Sudhansu Jyoti Mukhopadhaya, J. - (1.) The question involved in this appeal is whether in view of the decision of the Charity Commissioner, Bombay, removing the appellants as trustees under section 22 of the Bombay Public Trusts Act, 1950 (hereinafter referred to as BPT Act, 1950) the petition preferred by the appellants under sections 397 and 398 of the Companies Act, 1956, against alleged removal as directors of the company can be held to be "res judicata pro veritate accipitur". The relevant facts of the case for disposal of the appeal are as follows: The first respondent-company was incorporated on January 7, 1929, limited by guarantee and not having share capital under section 26 of the Indian Companies Act, 1913. According to the respondents they are registered as a company under section 25 of the Companies Act, 1956. The first respondent-company is an association formed as limited company for promoting Christian religion in India and under the provisions of the said Act, is also a public charitable trust registered under the provisions of the Bombay Public Trusts Act, 1950, bearing Registration No. E-923 (Bom). The first respondent-company is involved in charitable activities and is a trust registered with the Charity Commissioner. It appears that in compliance with the provisions of the Companies Act, 1956 and articles of association of the company, the annual general meeting of the company is held every year and the office bearers/directors are elected every year after holding elections; annual report along with audited accounts is filed by the company with the Registrar of Companies, Income-tax authorities and Charity Commissioner, Bombay. Based on the result of the election held, the names of duly elected office bearers/directors are entered in the record of Registrar of Companies and records of Charity Commissioner, Bombay and based on the charge report, Schedule 3 of the articles of association of the company is amended from time to time showing the names of directors/office bearers of the company.
(2.) Further, before the Tribunal, case of the appellants was that the persons elected as directors of the first respondent-company are nominated as trustees. No separate election is conducted for elected trustees for public companies.
(3.) It appears that the first appellant was arrested. After his arrest a notice dated January 15, 2010 was issued for a special requisition meeting of the board of directors/trustees calling for review of the situation arising out of filing of T.R. No. 104 of 2009 leading to the arrest of the first appellant.;