PRAMOD CHOPRA Vs. APPAREL EXPORT PROMOTION COUNCIL
HIGH COURT OF DELHI
APPARELS EXPORT PROMOTIONCOUNCIL
Referred Judgements :-
MIRA EXPORT PROMOTION COUNCIL V. G. C. L. JUNEJA
P. C. ARAVINDHAN V. M. A. KESEVAN AND OTHERS
[REFERRED AYRA V. SKELSEYS ADAMANT CEMENT CO LTD.21 TIMES LAW REPORTS 464.WELTON V. SAFFERY,IS97 A.C.]
RADHA SUNDER V. MOHD. JAHADUR RAHIM
MAZDA THEATERS PRIVATE LIMITED VS. NEW BANK OF INDIA LTD
[REFERRED GAINAN AND OTHERS V. NATIONAL ASSOCIATION OF MENTAL HEALTH,1971 CH. D. 317.VINAY KUMAR WABI]
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(1.)The plaintiffs have instituted the present suit for various declarations and injunction. The two reliefs which are now pressed are for declarations that the Election Rules framed by the Executive Committee of the Apparels Export Promotion Council called "The Rules of Election of the Members of Executive Committee of the Council" arc illegal, null and void and of no effect and that Articles II, 33 (in so far as it provides for poll by secret ballot). 38, 40(a) (in so far as it debars the Associate Members or the Institute Members from voting) are void and of no effect.
(2.)Defendant No. 1, Apparels Export Promotion Council (hereinafter referred to as the Council), is a company limited by guarantee, incorporated under the Companies Act, 1956 (hereinafter called the Act) on February 22, 1978 having its registered office at 'Sahyog', 4th Floor, 58 Nehru Place, New Delhi. Since the Council fulfils the conditions laid down in Section 25 of the Act, it has been registered as a Company with limited liability without the addition to its name of the word "limited" and is licensed 'under Section 25 of the Act. The Central Government has issued Notification No. S.O. 1578 published in the Gazette of India on July 8, 1961 directing the exemption of the companies licensed under Section 25 from the provisions of the Act specified therein. Some more exemptions have been added by Notification No. S.O. 2767 dated August, 5 1964. The objects for which the Council is established are given in the Memorandum of Association. It is, inter alia, to promote, advance, increase, develop export of all types of readymade garments excluding wollen knitwear and garments, of leather, jure and hemp; to undertake all export promotion measures including appointment of representatives, agents or correspondents in foreign markets; to con duct propaganda and publicity; to assist members; to establish design centres and to undertake traning of workers and technical personnel etc. The Memorandum of Association also lays down objects incidental or ancilliary to the attainment of main obiects.
(3.)The Articles of Association of the Council provide, inter alia, the membership in Article 3. There are four classes of members:
(1) Ordinary Members (2) Associate Members (3) Government Nominees (4) Institution Members.
Any exporter of garments whether manufacturer exporter or merchant exporter, whether person, firm or society is eligible to become an Ordinary Member provided that his export performance of garments is of Rs. 2 lacs or more in any of the three previous years in the year of his joining. Any person, firm or company or society engaged in the trade, commerce or industry or otherwise interested in the aims and objects of the Council is eligible to become an Associate Member provided that no individual is eligible to become an Associate Member if the firm of which he is a partner or proprietor is already an Associate Member. An Associate Member is not entitled to vote at any meetings of the Council nor he or its representative is eligible for election to any office or to any Committees set up by or within the Council. Officers of the Government who may from time to time be nominated by the Government (or co-opted by the Commilce) are admitted as Government Nominees. Any institution of garment industry which is interested in the manufacture and export of readymade garments can join the Council as Institution Members, but is not entitled to vote at any meeting of the Council nor its representative is eligible for election to any .office or to any Committee set up by or within the Council. Article 38 of the Articles of Association provides that no person other than an Ordinary Member shall be entitled to vote at any meeting of the Council. Article 40(a) says that unless disqualified by any of the provision of these Articles or by the Act, all Members except Associate Members and Institution Members shall be cntitled to vote at every general meeting on a show of hands and upon a poll, every such member present in person and entitled to vote shall have one vote. Article 47-provides for the eligibility. Only members who are Ordinary Members of the Council are eligible to stand for election to the Executive Committee for the subsequent year and/or propose and/or second and/or vote for such election.
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