9911796707
TMI Blog1980 (7) TMI 215X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner No. 1, Sri Pyare Lal Gupta, was appointed as managing director of the said company on August 14, 1975, for a term of five years. The necessary approval of the Central Govt; is also stated to have been obtained in regard to the appointment of Sri Pyare Lal Gupta under section 269 of the Companies Act. It appears that on or about July 1, 1978, differences arose between the managing director and other directors of the company. As a result of the dispute, said to have arisen between petitioner No. 1 and other directors, a meeting of the board of directors was called by the petitioner, on the one hand, for July I, 1978, and allegedly by the other directors also for July 1, 1978. The defendants' case is that a meeting was in fact held on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany for a term of five years beginning from August 14, 1975. The appointment was approved by the Central Govt. under section 269 of the Companies Act. Petitioner No. 1 had called a meeting of the board of directors on July 1, 1978, for considering certain complaints against some of the defendants. As a counter-blast the said defendants, some of whom were directors of the company, also called a meeting of the board of directors for July 1, 1978, though they had no authority to do so and in point of fact no such meeting was either called or held. However, the defendants asserted that such a meeting was held on July 1, 1978, and at that meeting Sri Pyare Lal Gupta was removed from the managing directorship of the company. The defendants' acti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tices and agenda of the meeting of the board of directors held on July 1, 1978, as well as of the extraordinary general meeting held on February 23, 1979. Upon a consideration of the material on record the trial court, while dismissing the application for temporary .injunction, held that the petitioners did not have any prima facie case nor was the balance of convenience in their favour. These findings have been affirmed by the learned District Judge in the appeal filed by the petitioners. The learned District Judge has held, in agreement with the trial court, that the board of directors were at liberty to remove the managing director who was only an agent of the board of directors to carry out the duties assigned to him. The learned Di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a director as a managing director of the company. There is no corresponding provision for the removal of the managing director. The learned District Judge has referred to some authorities in support of his finding that the board of directors does have the power to revoke the authority and appointment of the managing director appointed by it. Prima facie, the view taken by the learned District Judge appears to be correct. Learned counsel for the petitioners placed reliance on the provisions of section 268 of the Companies Act which provides that no amendment can be made relating to the appointment or reappointment of the managing director, etc., in the memorandum or articles of association of a company or in any agreement entered into b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in which this court should interfere with the orders passed by the courts below, in any view of the matter. Learned counsel for the petitioners laid considerable stress on the fact that the averments made in the petition have not been denied by any of the respondents arrayed in the petition. I do not think there is any substance in this objection. The matter has to be decided on the basis of the material which was placed before the courts below and not on the basis of allegations and counter allegations made in this court. In any case, having regarded to the nature of the controversy involved in the present case, I do not think that any serious objection can be taken to the fact that none of the respondents has filed any affidavit in rep ..... X X X X Extracts X X X X X X X X Extracts X X X X
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