Chinnappa Reddy, J. - (1.) We have heard Major Murgai in person and Shri F.S. Nariman and Shri Bhatt, learned counsels in these three appeals. Having regard to the course that we have decided to adopt, we do not think it necessary to set out the facts or the several rival submissions and consider the same. Civil Appeal Nos. 77 and 78 of 1980 arise out of a proceeding under sections 397 and 398 of the Companies Act in the Delhi High Court and Civil Appeal No. 873 of 1980 arises out of an order of the Delhi High Court; refusing to direct the payment of remuneration to Major Murgai for the period subsequent to May 23, 1975. The judgment dated November 5, 1979, of the Delhi High Court which is the subject matter of Civil Appeal Nos. 77 and 78 of 1980 was purported to be clarified by a later order. The effect of the judgment as clarified was that the administrator and the interim Board of Directors appointed pursuant to the order of the High Court dated May 23, 1975, were to continue until the next Annual General Meeting when the Company would have an opportunity to elect Directors again and to appoint a Managing Director "in an appropriate and democratic manner" and in accordance with Arts. 17 and 26 of the Articles of Association. It was made Clear that Major Murgai was eligible to be elected as Director or appointed as a Managing Director if the company so desired. As regards the share holding in the company, it was directed that the share holding as then existing was to be taken as correct until duly altered in proceedings under section 155 of the Companies Act or any other appropriate proceedings The' claim of Major Murgai for remuneration under the agreement appointing him as a Managing Director was not considered on the ground that he had filed a suit to recover the same and the suit was pending. An independent application filed by Major Murgai for payment of remuneration was also dismissed on the same ground. Major Murgais principal contention in Civil Appeal No. 77 was that the Division Bench of the Delhi High Court had given finding after finding that the allegations made against him bad not been established and there was, therefore, no justification for not straightway restoring him to his position as Managing Director of the Company and paying him his remuneration. He also urged that the original judgment did purport to restore him to the office of Managing Director, but the clarificatory order purported to remove him and that was clearly in the teeth of the original judgment. On the other hand, Shri Nariman urged that while it was a fact that the respondents did not lead any evidence, all the necessary material was already there before the court in the shape of the reports of the administrator and the books of the company and the Division Bench of the High Court was, therefore, not justified in concluding that the allegations against Major Murgai had not been established without examining the records. He urged that the extent of the share holdings of Major Murgai, his wife and son were in dispute as also those of Major Kaushik and another, amongst those stated to be opposed to Major Murgai. All these matters required further consideration and so, he suggested that the matter should be remitted back to the High Court.
(2.) Having heard Major Murgai and Shri Nariman and Shri Bhatt, we are satisfied that the only satisfactory way of dealing with the matters in controversy is to dismiss Civil Appeal Nos. 77 and 78 of 1980 expressing no opinion on the merits, with a direction' that the petitions under section 155 of the Companies Act stated to be pending before the High Court in regard to this company may be disposed of expeditiously. The High Court is requested to dispose of the petitions before the end of March, 1984. We direct that the interim arrangement made by this court by its orders dated January 14, 1980 and April 16, 1981 shall continue until the next Annual General Meeting of ti e Company which we are told is to be held in June, 1984.
(3.) In regard to the remuneration claimed by Major Murgai, the suit which he filed for recovering the same was subsequently withdrawn by him and in view of the withdrawal of the suit, we do not see how we can possibly award him remuneration in this proceeding. Civil Appeal No. 873 of 1980 is also dismissed.;