9911796707
TMI Blog1981 (2) TMI 165X X X X Extracts X X X X X X X X Extracts X X X X ..... s a company incorporated under the Indian Companies Act, 1913, and is running a theatre for screening cinematographic films. The plaintiff claimed that he became a director of the company and that he had been re-elected for many periods. He alleged that due to ill-feeling and enmity the second defendant had procured the passing of a resolution on 30th May, 1974, removing him from the directorship on the ground that he was absent from the meetings of the board of directors held on 22nd January, 1974, 20th February, 1974, and 15th May, 1974, and that by reason of such absence without leave, he had become disentitled under section 283(g) of the Companies Act, 1956, from continuing as a member of the board. According to the plaintiff there was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tice only after 11.00 a.m. and that his evidence to that effect stood unrebutted, with the result that there was no proof that the plaintiff had absented himself from three consecutive meetings of the board of directors. It was, therefore, held that he still continued as a director in the first defendant-company. This second appeal has been filed by the defendants contesting this conclusion of the lower appellate court. At the time of the admission of the second appeal, the following questions were framed as required by section 100 of the Civil Code Procedure as amended: 1.Whether the suit is not maintainable in the civil court because of the provisions of the Companies Act ? 2.Whether in law the plaintiff ceased to be a director? A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion." It is unnecessary for our present purpose to set out those names as the plaintiff's name is not one of them. It is clear that the plaintiff must have been elected some time later. The question is as to whether he ceased to be a director despite the resolution under consideration. It is not in dispute that in the absence of any specific provision in the articles of association, the directors of the company would have to retire every year and would have to be re-elected or elected at each annual general meeting. Under section 255(1) of the Companies Act, 1956, it is provided that: "Unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of direct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... using him the relief. But there is the well-known principle that where it is shown that the original relief claimed has, by reason of a change of circumstances, becomes inappropriate, then it is incumbent on the court of justice to take note of the events that have taken place since the institution of the suit and mould the decree according to the supervening circumstances. It may be that the plaintiff is justified in claiming that he had not ceased to be a director by reason of the resolution. It is unnecessary for my present purpose to pronounce finally on it. It is enough to say that the plaintiff has by reason of the supervening event of not having been elected at any subsequent annual general meeting, ceased to be a director. Granting ..... X X X X Extracts X X X X X X X X Extracts X X X X
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