Bhaskar Bhattacharya, J. - (1.) This appeal is at the instance of a plaintiff in a suit for recovery of unpaid fees and remuneration of a whole-time Director and also for permanent injunction and is directed against the judgment and decree dated 11th August, 2003 passed by the learned Judge, 9th Bench, City Civil Court at Calcutta in Money Suit No. 513 of 1999 thereby holding that the suit was not maintainable before the City Civil Court at Calcutta.
(2.) The appellant filed the aforesaid suit thereby claiming the following relief: (a) A decree for Rs. 78,000/- (Seventy-eight thousand only) against the defendants on account of the fees and remuneration of Rs. 6,500/- per month as unpaid for the period of August, 1998 to July, 1999 as given in Schedule "A" below; (b) A decree for permanent injunction restraining the defendants or their men, agents, servants and/ assigns and/or directions from taking forcible decisions the plaintiff is not legally entitled to get the fees and remuneration totalling of Rs. 78,000/- or any payment thereof as unpaid under the due process of law and from taking decisions towards the plaintiffs activities in the company as sleeping Director and from taking decisions for not allowing the plaintiffs participation in his job of directorship or the plaintiff has no authority to function as directorship or for anyhow ousting the plaintiff from his directorship post and from taking forcible decisions of the share certificates as invalid and cancelled and operating new bank account in Punjab National Bank, Dharmatala Branch at 120, Lenin Sarani, Calcutta without obtaining the plaintiffs signature which is essential in terms of the bye-laws of the company and operating or opening any bank account without written consent of the plaintiff and withdrawing any amount from the bank without obtaining his signature and dealing with anybody or authority regarding financial matters and business affairs of the company without the consent of the plaintiff and/or except by due process of law; (c) Costs of the suit; (d) Interest; (e) Attachment; (f) And pass such other relief or reliefs as this learned Court may deem fit and proper.
(3.) The case made out by the plaintiff in the said suit may be summarized thus: (i) That plaintiff was appointed on 31st May, 1993 as a Director of the defendant No. 1, the Company. On the basis of resolution of the Company on its Board meeting in conformity with Articles of Association, the remuneration of the Directors was fixed at Rs. 6,500/- a month with effect from 31st March, 1998 and the plaintiff received his remuneration as fixed by the Board of Directors till the month of July, 1998 in recognition of the service rendered by him. (ii) The defendant Nos. 2, 3 and 4 with mala fide intention did not pay the remuneration to the plaintiff in terms of the resolution of the Directors from the period of August, 1998 till July, 1999 for his services rendered to the Company and accordingly a sum of Rs. 78,000/- was due towards his fees and remuneration. (iii) The defendant Nos. 2,3 and 4 started implicating the plaintiff in various ways so that the plaintiff did not attend the office of the Company and could not perform the job of the Director and their sole object was to oust the plaintiff from the office of Director of the Company. The plaintiff was served with a notice dated 9th November, 1998 alleging false charges levelled against him and in reply to the said notice, the plaintiff denied all the six false allegations brought against him. (iv) On 16th December, 1998 and 18th January, 1999, the plaintiff wrote two different letters to the defendants requesting them to pay the unpaid remuneration of the plaintiff from the months of August, 1998 to December, 1998 but no action was taken by defendants. (v) On 3rd May, 1999 plaintiff made a demand of justice through his learned advocate to all the defendants claiming dues of the plaintiff including Director's fees from August, 1998 till January, 1999 and complaining various illegal acts and activities of the defendants in respect of the company's business. Again on 20th May, 1999 and 1st June, 1999, plaintiff made two demands of justice through his learned advocate to the defendants relating to the non-payment of dues and for allowing the plaintiff to function as whole-time Director in the Company. (vi) In reply to the above demands of justice, the defendants gave a letter through their learned advocate thereby refusing to settle the dues of the plaintiff and to allow the plaintiff to join on the various allegations made against the plaintiff. (vii) The defendants in contravention of the terms and conditions laid down in Clause 33 of the Article of Association and registration of Special Resolution and Agreements entered into between the plaintiff and the defendants opened new Bank Accounts in Punjab National Bank, Dharmatala Branch and they had withdrawn money from the Bank and stopped the earlier Bank Account in UCO Bank without the consent of the plaintiff and without obtaining his signature. (viii) The defendants had filed no return in respect of the Company's Account in 1998 and no Annual General Meeting was held by the defendants in respect of the Company's affairs. (ix) It appears from the lawyer's notice of the defendants that they threatened to oust the plaintiff and otherwise cause injury to the plaintiff in relation to administrative and financial affairs of the Company in dispute. Hence the suit.;