TaxTMI 
TaxTMI 
1973 (8) TMI 89
X X X X Extracts X X X X
X X X X Extracts X X X X
....th arising from Suit No. 282 of 1954 instituted by the plaintiff-appellant for a declaration that he continued to be the general manager of the fire insurance company in question and that the purported termination of his services was inoperative, and claiming a sum of Rs. 37,352.30 from the defendant on account of his arrears of pay, etc., or in the alternative, for a sum of Rs. 1,63,820 as money due to hint by way of bonus, gratuity, etc., as detailed in the plaint. The respondent-company had filed a suit against the appellant for the recovery of Rs. 1,10,000 being Suit No. 306 of 1954 in which the company was granted a decree for Rs. 5,759-9-6 with proportionate costs. First Appeal No. 88-D of 1956 before the High Court was the appeal ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ecover the sum already mentioned from the respondent. In the alternative, the appellant claimed, among other things, 18 months' salary as due to him on the basis that he was entitled to 18 months' notice before terminating his services. In the written statement, the respondent-company contended that the chairman validly terminated the services of the appellant on December 17, 1953, in pursuance of a resolution passed by the board of directors on the 16th, and that, subsequently, that resolution and the action of the chairman terminating the services had been confirmed by a meeting of the board of directors held on December 23, 1953, and, therefore, the services of the appellant were validly terminated. The respondent-company also contend....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he appellant were not validly terminated and, therefore, he was entitled to a declaration that he continued to be the general manager of the company and to claim the mount specified in the plaint; and (2) that, in any event, the appellant was entitled to 12 months' notice before his services were terminated and as only one month's notice was given, he was entitled to 11 months' pay in addition to what was awarded under this head. An regards the first point, it was said that the meeting of the board of directors dated December 16, 1953, was not properly convened for the reason that notice of the meeting was not given to all the directors. The trial court found that one of the directors, viz., Mr. B. P. Khaitan, was not given notice of the....
X X X X Extracts X X X X
X X X X Extracts X X X X
....onvened unless due notice has been given to all the directors, and the business put through at a meeting not duly convened is invalid. To put it in other words, as the meeting of the board of directors held on December 16, 1953, was invalid, so the resolution to terminate the services of the plaintiff was inoperative. Then the question for consideration is, what is the effect of the confirmation of the minutes of the meeting of the board of directors held on December 16, 1953, and the action of the chairman in terminating the services of the appellant by his telegram and letter dated December 17,1953, in pursuance of the invalid resolution of the board of directors to terminate his services, in the meeting of the board of directors he....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e board of directors to ratify that action which, though unauthorized, was done on behalf of the company. Ratification would always relate back to the date of the act ratified and so it must be held that the services of the appellant were validly terminated on Decenv ber 17, 1953. The appellant was not entitled to the declaration prayed for by him and the trial court as well as the High Court was right in dismissing the claim. The second point for consideration is whether the appellant was entitled to 18 months' notice before his services were terminated as, claimed by him. The trial court found that the rules of the company, viz., exhibits D-3 and D-4, were binding on the appellant and that rule 6 of exhibit D-3 which provides for one m....