1930 (2) TMI 13

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....: "The acts of a director shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification, provided that nothing in this section shall be deemed to give validity to acts done by a director after the appointment of such director has been shown to be invalid." The action in the Court below was dealt with in its perliminary stages by one Judge who was then transferred, and the rest of the case was taken up by his successor. There is no doubt that the second Judge was legally influenced in the view he took of the preliminary point by the opinion expressed by his predecessor. In an order dated 9th April, 1929, the matter was finally dealt with. It recites, inter alia, that by O. XXIX, r. 1, C....

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.... true position. There is no doubt that counsel was stopped in his cross-examination, and 1 am extremely doubtful whether under section 86 this was a proper thing to do. It is to be noted that section 86 is a much stronger section than section 74, English Companies Act. The words "provided nothing in this section shall be deemed to give validity to acts done by a director after the appointment of such director has been shown to be invalid" do not appear in the English section at all. There is no doubt that this proviso was inserted in the Indian Act of 1913, because of two English decisions Bridport Old Brewery Company, In re [1867] 2 Ch. 191; 15 L.T. 643; 15 W.R. 291 and Harlan v. Phillip [1883] 23 Ch. D. 14. These cases, as far as I know, ....

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....arose out of a petition filed by the defendents appellants on 6th March, 1929, whereby they made an addition to their written statement. In para. 4 of that petition they alleged that Sukhdial Behal who had signed the plaint, is not and was not entitled to institute the suit on behalf of the plaintiffs. On this certain further issues were framed of which the first two were: (A)Are there any directors at all who have power to act for the plaintiff company? (B)Was Sukhdial validly appointed to sign and verify the plaint? In his judgment in the case the District Judge dealt with these issues merely by saying that they were disposed of by his order now under consideration. That order, in my opinion, simply begs the question raised in....