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TMI Blog1959 (11) TMI 69X X X X Extracts X X X X X X X X Extracts X X X X ..... summary filed by the company under S. 32 of the Indian Companies Act, 1913, and brought on record in the office of the Registrar of Companies was one made up to 30-1-1955. Therein this applicant is shown as a director of the company as on that date. On 2-10-1955, the applicant intimated that he was submitting his resignation from the board of directors. The company, however, on being asked by the Registrar in his letter dated 17-2-1956 to state when the applicant ceased to be a director, there was no reply from the company. The Registrar addressed the company and its officers in his letter dated 13-6-1958 to file the annual return for the years 1956 and 1957 and the balance sheets as on 31-3-1955, 31-3-1956 and 31-3-1957. A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company as a director. In regard to resignation, the case laws on the subject may be gathered from the following extracts from the standard treatise on the subject. 5. Ghosh's Indian Company Law, 10th Edn. Part I, page 583: Subject to the articles of association a director is entitled to resign his office and cannot withdraw his resignation without the company's consent; Glossop v. Glossop, 1907 2 Ch 370. After the resignation has been accepted by the Board, a director ceases to be liable for any report made or dividend declared even though he be named as a director in the report. In re National Bank of Wales, 1899 2 Ch 629. Where the Articles provide that the office of a director should ipso facto ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esignation would be effective unless the Articles contained some provisions preventing it, e.g., that a period of notice must be given. It was held in Latchford Premier Company v. Ennion, (1931) 47 ITR 595, that under an Article in these terms an oral resignation if accepted by the company in general meeting is binding. But a notice of resignation once served on the company cannot be revoked without the company's consent. Where there is no provision making acceptance of resignation necessary, a director vacates office on giving notice of his resignation. He cannot withdraw his resignation without the consent of the company. The position is the same even if the Articles require that the vacation of office is not to take effect unless the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... result of this analysis is that a director, who has submitted his resignation, will be deemed to have resigned from the date of his resignation, without prejudice, of course, to his liabilities and obligations which had occurred upto that date and which he cannot evade by severing his connection with the company. 6. The more important question, however, which arises is whether this court has got the power to direct the company to remove the resigned director's name as a director as and from 15th November, 1955, the date of his resignation. On that matter there cannot be the slightest doubt that this court has no such power. The application purports to have been filed under S. 283 of the Companies Act and under R. 9 of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce of substantive effect and thus obstruct instead of facilitating the administration of justice. 9. It cannot be said that in the above circumstances courts have no power to do justice or redress a wrong merely because no express provision of the Code or reported decision of a court can be found to meet the requirements of a case. As observed by Mahmood, J. in Narsingh Das v. Mangal Dubey, ILR 5 All 163 Courts are not to act upon the principle that every procedure is to be taken as prohibited unless it is expressly provided for by the Code, but on the converse principle that every procedure is to be understood as permissible till it is shown to be prohibited by the law. As a matter of general principle prohib ..... X X X X Extracts X X X X X X X X Extracts X X X X
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