9911796707
TMI Blog1988 (9) TMI 271X X X X Extracts X X X X X X X X Extracts X X X X ..... reinafter referred to as "the corporation"), on September 4, 1977. The said corporation is a company registered under the Indian Companies Act. It has a board of directors and a managing director also. In the memorandum and articles of association, article 125A provides that the directors may appoint a secretary of the company for such term, on such remuneration and upon such conditions as they may think fit and any secretary so appointed may be removed by them. A copy of the resolution passed in the board meeting, held on September 22, 1977, has been placed on record as annexure P-19 in this appeal by filing Civil Miscellaneous No. 594 of 1988 which was allowed. During the course of his working, certain charges predominantly pertaining t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to the definition of the term "officer", as provided under section 2(30) of the Companies Act, 1956, which reads as under: " 'officer' includes any director, managing agent, secretaries and treasurers, manager or secretary, or any person in accordance with whose directions or instructions the board of directors or any one or more of the directors is or are accustomed to act, and also includes ( a )where the managing agent or the secretaries and treasurers is or are a firm, any partner in the firm ; ( b )where the managing agent or the secretaries and treasurers is or are a body corporate, any director or manager of the body corporate ; but, save in sections 477, 478, 539, 543, 545, 621, 625 and 633, does not include an auditor." ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0( ii ) provides that without prejudice to the general powers conferred by the last preceding article and other powers conferred by these articles, the directors shall have the following powers, "to appoint and at their discretion remove or suspend secretaries, officers, clerks, agents and servants as they may from time to time think fit, and to determine their powers and duties and fix their salaries or emoluments and require securities in such instances and to such amounts as they may think fit" That being so, the power to appoint the secretaries and other officers are vested in the board of directors and not in the managing director as claimed by him. The delegation of powers to the managing director is provided in article 89( c ) which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s also. It could not be successfully argued that the managing director was competent and was conferred the powers to suspend or dismiss a director of the corporation as well. It was next contended that in any case even if the termination orders were passed by the managing director, and the same were approved later on by the board of directors in its meeting dated March 11, 1986, the termination will, therefore, be deemed to have been made by the board itself. This argument was rightly repelled by the learned single judge with the observation that, "it seems to me that the managing director nakedly usurped their powers. The board of directors, in causing approval to the order of termination, have mutely surrendered their powers to the mana ..... X X X X Extracts X X X X X X X X Extracts X X X X
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