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Gopal Narayan Kulkarni Vs. Sanmukhappa Ningappa Angadi - Court Judgment

LegalCrystal Citation
SubjectCivil
CourtMumbai
Decided On
Case NumberSecond Appeal No. 212 of 1927
Judge
Reported inAIR1927Bom603; (1927)29BOMLR1325
AppellantGopal Narayan Kulkarni
RespondentSanmukhappa Ningappa Angadi
DispositionAppeal dismissed
Excerpt:
bombay local boards act (bom. act vi of 1923), sections 35(2)(b), 27-meeting of the board-notice convening meeting-notice sent by post to members-non-receipt of notice by one member-meeting for electing new president-dissolution of meeting by the retiring president for want of notice to one member-some members leaving the meeting-election of chaiman by remaining members-election of new president at the meeting-proceedings regular.;a new district local board consisting of twenty-four members was elected under the bombay local boards act 1923, for the belgaum district, for a period of three years beginning from may 1, 1926. under section 27 of the act, the president of the retiring board called a meeting of the new board on may 26, for the election of new president. notice convening the..........chairman, shall be deemed to be invalid by reason only of some defect in the appointment of such board, president, vice-president, chairman, or member, or on the ground that they, or any of them, were disqualified for the office of member, or that formal notice of the intention to hold a meeting of the board was not duly given, or for any other such mere informality.' section 63 provides that 'the service of every notice, and the presentation of every bill under this act, on any person or to any person to whom it is by name addressed shall, in all cases not otherwise specially provided for in this act, be effected' in the manner therein mentioned.4. our view of the construction of the act is that section 63 does not apply here because the service of notice for meetings of the board is.....
Judgment:

Amberson Marten, Kt., C.J.

1. In this second appeal the questions for our consideration are whether a notice of the meeting was 'circulated' to the members within the meaning of Section 35(2)(b) of the Bombay Local Boards Act, 1923, and whether the meeting was validly convened. Secondly, if so, whether the retiring President had power to dissolve the meeting, and, thirdly, whether the fact that seven members left after he had pronounced the meeting dissolved affected the subsequent proceedings in which a new Chairman was elected, and then a President for the ensuing three years elected,

2. Now, we are bound in second appeal by the facts as found by the lower appellate Court, and those facts are that a notice convening the meeting was sent by post to all the members of the board: and that it was received by all except the one member in question, via., Mr. Majli, but it was delivered at the latter's house, though in fact he did not receive it. On this I would only say that the learned Judge has not expressly directed his attention to Section 114 of the Indian Evidence Act, illus. (f), whereunder a presumption would arise that the common course of business was followed in this particular case, and that as the letter was delivered at Mr. Majli's house, he would, in the ordinary course, have received it. But it is unnecessary to pursue that point, We will accept the learned Judge's view that, although the letter was delivered at his house, he in fact never received it.

3. I, accordingly, turn to the construction of the material sections of the Act, to which I will shortly refer. Section 27 provides that a meeting for the election of a now president shall be called by the president of the retiring board. The president of the retiring board shall preside at such meeting and the new board shall then elect its own chairman for that meeting and then the meeting shall proceed to elect the new president. Next, Section 85(2)(b) provides that twenty-one clear days' notice of a quarterly meeting and fourteen clear days' notice of a special meeting, specifying certain matters shall be 'circulated' to the members and posted up at the local board office. Such notice shall include in the case of a special meeting any motion or proposition mentioned in any written request made for such meeting. Then (c) provides for a quorum and for an adjournment by the president in the absence of a quorum :(f) That all questions are to be decided by a majority of votes of the members present: (h) That any quarterly meeting may, with the consent of a majority of the members present, be adjourned from time to time : and (4) That 'no act of a board, or of any person acting as a member or as a president, vice-president, or chairman, shall be deemed to be invalid by reason only of some defect in the appointment of such board, president, vice-president, chairman, or member, or on the ground that they, or any of them, were disqualified for the office of member, or that formal notice of the intention to hold a meeting of the board was not duly given, or for any other such mere informality.' Section 63 provides that 'the service of every notice, and the presentation of every bill under this Act, on any person or to any person to whom it is by name addressed shall, in all cases not otherwise specially provided for in this Act, be effected' in the manner therein mentioned.

4. Our view of the construction of the Act is that Section 63 does not apply here because the service of notice for meetings of the board is 'otherwise specially provided for' in this Act, viz., under Section 35(2)(b).

5. Next, turning to that last-mentioned section, the view we take of the word 'circulated' is that it is sufficient for the board to circulate notices of a meeting by post, and that it is not essential that a notice should be served personally on every member. Incidentally as the members of this board live in many cases at big distances from each other, it would be essential, according to the contention of the appellant, that a peon should be sent round this large district over many miles in order to serve each member of the board personally and separately. The legislation might have provided for that, but in our opinion it has not done so, and in fact service by post has been hereto the recognised means by which this body has given notice to its members of the meetings. In our view that is in accordance with the true construction of the Act.

6. We are, therefore, of opinion here that the notice was circulated to, inter alia, this particular member Mr. Majli who is the only member as to whom any question of want of notice arises.

7. Passing to the next point, the question arises whether the President had power to dissolve the meeting which, in our opinion, was properly convened, It is said that it was his duty to see that the meeting was properly convened, and it, therefore, follows from that that if in his opinion it was not properly convened he had power to dissolve the meeting there and then. One flaw in that argument, in our opinion, is that the President must at any rate be right on his facts. Accordingly, if in fact the meeting was properly convened, and notices had been properly given, it would not be left to his absolute and final discretion to say whether in law the meeting had been properly convened or not. It is unnecessary for us to say whether he had power to dissolve the meeting, supposing even one notice had not been properly given, because there is Sub-section (4) of Section 35 which, as I have already mentioned, expressly provides for want of a notice being served on an individual member of the board. There may be other matters to be considered also in that connection, but what I do say is that if as here the meeting was properly convened, it does not lie on him to dissolve it forthwith,

8. Therefore, in my opinion, the second question should also be answered against the appellant, viz., that the President wrongly dissolved the meeting.

9. Next, turning to the question as to whether the fact that seven members thereupon left the meeting, that again, I think, is partly a question of fact. As I read the learned Judge's judgment, the chairman never in fact left his chair, or at any rate left the meeting until some time after a new chairman was elected. Consequently, the seven members proceeded to leave this meeting before it had really broken up and before at any rate the chairman had properly left his chair. If, therefore, they chose to do that, I think they could only do so at their own peril, and if in law the chairman' act was illegal and the remaining members were entitled to proceed with the meeting and elect a new chairman, that then the retiring seven members could not complain in law.

10. The question seems to me, therefore, to be one entirely different from that in The King v. Gaborian (1809) 11 East 77, where the presiding officer, viz., the mayor and also two aldermen and several burgesses left the meeting without any objection, and it was not until after that had been done that certain persons who remained in the room purported to make a new election. On the other hand in National Dwellings Society v. Sykes [1894] 3 Ch. 159 Mr. Justice Chitty held (p. 162) that it is the duty of a chairman to preserve order, conduct proceedings regularly, and take care that the sense of the meeting is properly ascertained with regard to any question before it; but he has no power to stop or adjourn a meeting at his own will; and if he purports to do so, it is competent for the meeting to resolve to go on with the business for which it has been convened, and to appoint another chairman for that object. Counsel for the appellants says that in that case the meeting had begun and that a particular resolution had been passed. Let that be so. To my mind it makes no essential difference Whether the chairman illegally and at once declared the validly called meeting dissolved, or whether he waited till one or two or three resolutions had been passed, and then made an announcement before all the business for which the meeting has been called had been concluded.

11. I may also refer to Henderson v. Bank of Australasia (1890) 45 Ch. D. 330 as illustrating that the decisions of a chairman are not necessarily final, and that if on any important question he wrongly rules out a particular amendment, then it is open for the Court to revise his decision and to hold if necessary that the resolution passed thereafter was irregular and not binding.

12. In the view, then, which I take on the facts of this particular case, 1 think the members had power to continue the meeting notwithstanding the chairman's erroneous declaration of the dissolution; and 1 further think that they were entitled to elect their new chairman, and thereafter to elect their new President for the ensuing three years in accordance with Section 27 of the Act.

13. I had intended to mention one case that the appellants' counsel cited to us, via., Ex parte Dean: Be Dean (1879) 41 L.T. 602 It was cited for the proposition that the rule requiring a notice to be sent did not amount to delivery of the notice or validate the want of actual notice to the particular parties. But there it was a question of a meeting of creditors who approved of a composition deed under the then bankruptcy rules in England. The Registrar under the rules had a discretion to disregard any resolution which had been passed; The Court held that he exercised that discretion properly in that particular ease, because despite an affidavit showing that notices of that meeting had been sent out to the creditors, no less than four of them deposed that in fact they never received the notices. One can quite understand that in a case of approving a composition deed, the fact that no less than four creditors (who may or may not be important ones) did not receive the notices, might very well justify the Registrar in directing that under the circumstances a second meeting should be heLd.

14. There was one subsidiary point which was raised by the Bench at the outset of the argument and that was whether this particular suit would lie under Section 11 of the Civil Procedure Code. Speaking for myself, I feel a strong reluctance to interfering with the internal affairs of important legislative or municipal bodies more than the Court is obliged to do. Thus, as has been pointed out by Mr. Justice Pratt in Parshuram v. Tata Industrial Bank : (1923)25BOMLR1083 , there is a general principle as regards, for instance, limited liability companies that the Court will not interfere with the internal affairs of companies or corporations except on certain well-regulated principles generally known as

(1843) 2 Hare 401

15. Accordingly, in the view I take, I would hold that the learned District Judge arrived at the correct conclusion, and that this appeal ought to be dismissed with costs.

Crump, J.

16. I agree with the judgment pronounced by the learned Chief Justice, and I only wish to add a few words as regards the argument which was urged upon us that whether the chairman was right or wrong in declaring the meeting dissolved, still the seven members who left the meeting upon the strength of that ruling (of whom the plaintiffs are two) are entitled to maintain this action because their right of franchise has been affected by what took place during their absence.

17. It is not very clear from the judgment of the learned District Judge precisely what he intended to find as regards the conduct of these seven persons. But, having regard to para. 61 of his judgment it would appear that he was inclined to believe that the action of these seven persons was premeditated and concerted. At all events he says that a strong inference arises to that effect. He, however, qualifies this in para. 64 of the same judgment, but he does not really depart, as I read his judgment, from the conclusion stated in para. 61. And I take it he must have meant to find that these seven persons by some pre-arrangement left the meeting as soon as the retiring President propounded his ruling declaring the meeting dissolved. If that is so, of course, there would be still less reason for considering that these persons could maintain any action on the ground that their rights had suffered.

18. In other respects, I agree with the conclusion of the learned Chief Justice and the final order proposed.


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