RICHARD B T II CHOW Vs. JAMES CHOW WAKIN
LAWS(CAL)-1970-9-28
HIGH COURT OF CALCUTTA
Decided on September 14,1970

RICHARD B T II CHOW Appellant
VERSUS
JAMES CHOW WAKIN Respondents

JUDGEMENT

- (1.) THE respondents instituted a suit in this Court being Suit No. 2291 of 1969 for a declaration that the respondent No. 1 was at all material times and still is the Managing director of the respondent No. 2, a perpetual injunction restraining the appellants, their servants and agents, from interfering with the first respondent's function as Managing Director and or intermeddling with the affairs of the first respondent's function as such Managing Director. A declaration that the appellants Nos. 2 and 3 have never been validly elected Directors of the second respondent or alternatively they have vacated their office and or ceased to be Directors of the second respondent, an injunction restraining the first and the second appellants from usurping the functions as Directors of the second respondent and for other reliefs.
(2.) THE second respondent is a private company incorporated under the Indian Companies Act 1913. Its objects are to carry on the business of carpentry, body-building of motor trucks and buses and other similar works. It is hereafter referred to as the company. Its Articles provide inter alia that the number of Directors shall not be less than two and more than seven, that four persons namely James Chow Wak'n (respondent No 1), John Chow Wachund (appellant No 3 and two other persons namely Chau Wa-Foon and Chau Wa- Hon shall be the first Directors of the company and shall hold office till they desire to do so, that the Directors may co-opt one or more Directors but not exceeding two as additional directors for such terms and conditions as they think fit, that the Directors shall appoint one of them to the office of the Managing Director on such terms and conditions as they think fit, and various other matters, to wh'ch it is not necessary to refer for the purpose of this appeal. According to the case made out in the plaint the first respondent, the third appellant and the said Chau Wa-Foon and Chau Wa-Hon were the Directors of the company prior to 1964. In December 1964, the said Chau Wa-Foon and Chau Wa-Hon together with another person migrated to Canada. Prior to their departure for Canada, they resigned the directorship of the Company, and entered into an agreement with the respondent No. 1 for sale of their shares of the Company.
(3.) ON June 21, 1965, the Board of directors of the Company appointed the first and the second appellants as Directors of the Company, to fill up the vacancies caused by the resignation of the said two Directors. Since then the first and the second appellants have been acting as Directors of the Company.;


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