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1. Removal as director of the Company .

2. Non production of accounts for tipper trucks

3. Induction of a civilian as director

4. Increase of share capital without offer being made to the petitioner.

11. The respondent submitted that regarding restoration to the post of director, the petitioner had vacated office by operation of law as provided in Section 283(1) (g) of the Act and had not been removed as alleged by the petitioner. The notices of the meetings have been served and the computation of three months was required to be done in terms of calendar months as provided in Section 285 of the Act and clarification issued through departmental channel. The respondent also submitted that directors complaint cannot be agitated while submitting a petition under Section 397/398 of the Art. The petitioner attached a letter of DGR dated 4.2.1997 with his petition wherein DGR had issued instruction restoring the petitioner to the post of Director. It is submitted that DGR is neither a statutory body nor vested with quasi-judicial powers to overrule the provision of Section 283 of the Act. The petitioner had managed to obtain the letter dated 4.297 from DGR and filed the said petition on 5.2.97 before the contents of the said letter could be challenged in any court of law. Although the petitioner has relied on Article 40(b) of Articles of Association, which deals with removal and induction of directors. Such induction of directors is covered by Section 260 and removal under Section 284 of the Act whereas the petitioner vacated office under the provisions of Section 283(1)(g) of the Act. The Hon'ble High Court in their order quashing and setting aside the CLB order dated 29.10.99 relied upon the Supreme Court decision in Hanuman Prasad Bagri's case and reproduced para 11 which reads as under:

a. Article 10.--Atleast 90% of the equity shares will be issued and acquired only by ex-servicemen and the balance of the shares may be issued to persons other than Ex-servicemen. No ex-servicemen director will have more that 33.33% shares.

b. Article 33--The qualification of a director shall be holding of atleast 25 (Twenty five) equity shares of Rs. 100 (hundred) each in his own name..."

c. Article 40--The Board of Directors shall have powers to appoint from time to time any other persons to additional director or directors but so that total number of directors shall not at any time exceed maximum number fixed by the Articles.

d. Article 40(b)--No director shall be removed/inducted from the Board of directors without the prior approval of the Director General Resettlement.

16. The perusal of all the relevant Articles of Association will illustrate that 1500 shares i.e. 10% of the equity shares of 15000 could be subscribed to by a civilian. Similarly, only 25 shares were the qualifying shares to be a director and any other person, which would include a civilian could be inducted as a director on the Board of Directors. The Prospective directors are interviewed by DGR prior to according his approval. Therefore, the contention of the petitioner is totally misplaced.

25. In regard to the appointment of additional directors the petitioner has submitted that additional directors were appointed in a meting on 4.7.66 and the approval of the DGR was received only later vide letter dated 6.8.96 and thereby violating the provisions of article 40(b), according to which prior permission of DGR is necessary for induction of any director. Similarly the appointment of a civilian as a director is in violation of the provisions of Article 31 The DGR has been vested with the authority to approve the removal/induction of directors on the board of directors of the company as per article 40(b) while incorporating this company. The petitioner is directed to take up the matter with DGR, if he so desires and DGR shall dispose of the matter within one month from the date of receipt of such complaints/request. Before I close this case, it is pertinent to mention that during the oral arguments the petitioner has accepted that he has not paid invested a single penny till date in the company. Respondent No. 2 arranged loan to meet the requirement on his behalf and since 26.10.95 he has not back this loan which was bearing 18% interest per annum. The hand written letter of 26.10.95 of the petitioner is on record. It is interesting that the petitioner is not willing to invest any money and he wants to enjoy the benefits since its inception on the loan provided by respondent No. 2 Even on the last occasion provided to the petitioner by this Board's order dated 29.10.99, which has been set aside by the High Court, he failed to respond to the offer of subscribing to 1666 shares.