{"id":146713,"date":"2003-12-31T00:00:00","date_gmt":"2003-12-30T18:30:00","guid":{"rendered":"https:\/\/www.legalindia.com\/judgments\/p-natarajan-vs-central-government-on-31-december-2003"},"modified":"2016-06-13T12:54:19","modified_gmt":"2016-06-13T07:24:19","slug":"p-natarajan-vs-central-government-on-31-december-2003","status":"publish","type":"post","link":"https:\/\/www.legalindia.com\/judgments\/p-natarajan-vs-central-government-on-31-december-2003","title":{"rendered":"P.Natarajan vs Central Government on 31 December, 2003"},"content":{"rendered":"
Madras High Court<\/div>\n
P.Natarajan vs Central Government on 31 December, 2003<\/div>\n
       \n\n  \n\n  \n\n \n \n In the High Court of Judicature at Madras\n\nDated: 31\/12\/2003\n\nCoram\n\nThe Honourable Mr.Justice R.Jayasimha Babu\nand\nThe Honourable Mr.Justice S.R.Singharavelu\n\nCivil Miscellaneous Appeal No.3379 of 2003\n\n\nP.Natarajan                                    ...     Appellant\n\n-Vs-\n\n1. Central Government, represented\n     by it's Secretary to Government,\n   Department of Company Affairs,\n   Shastry Bhavan, Haddows Road,\n   Chennai.\n\n2. M\/s.Tamilnadu Mercantile Bank Ltd.,\n     having its Registered office at\n     No.57, Victoria Extension Road,\n   Tuticorin 628 006.\n\n3. The Chairman,\n   M\/s. Tamilnadu Mercantile Bank Ltd.,\n     having its Registered Office at\n     No.57, Victoria Extension Road,\n   Tuticorin 628 006.\n\n4. Reserve Bank of India,\n   Central World Trade Centre,\n   Cuffe Parade, Colaba, Bombay.\n\n5. S.Kanagasabapathy\n\n6.Sathiya Seelan\n\n7. D.V.A.Manoharan\n\n8. S. Manoharan\n\n9. S.Selvarathinam\n\n10.M.G.M.Maran\n\n11.T.R.Tamilarasu\n\n12.G.Kathiresan\n\n13.B.Ramachandra Adityan\n\n14.Tamilnadu Mercantile Bank\n    Shareholders Welfare Association,\n    represented by its Secretary\n    Shri M.P.T. Muthuraj\n\n15. Tamilnadu Mercantile Bank\n      Shareholders Welfare Association,\n      represented by its Secretary\n      Shri M.Soundarapandian\n\n16. Nadar Mahajana Share Investors Forum\n\n17. S.Ashok                                    ...      Respondents\n\n\n        Appeal  under  Section  10-F  of  the  Companies Act against the order\npassed in C.A.  No.141 of 2003 in C.P.  No.15 of 2003 (APS) by the  Additional\nPrincipal Bench, Company Law Board dated 19th December 2003.\n\n!For Appellant :  Mr.R.Thiagarajan,\n                Senior Counsel, assisted\n                by AR.L.Sundaresan\n\n^For Respondent 1 :  Mr.M.T.Arunan, ACGSC\n\nFor Respondents 2 & 3:  Mr.A.L.Somayaji,\n                Senior Counsel for\n                Mr.R.Sankarasubramanian\n\nFor Respondent 4 :  Mr.V.T.Gopalan,\n                Additional Solicitor General\n                assisted by\n                Mr.K.Renganatha Reddy, for\n                M\/s.  King and Patridge\n\n\nFor Respondents 5 & 12:  Mr.P.S.Raman\n\nFor Respondent 13 :  Mr.Aravind Pandiyan\n\nFor Respondent 17 :  Mr.Murari\n\n\n:JUDGMENT\n<\/pre>\n
(Delivered by R.Jayasimha Babu, J.)<\/p>\n
In this appeal one of the additional directors of the  Tamil  Nadu  Mercantile
\nBank  Limited  has challenged the ex parte directions given by the Company Law
\nBoard that the Board of Directors  of  the  Company  be  superseded  with  the
\nfurther  direction  that a committee comprising of the three nominee directors
\nof the Reserve Bank of India, one of whom is the Chairman, and the  two  other
\nDirectors  nominated by the Central Government, function as the Board till the
\napplication  that  was  filed  by  the  Central  Government  before  it,   for
\nsuperseding the Board is finally decided.\n<\/p>\n
2.  Certain other directions also have been given in that order with regard to
\nthe  holding  of  the  Annual  General  Meeting which has been deferred by the
\nCompany Law Board in order that the share certificates may  be  despatched  to
\nthe  persons  entitled  thereto, as the number of such transfers is large, and
\nthe Investors Forum which had organised and effected purchase of about  thirty
\nfor  percent  of  the  issued  shares and which had been allowed to assist the
\nBoard in this regard has not yet been able to complete it’s work.\n<\/p>\n
3.  A group led by a non resident Indian had purchased about sixty  seven  per
\ncent of  the  paid  up capital some time prior to the year 1996.  However, the
\nshares were not transferred in favour of the purchaser, the  Reserve  Bank  of
\nIndia whose consent for transfer was required under the Banking Regulation Act
\nhaving  declined  to  grant  approval for the transfer, on the ground that the
\npurchaser was an industrial house.\n<\/p>\n
4.  Subsequently, that group is said to have transferred about thirty four per
\ncent of the paid up capital to the members of the Investors  Forum,  which  is
\nsaid  to  represent  over  25,000  investors belonging to the Nadar community,
\nwhich community it is said by counsel, regards this  bank  as  their  own  and
\nmeant for  them.  The balance thirty three per cent, we are informed, has been
\ntransferred by the NRI purchaser to four investment companies belonging  to  a
\ngroup known  as  Sterling  Group.  As each of the companies has purchased more
\nthan five percent of the paid up capital, transfer in their favour has not yet
\nbeen effected as the RBI is yet to give it’s approval for the transfer.\n<\/p>\n
5.  The Board of Directors comprises of 15 Directors.    Three  including  the
\nChairman are  nominees  of  the  RBI.   Two have been nominated by the Central
\nGovernment pursuant to direction given earlier by the Company Law Board.   The
\nother  ten Directors are persons who had not been elected by the General Body,
\nbut had been co-opted to the Board.  Such co-option in case of many  of  these
\nDirectors was  by  persons  who  had  themselves  been co-opted.  This Banking
\ncompany has not held it’s Annual General  Meetings  for  over  seven  yea  rs.
\nThese Additional Directors assert a right to remain on the Board despite their
\nadmitted failure to convene and hold the Annual General Meetings.\n<\/p>\n
6.   Having  regard  to  the unsatisfactory state of affairs of this Bank, the
\nCentral Government approached the Company Law Board initially with a  petition
\nunder  Section 408, which was subsequently amended into one under Sections 397
\nand 398, seeking suitable directions with regard  to  the  management  of  the
\naffairs of  this  Bank.   One of the prayers is that the Central Government be
\ngiven power to nominate the majority of the Directors  on  the  Board  of  the
\nBank.\n<\/p>\n
7.    After   the   Central  Government  had  amended  the  petition,  further
\ndevelopments, wholly unanticipated, took place which, having been  brought  to
\nthe  notice  of  the  Company  Law Board, it was prompted to make the ex parte
\norder superseding the Board of Directors.\n<\/p>\n
8.  On 25th November 2003, at a Board Meeting the additional directors  passed
\na  resolution  removing,  the  resolution  having  been  later modified as one
\nseeking the removal of the Chairman who had been nominated by the Reserve Bank
\nof India.  The Reserve Bank of India did  not  agree  to  such  removal  being
\neffected.   Thereafter  a  suit  was  filed  to  restrain  the  Chairman  from
\nfunctioning as Chairman.  An interim order was also secured which  had  to  be
\nchallenged before this Court and this Court suspended that interim order.  The
\nChairman  who was nominated by the Reserve Bank of India now is functioning as
\nthe Chairman of the Board.\n<\/p>\n
9.  The Chairman in his affidavit filed in this Court has  narrated  the  high
\nhanded  conduct  of  these  additional  directors, who having been thwarted in
\ntheir cozy arrangements of utilising the Bank’s funds for  their  business  by
\nobtaining  liberal  foreign currency loans at low rates of interest, had after
\npassing the resolution for the removal of the Chairman deprived him of all the
\nfacilities that he was entitled to have as Chairman,  and  had  prevented  him
\nfrom discharging  his  duties  as Chairman.  He is a formal General Manager of
\nanother scheduled Bank.\n<\/p>\n
10.  This conduct on the part of the additional directors in  trying  to  rest
\ncontrol  of  the  Board for themselves and the manner in which they went about
\ndoing it by ousting the Chairman who had been appointed by the Reserve Bank of
\nIndia in the public interest provoked the Central Government to apply  to  the
\nCompany Law  Board,  inter  alia,  seeking the supercession of the Board.  The
\nCompany Law Board which took up the application for hearing immediately  after
\nit  was  filed  was  of  the view that the developments brought to it’s notice
\nwarranted an ex parte supercession pending consideration  of  the  application
\nthat had been filed by the Central Government.\n<\/p>\n
11.   The  legality  of that direction has been challenged before us by one of
\nthe additional  directors,  the  other  additional  directors  supporting  him
\nthrough their counsel.\n<\/p>\n
12.   Additional  Directors  are  appointed under Section 260 of the Companies
\nAct, which, inter alia, provides that additional Directors shall  hold  office
\nonly  ‘upto  the  date  of  the  next  Annual General Meeting’ of the Company.
\nSection 166 of the Companies Act which deals with the Annual  General  Meeting
\nprovides  that  every company shall in each year hold in addition to any other<\/p>\n
meetings, a general meeting as its annual general meeting.  It  also  provides
\nthat not more than fifteen months shall elapse between the date of one general
\nmeeting of a company and that of the next.\n<\/p>\n
13.   In  this  case, admittedly the last annual general meeting was held some
\ntime in the year 1996 and no annual general meeting has been held  thereafter.
\nIt is the stand of some of the additional directors before us that they have a
\nright  to  remain  in office as Directors, until such time as a annual general
\nmeeting is, in fact, held.  This claim is  not  one  which  can  be  accepted.
\nSection  260  was not meant to enable persons to become directors of a company
\nwithout having to obtain the support  of  the  general  body  and  thereafter,
\nremain  on  the  Board  for  years  together by not holding the annual general
\nmeeting.\n<\/p>\n
14.  The provision for an additional director is one which is meant to  enable
\nthe  companies  to have the benefit of the services of a person, who otherwise
\nis suitable for serving on the Board, and  whose  presence  in  the  Board  is
\ndesirable  in  the interests of the company till upto the time the next annual
\ngeneral meeting is held.  That provision is not meant to enable the company to
\nkeep on its Board a person as additional director for an indefinite period  of
\ntime by  not  holding  the  annual  general  meeting.  Section 260 of the Act,
\ntherefore, must necessarily  be  read  with  Section  166  of  the  Act  which
\nstipulates  that  the  annual  general meeting be held every year and not more
\nthan fifteen months shall elapse  between  the  date  of  one  annual  general
\nmeeting and the next.\n<\/p>\n
15.   A  Division  Bench  of  this  Court  comprising of Rajamannar, C.J., and
\nVenkatarama Aiyar, J., as he then was in the case of A.  Ananthalakshmi  Ammal
\nvs.  The Indian Trade and Investments Ltd.  Reported<\/a> in AIR 1 953 Mad 467 with
\nVenkatarama  Aiyar,  speaking  for  the  Bench,  after a review of the English
\ncases, held that directors of a company who are due to  retire  at  an  annual
\ngeneral  meeting  vacate  their  office  on  the last date on which the annual
\ngeneral meeting should have been held though the meeting in fact was not held.\n<\/p>\n
16.  The Bombay High Court in the case of Krishna Prasad Pilani  vs.    Colaba
\nLand &  Mills,  Jwaladutt Co.  Ltd., AIR 1960 Bom 312, a case which was argued
\nby a galaxy of Company lawyers, considered the question as to whether the  the
\nelected  Directors  can continue after the expiry of the statutory period laid
\ndown for calling of the Annual General Meeting, and held that “we find  little
\ndifficulty  in  reaching  the conclusion that a Director vacates his office at
\nthe latest on the last day on which an Annual General Meeting could have  been
\ncalled as required by Section 166”.\n<\/p>\n
17.  The Court also considered in that case the tenure of Additional Directors
\nand held that all directors – whether elected or co-opted vacate office on the
\nlast  date  on  which the Annual General Meeting should have been called under
\nSection 166.  The Court rejected the contention that despite the breach on the
\npart of the directors of their statutory duty to  call  for  AGM,  they  would
\nstill continue to be Directors till the AGM is in fact held.\n<\/p>\n
18.     In  reaching the conclusion it did, the Bombay High Court followed the
\ndecision of a Division Bench of this Court in the case of Ananthalakshmi Ammal
\nvs.  Indian Trades & Investments Ltd., AIR<\/a> 1953 Mad 467 .\n<\/p>\n
19.  All the additional directors, therefore are persons who have no right  to
\nremain  on the Board as Directors as their term came to an end long ago on the
\ndate on which the annual general meeting for different years should have  been
\nheld.   Their failure to hold the meeting cannot be taken advantage of by them
\nto hang on to the position of Directors indefinitely.\n<\/p>\n
20.  It was submitted by counsel that under Section 167 the Central Government
\nhas power to call for an annual general meeting  and  that  an  attempt  by  a
\nshareholder  was  in  fact  made  to  have  such  a meeting called but without
\nsuccess.  We have not been shown the orders of the Central Government  or  the
\nrecord in relation to that alleged attempt.\n<\/p>\n
21.   The  fact that the Central Government has the power to convene a meeting
\nis however evident from a perusal of section 167.   The  additional  directors
\nwho  were  on  the  Board  had  obviously made no attempt whatsoever to invoke
\nSection 167 if they were of the view that  there  were  impediments  to  their
\nbeing able to call a meeting and that it was necessary to apply to the Central
\nGovernment for  having  such  a  meeting  called  and  held.    The additional
\ndirectors cannot take advantage of their own acts of omission in this regard.\n<\/p>\n
22.  All these ten additional directors had vacated their office of  Directors
\nlong ago  and  cannot assert any right to remain on the Board.  The ‘de facto’
\ndoctrine will save the decisions taken, when they acted as  Directors  despite
\ntheir having  in  law  vacated  their  office.  That, however, does not clothe
\nthese persons with any right to remain in office ‘de jure’.\n<\/p>\n
23.  We, therefore, do not find any illegality in the directions issued by the
\nCompany  Law  Board  superseding  the  Board  which  comprised  of  additional
\ndirectors  and in it’s place empowering the nominee directors whose tenure was
\nnot dependent upon and was  not  for  any  specified  period  to  function  as
\nDirectors, the Chairman also being a nominee of the Reserve Bank of India.\n<\/p>\n
24.   This  arrangement  however can only for a limited period till the annual
\ngeneral meeting is held.  The annual general meeting which has not  been  held
\nfor several  years  must  now be held with utmost expedition.  The Company Law
\nBoard  has  already  directed  that  the  process  of  distribution  of  share
\ncertificates  to  the  members  of the investors Forum be completed before the
\n25th January 2004, that the Members Register close as on that date,  and  that
\nnotice  of  the  AGM  be  sent  to those whose names appear in the Register of
\nMembers on that date.\n<\/p>\n
25.  We must however take note of the Reserve Bank of India’s failure  to  act
\nwith  a  sense of urgency with regard to application said to have been sent to
\nit some time in October 2003 with regard to the transfer  of  shares  to  four
\ninvestment companies  belonging to the Sterling group.  The transfer of shares
\nin their favour has already been, we  are  told,  approved  by  the  Board  of
\nDirectors  of  this  company, subject to the Reserve Bank of India giving it’s
\napproval.\n<\/p>\n
26.  Learned Additional Solicitor General who appeared for the Reserve Bank of
\nIndia assured us that the Reserve Bank will definitely  take  a  decision  and
\ncommunicate the same to the company within a period of two weeks from today.\n<\/p>\n
27.   We  direct  the Reserve Bank of India to complete the process within two
\nweeks from today so that thereafter,  in  the  event  of  the  transfer  being
\napproved, notice of the AGM can be sent to the purchasers after bringing their
\nnames  on  record  in  the Register of Members, and in the event of permission
\nbeing refused, notice of the meeting can be sent to  persons  in  whose  names
\nthose shares presently stand in the Register of Members.\n<\/p>\n
28.   The  Company Law Board shall fix the date for holding the annual general
\nmeeting after giving sufficient time for  the  despatch  of  notice  and  that
\nmeeting  shall  as far as possible be held before the end of February 2004 and
\nin any event not later than 15th March 2004.\n<\/p>\n
29.  The Committee now constituted by the Company Law Board under the impugned
\norder shall only take decisions with regard  to  day  today  matters  and  the
\nnormal functioning of the bank and shall not embark upon any new major project
\nor  take any major decision affecting the future of the bank, as the directors
\nto be elected by the general body should have the  opportunity  to  deal  with
\nthose matters after the annual general meeting is held.\n<\/p>\n
30.   We make it clear that the Company Law Board may proceed with the hearing
\nof  the  application  filed  by  the  Central  Government  after  the  counter
\naffidavits of the respondents to that application are filed before it and make
\nappropriate orders thereon.\n<\/p>\n
31.  This appeal is dismissed.\n<\/p>\n
Index :  Yes
\nWeb :  Yes<\/p>\n
gp\/mf<\/p>\n","protected":false},"excerpt":{"rendered":"
Madras High Court P.Natarajan vs Central Government on 31 December, 2003 In the High Court of Judicature at Madras Dated: 31\/12\/2003 Coram The Honourable Mr.Justice R.Jayasimha Babu and The Honourable Mr.Justice S.R.Singharavelu Civil Miscellaneous Appeal No.3379 of 2003 P.Natarajan … Appellant -Vs- 1. Central Government, represented by it’s Secretary to Government, Department of Company Affairs, […]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_lmt_disableupdate":"","_lmt_disable":"","_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[8,13],"tags":[],"class_list":["post-146713","post","type-post","status-publish","format-standard","hentry","category-high-court","category-madras-high-court"],"yoast_head":"\nP.Natarajan vs Central Government on 31 December, 2003 - Free Judgements of Supreme Court & High Court | Legal India<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/www.legalindia.com\/judgments\/p-natarajan-vs-central-government-on-31-december-2003\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"P.Natarajan vs Central Government on 31 December, 2003 - 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