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5. The petitioner argued his case in person and submitted that the disputes between the parties started when the petitioner demanded proper account of the two tippers that he had given to the company. With his persistent demand for the accounts for the tippers, the respondents No. 2 and 3 engineered and fabricated the minutes of the Board Meetings to indicate that the petitioner had not attended the three Board Meetings for the purpose of invoking the provisions of Section 283(1)(g) of the Act. He pointed out that the respondents have alleged that he had not attended the Board Meetings held on 27.6.96, 4.7.96 and 29.8.96. The petitioner had not received any notice for the meetings and as such the question of his attending these meetings did not arise. Further as per article 40(b), no director can be removed/inducted without the prior approval of Director General of Resettlement. The claim of the respondent that the petitioner avoided them by not attending Board Meeting due to the demand of the respondent to repay loans taken by the petitioner is unfounded. The petitioner submitted that the respondents have produced copies of certificates of postings but the notices were actually not posted. The certificate of posting is not a conclusive evidence of sending the communication in question. It was also submitted that the contention of the respondents that the petitioner had vacated the office in terms of Section 283(1)(g) is wrong in as much as the provisions of this Section provide that if a director does not attend three consecutive Board Meetings, or all meetings of the Board for a continuous period of three months, whichever is longer without, obtaining leave of absence from the Board, then, he ceases to be a director. The petitioner submitted that the period of three months would commence from the date of first meeting in the present case. The first meeting was called on 27.6.96, then the three months period from that date would expire on 26.9.96. The petitioner did attend a meeting held on 23.9.96 which was prior to 26.9.96. Therefore, the argument of respondent that he ceased to be a director on 29.8.96 is not legally correct as the three months period would expire only on 26.9.96. The petitioner also pointed out to the letter written by DGR to the company on 42.97 in which DGR himself had stated that the stand taken by the respondent that the petitioner had vacated his office was not in order and that he would be put back on the Board. In view of the fact that the company was incorporated by three persons including the petitioner with respondent No. 2 and 3 with equal shareholding and with equal participation in the management, exclusion of one of them from the management is an act of oppression justifying winding up of the company on just and equitable grounds. Accordingly, the petitioner prayed that the application of Section 283(1) (g) in his case was wrong and he should be put back on the Board as director.

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:

18. I have considered the pleadings and arguments of both the parties who appeared in person. The main allegation in the petition relates to vacation of office by the petitioner as a director and an increase of shareholding and non allotment of shares to him. The other allegations are in regard to appointment of a civilian director, allotment of 1500 shares to the civilian and rendition of accounts for tippers.

19. Let me examine the first allegation relating to vacation of office by petitioner as a director. Before going into the main issue the provisions of Section 283 & 285 of the Act needs to be looked into which have been relied upon by both the parties and have a bearing on this case. The Respondents contented that in computation of three months, the calendar months should be taken into account. The petitioner had not attended the meetings in June, July and August 1996, and therefore, he ceased to be director and vacated his office in terms of Section 283(1) (g). I do not agree with this contention. The plain regarding of Section 283 for completion of period of three months would commence from the date of first meeting which a director absent himself from three consecutive meetings of the Board of Directors, or from all meetings of the Board for a continuous period for a three months whichever is longer without obtaining leave of absence from the Board. The word "whichever" is longer in Section 283(1) (g) clearly indicates that the three consecutive meetings of the Board of Directors should be computed from the date of the meeting and not from the calendar months whereas all meetings of the Board which is second part of the section indicates a continuous period of three months which means three calendar months. The Respondents relied on clarification issued by the Department of Company Affairs according to which month "as used in that section refers to a calendar month". I am not inclined to accept this proposition as in an ample number of cases the company Law Board has consistently held that the three meetings should be computed from the date of first meeting and not three calendar months. The clarification of Ministry of Company Affairs in respect of Section 285 of the Act is not relevant to Section 283. The clarification given for Section 285 is clearly for Board Meeting which are required to be held every three calendar months whereas the completion of computation of time in Section 283 has to be taken from the date of first meeting of the Board of Directors.

20. It is alleged that the petitioner has not attended the Board Meetings held on 27.6.1996, 4,7,1996 & 29.8.1996. No notices for these meetings were received by the petitioner and as such he did not attend these meetings. The stand of the Respondents is that the petitioner ceased to be a director by operation of law in terms of Section 283(1)(g). I have already discussed the provisions of this Section which stipulates that if a director absents himself without obtaining the leave of absence from three consecutive meetings of the Board and /or from all meetings of the Board for a continuance period of three months, wherever is longer then he vacates the office of the director. There are inconsistencies in the stand of Respondents as to on which of the two alternative grounds, the petitioner ceased to be a director. In page 90 of the reply it is mentioned that the petitioner did not attend three Board Meetings. In the minutes of the meeting held on 29.3.1996, it is recorded that the petitioner attended the same by invitation and that the Board did not condone the absence of the petitioner in the three previous meetings. Hence the stand of the company appears to be that the petitioner ceased to be a director on 28.9.1996 being the last of the three meetings, which he did not attend. During the arguments, the Respondent submitted that he petitioner did not attend all the Board Meeting held in three continuous calendar months. Form No. 32 indicates the date of cessation of office as on 23.9.1996 whereas in the minutes of the Board Meeting dated 23.9.1996, it is recorded that the petitioner should vacate office w.e.f. 29.8.1996. The company is therefore not clears as to how the petitioner ceased to be a director-whether due to absence from three consecutive months. The examination of the notices of the Board Meeting and the certificate of posting indicates that the notices have been addressed only to the petitioner and not to other directors. Secondly, the certificate of posting is from Patel Nagar Post Office on 27.6.1996 which is quite far from Munirka. The stamp on other two UPC's are not clear. In ample number of cases the people have been able to obtain false certificate of postings from the various post offices. In the instant case also the post office chosen is Patel Nagar where generally a person will not go to obtain certificate of posting when the post office is within the colony. This does raise an element of doubt and the benefit should go to the petitioner. This Board had been closely scrutinizing such cases as the entrepreneurs are finding an easy route to get rid of a director who is not convenient to them by falling on the provisions of Section 283. Nonetheless it should be beyond doubt that notices were issued to the parties concerned, which is not so in this case as discussed above.