family, the other half having be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ticles of association or regulations not inconsistent therewith. In Chapter II the Companies Act makes provision for compensation for loss of office to managing or whole time directors or directors who were managers. Section 318 provides that compensation for loss of office is not permissible except to the managing or whole time directors or directors who were managers. Section 319 provides for payment to a director for loss of office or property. Section 320 provides for payment to a director for loss of office, etc., in connection with the transfer of shares. Nowhere in the Companies Act do we find any provision for the payment of remuneration to persons other than those provided under the aforesaid section. I am, therefore, not prepa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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