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1. This is an appeal by a public company, the Asansol Electric Supply Company Ltd. and its four Directors against a judgment and decree of affirmance. The plaintiff Chunilal Das, as an employee of the company instituted a suit inter alia for a declaration that certain resolutions purported to have been passed by the Board of Directors of the Company as also by its shareholders were illegal, void, inoperative and not binding on the plaintiff and also for some other reliefs. The plaintiff's case in short is that he was firstly appointed a Manager of the Company which appointment was confirmed by a special resolution passed at its General Meeting held on September 25, 1957 of the shareholders of the company, the plaintiff's designation was however changed from Manager to Supervisor, and, the remuneration fixed was Rs. 750/- per month with effect from January, 1958 and of annual increment of Rupees 10/- and dearness allowance of Rs. 180/-per month unless otherwise determined by the Board, It may be mentioned here that the plaintiff is a relative of the Defendant No, 2, the Managing Director of the Company and accordingly shareholders approval was considered necessary in view of Section 314 of the Companies Act, 1956. By another resolution dated April 24. 1963 passed by the Board of Directors of the Company, the post of Supervisor was abolished with effect from May 1, 1963 and the plaintiff was appointed Store-in-Charge on the same pay and allowances. While he was engaged in the said office, a notice was issued on July 5, 1963 by the Board for a proposed extra ordinary general meeting of the company to be held on July 29, 1963 to consider and if thought fit to pass the resolution appended thereto, with or without modification, as a special resolution, also in view of Section 314 of the Act. In the said proposed resolution it was stated that the plaintiff was to be appointed a Store-in-Charge with effect from May 1, 1963 at a basic salary of Rs. 810/- per month. It appears that on that date a meeting of the shareholders was held when the plaintiff objected to the defendant No. 2 being in the chair which objection was overruled. The resolution which was notified to be proposed at the meeting by the notice of July 5, 1963 was neither placed nor moved and accordingly not passed at the said meeting. On the contrary a resolution was passed to the effect that the plaintiff was not to be appointed Store-in-Charge with effect from May 1, 1963 and further that the plaintiff had ceased to hold office as a Store-in-Charge with effect from the said date. On the same day, the defendant No. 2 informed the plaintiff by a letter that the plaintiff's service had been terminated with effect from May 1, 1963.

Hence, you are hereby directed to take charge of the above on and from 1-5-1963. 

 

Yours  faithfully,
 

Ex. 2/h.          For The Asansol Electric 

Supply  Co.   Ltd.  

 Sd/- Sanatan Daw,  

Managing  Director.

8. The next document is a notice of July 5, 1963 and the extracts from the said notice are as follows:

Notice is hereby given that an extra ordinary general meeting of the members of the company will be held on Monday the 29th day of July 1963 at the registered office of the company at Asansol at 3 P. M. to consider and if thought fit to pass the following resolution with or without modification as special resolution as required under Section 314 of the Companies Act, 1956.

Asansol.

Dated the 5th July 1963. 

 

 By   order   of  the   Board, 
 
Ex. 1/f       For the Asansol Electric  
 

 Supply Co. Ltd.,  

Sd/- Sanatan Daw, 
 Managing Director.

9. The minutes of the proceeding of the extra ordinary general meeting held on 29-7-1963 are to the following effect:--

Sri Joy Deb Daw proposes the name of Sri Sanatan Daw as Chairman, Sri Bijoy Daw seconded the proposal.
Sri Sanatan Daw was voted to the Chair.
The notice convening the meeting was read.
With a vote of thanks to the Chair the meeting terminated. Ext. 2/j.

10. The last document which is a letter dt. July 29, 1963 by the company to the plaintiff is as follows: No. 396/64.

Asansol 29th July 1963.

Sri Chunnilal Daw.

Asansol.

Dear Sir, As your appointment as store-In-charge has not been passed in the extra ordinary general meeting held on 29-7-1963, your service has been terminated with effect from 1-5-1963.

You are therefore informed to have your dues on 6-8-1963.