Decided on October 21,1967



- (1.)THESE three appeals arise from three different decisions of the Official Liquidator dated September 3, 1966 in respect of the proof of the claims preferred by the appellants before him during the course of the winding up of the Bharatpur Oil mills (Private) Limited. As common question of fact and law arise in all these three appeals, they have been heard together at the instance of the learned counsel for the parties and will be disposed of by this common judgment.
(2.)THE three appellants Radhey Shyam, Raghunath Prasad and Ramesh Chandra were three out of the four directors of the Company which, it is admitted, was registered under the Indian Companies Act of 1913 (hereinafter referred to as the act of 1913) as a private limited company. It is admitted that the Company was not a subsidiary of a public company. The Company adopted the regulations contained in Table A of the First Schedule to the Act of 1913 subject to certain regulations which were specified in the articles of association. Regulation No. 8 is important and it runs as follows:--
"8. The management of the Company shall be entirely in the hands of its directors who may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the Company as they think fit and shall discharge all their responsibilities and exercise all their powers and privileges through their representatives appointed amongst themselves or from outside upon such terms and conditions, subject to such powers and privileges and for such period as they may determine. The business of the concern shall be managed by the Board of directors in majority "

(3.)THREE resolutions were passed by the Company in respect of the remuneration or maintenance of its directors. The first of these was the resolution dated June 22, 1952 by which the directors took the decision that each director shall receive rs. 250/- a month plus 2 1/2 per cent out of the net profits as his remuneration" for managing the Company and that, apart from this, the "maintenance charges of the directors residing at the Mills" shall be borne by the Company and that each direct for shall receive Rs. 10/- per attendance" in the board of directors' meeting. This was followed by a resolution of the Board of directors dated May 20, 1957 to the effect that for the purpose of giving a better form to the business of the company, it was necessary that the four directors should devote more time to its affair' and that the directors who worked in the Mill would receive a sum of Rs. 400 per mensem for their daily expenses from the Mill. The third relevant resolution is dated September 12, 1958 and it provided that the directors were unanimously of the opinion that the amount of ''remuneration which had already been determined for them should be kept as it was, but that only those directors would be entitled to receive the remuneration" who worked for the mill by living in the premises, or from outside.

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