Document Fragment View

Matching Fragments

3. It appears that dispute arose between the parties sometime in July/August, 1993. On 26-8-1993 Secretary of the Trust wrote a letter to the trustees calling upon them to submit agenda items for the next meeting. Respondents Nos. 1 to 3 suggested certain items one of which was that the venue of the Trust meeting should not be outside the premises of the Girls College. They also gave out that in case the items mentioned by them were not included in the agenda, their letter dated 30-8-1993 should be taken as a requisition for the Trust meeting. On 3-9-1993, the Secretary of the Trust issued telegrams for meeting on 7-9-1993 which was to be held at Chandigarh. On their part, respondents Nos. 1 to 3 sent telegrams dated 4-9-1993 that a requisition meeting of the Trust will be held in the College premies at Ludhiana. They also questioned the/legality of the meeting to be held at Chandigarh. On 5-9-1993 Vice-President of the Trust issued telegrams to the members calling upon them to attend the meeting at Chandigarh and asserted that the meeting being held at Chandigarh was a legal one. On 7-9-1993 two meeting were held --one at Chandigarh and the other at Ludhiana. The Chandigarh meeting was attended by the President, Secretary and one trustee Baldev Singh. Attar Singh was represented by proxy. In this meeting it was decided to adopt the rules for donor trustees. At the same time, respondents. Nos. 7 and 8 were inducted as donor trustees. Minutes of the meeting held on 8-9-1993 were also confirmed. The Ludhiana meeting was attended by three persons -- respondents Nos. 1 to 3 -- who appointed themselves as President, Vice-president and Secretary of the Trust respectively. They also decided to operate the bank account of the Trust. At the same time, one Parminder Singh was appointed as a trustee. A letter dated 7-9-1993 was sent by respondents Nos. 1 to 3 to the Bank stating therein that they were authorised to operate the bank account.

13. A look at the order passed by the trial Court on 28-7-1994 shows that the trial Court has made a detailed reference to the rival pleadings and then observed -

"I find that it is admitted fact between the patties that the plaintiff-Trust is a registered Trust created vide Trust Deed dated 1-8-1989. There is no dispute regarding founder trustees etc. There is also no dispute that before 7-9-1993' plaintiff No. 2 was the President and plaintiff No. 3 was the Secretary of the Trust as stated in para 9 of the written statement. It is also an admitted fact between the parties that S. Jagdev Singh Grewal, Secretary issued a letter to the trustees for inviting agenda points. It is also admitted between the parties that defendants Nos. 1 to 3 vide their letter dated 30-8-1993 in response to the letter dated 26-8-1993 gave some agenda points for the proposed meeting. It is also admitted that Secretary sent a telegram to the trustees for holding meeting on 7-9-1993 at 10.30 a.m. at 286, Sector 10-A, Chandigarh. It is admitted fact also between the parties that Jaswinder Singh was appointed as Trustees vide resolution dated 2-12-1988. There is a dispute now between the parties regarding the resignation of Jaswinder Singh dated 11-4-1993. The plaintiff alleged that Jaswinder Singh resigned on 11-4-1993 and vide resolution dated 12-4-1993 Baldev Singh defendant No. 6 was appointed trustee which is also signed by defendants Nos. 1 to 3. The defendants have stated that Jaswinder Singh wrote letter to all the trustees dated 29-7-1993 that he never resigned from the Trust and his resignation has been fabricated. Jaswinder Singh is now dead. It is admitted at the time of argument that before 7-9-1993 Baldev, Singh was not removed being trustee. The dispute between the parties arose on 7-9-1993 when plaintiffs Nos. 2, 3 and defendant No. 6 Baldev Singh attended the meeting at Chandigarh in Sector 10-A, Chandigarh, whereas defendants Nos. 1 to 3 held meeting at Ludhiana. Defendants Nos. 1 to 3 alleged that the meeting held by them is a requisitioned meeting and it is a valid meeting and the decisions taken in this meeting are valid and resolution passed on 7-9-1993 is also valid resolution whereas plaintiffs alleged that the meeting held at Ludhiana by defendants Nos. 1 to 4 is illegal, null and void as first of all it cannot be treated as requisitioned meeting. Secondly notice of this meeting at Ludhiana was not given to Baldev Singh trustee. Thirdly, defendants Nos. 1 to 3 had no right to elect new President and Secretary for which there was no agenda. Similarly, they cannot pass resolution for opening bank account. It is also the case of the plaintiff that plaintiffs Nos. 2 and 3 are not removed from Presidentship and Secretary, therefore, the learned Counsel for the plaintiff argued that plaintiffs Nos. 2 and 3 are still President and Secretary. On the other hand, defendants case is that meeting held at Chandigarh is void because meeting is to be held at the Trust Office and without the consent of all the trustees it cannot be held at Chandigarh. Consequently, learned Counsel for the plaintiff argued that Baldev Singh cannot be treated as trustee becase resignation letter of Jaswinder Singh had been forged. Thirdly, he argued that Dr. Attar Singh cannot be treated as present through proxy because trust deed specifically barred proxy when the person is present in India. Learned Counsel for the defendant next argued that suit is not maintainable in the present form and further there is no irreparable loss to the plaintiff as the beneficiaries are the students etc. of the Trust. He also argued that the intention of the creator of the Trust is that the decision should be taken by the trustees in the meetings and majority decisions will be treated as decisions of all. Defendants Nos. 1 to 3 are trustees and they cannot be restrained being co-trustees i.e. co-owners from taking part in the trust affairs.
Learned Counsel for the defenndants also argued that the newly appointed trustees as donor trustees cannot be appointed legally because these are specifically barred by resolution.
From the documents on the record I find that vide letter dated 26-8-1993, Jagdev Singh plaintiff No. 3 as Secretary of the Guru Nanak Education Trust called for the items to be included in the agenda of the meetings. Vide letter dated 30-8-1993 photostat copy of which is placed on the record Balbir Singh, M. S. Grewal and Gurinder Singh Grewal have given nine points to be included in the agenda meeting. It is written in this letter that the items given above may be included in the agenda in the proposed meeting. In case the items are not included in the agenda notice may be taken as a requisition for the trust meeting. The photostat copy of the items of agenda is also placed on the record which is dated 3-9-1993. I have perused the letter dated 30-8-1993 and agenda items. The item regarding condoling the death of Jaswinder Singh is included in the agenda item. Discussion regarding his resignation is also included in the agenda item. Similarly, the proposed agenda item regarding factum of governing council and the matter relating to the appointment of Punjabi lecturers and regarding seminar and use of complex by the outside guests in college etc. regarding meeting dated 8-5-1993 and regarding installation of photo of S. Lakhmi Singh all included in the agenda. Therefore, the requisitioned meeting was to be treated only if these items were not included. Therefore, the meeting held by the defendants at Ludhiana prima facie cannot be treated as requisitioned meeting. Secondly, no notice of this meeting was given to Baldev Singh Trustee President nor there is any document to prove the same as it was necessary to give notice to all the trustees. Further there was no agenda to remove earlier President and Secretary of the Trust and to appoint new one. Similarly, there was no agenda to change the operation of the bank account by other trustees etc. Similarly, I have perused the copy of the resolution passed on 7-9-1993 at Ludhiana. The earlier President and Secretary who are plaintiffs Nos. 2 and 3 are not removed before electing fresh President and Secretary. So from the above discussion it is prima facie clear that defendants Nos. 1 to 4 who held meeting at Ludhiana and passed resolution dated 7-9-1993 have not passed the same in a legal and validly called meeting. It cannot be treated as requisitioned meeting and no notice of this meeting was given to all the trustees" Further the earlier President and Secretary were not removed and there was no agenda to change the operation of bank accounts by other co-trustees."

20. Since the lower appellate Court has ignored the well-established principles of law which govern the exercise of its jurisdiction qua an order passed by the trial Court, the impugned order is liable to be set aside in the exercise of revisional jurisdiction of this Court under Section 115.

21. In addition to the abovementioned legal infirmities with which the impugned order of the learned lower appellate Court suffers, I find that the lower appellate Court has completely misdirected itself in appreciating the controversy raised before it. Apparently, the learned Additional District Judge has lost sight of the fact that the plaintiff-petitioners had challenged the legality of the meeting held at Ludhiana. Instead of concentrating his attention to the defects in the meeting held at Ludhiana, the learned lower appellate Court has directed its attention to the issue of the meeting held at Chandigarh. Thus, the learned Additional District Judge completely ignored the fact that the legality of the meeting held at Chandigarh was not at all in issue and the defects in the meeting held at Chandigarh were inconsequential for deciding the issue regarding the validity of the meeting held at Ludhiana. Indeed, it has not been disputed before this Court that the plaintiffs Nos. 2 and 3 held the office of President and Secretary of the Trust on 26-8-1993 and on 7-9-1993. It is also not in dispute that Secretary of the Trust had written to the trustees to submit agenda items for the next meeting and vide their letter (at page 76 of the record of the trial Court) dated 30-8-93 respondents Nos. 1 to 3 did submit the items to be included in the agenda. No doubt, they did give a veiled threat of requisitioned meeting by saying that if the items were not included in the agenda, their letter should be treated as requisition for a meeting. The learned appellate Court has not at all applied its mind to the contents of the letter dated 30-8-1993 written by the respondents in the context of the agenda. A comparative reading of the letter written by respondents Nos. 1 to 3 to the Secretary of the Trust and the agenda prepared by the Secretary for the meeting of 7-9-1993 shows that the items which the petitioners wanted to be included in the agenda figured in the agenda. Point No. 1 in the letter of the respondents appeared at item No. 1 in the agenda. Point No. 2 appears at item No. 9. Point No. 3 appears at item No. 13. Point No. 4 appears partly at No. 12. Point No. 5 appears at No. 5. Points Nos. 6, 7, 8 and 9 appear at Sr. Nos. 7, 14, 10 and 5 of the agenda. It is, therefore, evident that the condition which the respondents had incorporated in their letter dated 30-8-1993 had been met by the plaintiff-respondent No. 3 while issuing the agenda for the meeting. This being the position, there was no justification legal or otherwise for respondents Nos. 1 to 3 to send telegrams for holding the requisitioned meeting on 7-9-1993 at Ludhiana. While the learned trial Court examined this issue in detail, the learned lower appellate Court has avoided a prima facie finding on this issue by simply observing that the dispute can be resolved after recording evidence. On the issue of prima facie illegality of the resolution passed in the meeting held at Ludhiana also, the lower appellate Court has tried to avoid a prima facie decision. It has altogether overlooked the fact that in the so-called requisitioned meeting held at Ludhiana there was no agenda for removal of the existing office bearers of the Trust or for election of new office bearers. Similarly, there was no agenda relating to the operation of the bank account and that the respondents Nos. 1 to 3 passed three resolutions even without agenda. Therefore, prima facie the resolutions passed in the so-called requisitioned meeting were without any authority. In this regard, it is significant to mention that there exists a specific provision regarding the meetings of the Trust and the manner in which the vacancies are required to be filled. The Trust Deed with appears at pages 52 to 59 of the file of the trial Court contains various provisions. Para III (3) says that the trustees shall exercise their powers and perform their duties as a Committee and except as otherwise provided in the instructions all resolutions are required to be passed by majority of the votes of the trustees in a meeting properly called and held as provided in the rules. Para IV deals with vacancies in the office of the trustees. Sub-paras. (1) and (2) of para. IV read as under :--