K. S. Gupta, J. ( 1 ) MAJOR R. S. Murgai (Retd.) filed this suit alleging that he was appointed as Managing Director-cum-Chairman till the conclusion of the fifth annual general meeting of the defendant company by a resolution of the board of directors dated February 6, 1978 (ought to have been 1974) read with Article 26 of the Articles of Association of the company at a salary of Rs. 2,500. 00 p. m. plus other perquisites as noted in the resolution itself. Plaintiff continued to act as dejure Managing Director-cum-Chairman of the defendant from February 6, 1974 to May 23, 1975 and drew salary etc. , for that period. On May 23, 1975, in C. P. No. 29/75 the court appointed an Administrator of the defendant company and it was only on April 28, 1978 that the Administrator was removed in the said petition. Plaintiff is, therefore, entitled to salary from June 1, 1975 till the date of the filing of the suit and that amount comes to Rs. 90,000. 00 besides interest thereon @ 12% p. a. , totaling Rs. 15,000. 00. It was prayed that a decree for Rs. 1,05,000. 00 be passed in favour of the plaintiff and against the defendant. ( 2 ) IN the written statement the defendant alleged that there is no resolution available by virtue of which the plaintiff may have been appointed as Managing Director-cum-Chairman for a period of five years on the salary of Rs. 2,500. 00 per month plus other perquisites as alleged. By the order dated May 23, 1975, Director General Resettlement or his nominee was appointed as Administrator of the defendant company by the court keeping in view the ill-health of the plaintiff, nature of the serious allegations made against him and his admitted non-control over the branches of the company in Bombay, Calcutta and also the mismanagement of the company. By yet another order dated April 28, 1978 passed in C. P. No. 29/75 plaintiff was removed from acting as Managing Director-cum-Chairman of the defendant company. It is denied that the plaintiff is entitled for the amount claimed towards salary and interest. It is further alleged that by the order dated October 15, 1975 in C. A. No. 222/75 in C. P. No. 29/75 this court appointed an interim board of which the plaintiff was one of the directors. It is denied that the plaintiff is entitled for the amount claimed towards salary and interest. It is further alleged that by the order dated October 15, 1975 in C. A. No. 222/75 in C. P. No. 29/75 this court appointed an interim board of which the plaintiff was one of the directors. However, the plaintiff later on resigned on January 27, 1976. It is stated that the plaintiff got himself enrolled as an Advocate and because of the enrolment he was rendered disentitled to be a Managing Director and he is thus not entitled to claim any salary from the defendant company. ( 3 ) ON the pleadings of the parties following issues were framed:- 1. Whether the plaintiff is entitled to the amount claimed?opp 2. What is the effect of the enrolment of the petitioner as an Advocate, in 1975?opd 3. Whether the plaintiff is entitled to claim any interest? If so, on what amount, at what rate and for what period?opp 4. Relief. ( 4 ) A note is appended to the said issue No. 1 that this issue will cover the objection of the defendant with regard to the genuineness of resolution (Minute No. 5 dated February 6, 1974 ). ( 5 ) ISSUES 1 and 3 As is manifest from the order dated February 13, 1996 counsel for the parties made statement that there was no necessity to record oral evidence and they were willing to give consent to the exhibiting the certified copies of the documents filed by the parties. Accordingly, the certified copies of the documents were exhibited on January 17, 1997. However, before the said dates statements of Anil Seth, working as UDC in the office of Registrar of Companies-PW1 and Champa Lalchandani, working as UDC in the Company Branch of this court, Public Witness 2 had been recorded on September 3, 1993. In his statement Public Witness -1 proved the certified copies of Form-23 (Ex. PW1/1) and the Articles of Association of the defendant company (Ex. PW1/2 ). Public Witness 2 only produced in court the record in C. P. No. 2/1980 R. S. Murgai vs. Ex. Servicemen Airlink Transport Services Pvt. Ltd. Ex. PW1/1 proves that in the meeting of the board of directors of the defendant company held on February 6, 1974 Major R. S. Murgai was appointed as Managing Director-cum-Chairman of the company on a remuneration of Rs. Servicemen Airlink Transport Services Pvt. Ltd. Ex. PW1/1 proves that in the meeting of the board of directors of the defendant company held on February 6, 1974 Major R. S. Murgai was appointed as Managing Director-cum-Chairman of the company on a remuneration of Rs. 2,500. 00 per month w. e. f. February 6, 1974 with all other perquisites the company may give to him from time to time. Article 26 in Ex. Public Witness 1/2 provides that one of the directors of the company shall be the first Managing Director who shall also perform the duties of the Chairman for first five years and he shall hold the office of the Managing Director-cum-Chairman till the conclusion of the fifth annual general meeting of the company said resolution coupled with Article 26 establish that Major R. S. Murgai was appointed as Managing Director-cum-Chairman of the defendant company on February 6, 1974 on a salary of Rs. 2,500. 00 p. m. plus other perquisites till the conclusion of the fifth annual general meeting of the defendant company as alleged. It is admitted case of the parties that in aforesaid C. P. No. 29/75 filed by Major P. N. Kaushik (Retd.) and Others, Director General Resettlement or his nominee was appointed as Administrator of the defendant company by the order dated May 23, 1975. Said company petition was finally disposed of by the order dated April 28, 1978 with the following directions:- "i am accepting the petition relating to removal of Major Murgai from the post of Managing Director. In fact, he was removed from this post since the Administrator was appointed by the court and he has not functioned as Managing Director after that. In fact, he has no connection with the company now as far as I know, because he did not serve even with the interim Board. He would probably be out of touch with the affrairs of the company and, therefore, it would not be useful to keep him on the Board, but I make it clear that I have removed him under Section 402 of the Companies Act, 1956, from the Board of Directors because his continuation is likely to jeopardise the future working of the company. However, this will not prevent him becoming a member of the Board at a future date, but he will not be able to become Managing Director, because he is not a serving officer. He will, however, be qualified for appointment as Managing Director if no serving officer can be found and the Director General of Resettlement together with the Syndicate Bank agree to his appointment as detailed above. IT is now necessary to make provision for some other point that has cause me to ponder about the examination of the company s Article etc. It is stated in Article 16 of the Articles that shares can be transferred to person sponsored by the D. G. R. The exact wording of that article is:- "the shareholders if so desire shall transfer his/their shares to person/persons sponsored by D. G. R. at the value to be determined by the auditors of the company. " THIS article was brought to my notice when an attempt was being made to settle this petition. It was then under contemplation that Major Murgai may transfer his shares to some other person and something equivalent was claimed with regard to the other petitioners. The object was that all the share-holder could go out of the company and other persons could run the same. The problem at that stage was that all these persons also made claims against the company in addition to their claim for share capital. At that time, the value of the shares was very small, but I understand that due to the improved working of the company during the period of administration under this court, the value of the shares has now risen. I feel that if any of these persons wants to leave the company, then the shares should be transferred at per value to other ex-servicemen. Of course, if the company has claimed against the share-holders, then that amount of the price may be withheld. From the Administrator s reports, it appears, that some of the assets and monies of the company are said to be unaccounted for (this refers to the period before the Administrator took control ). Of course, if the company has claimed against the share-holders, then that amount of the price may be withheld. From the Administrator s reports, it appears, that some of the assets and monies of the company are said to be unaccounted for (this refers to the period before the Administrator took control ). Hence, in case the shares of say Major Murgai have to be transferred to others, then the transfer should be effected at par, but the company should withhold any amount that it claims is due from Major Murgai and similarly towards any other share-holder. In order to enable the reconstruction of the company, it was necessary to give such a direction. To clarify this point, or any other point, liberty is given to apply to this court; otherwise; this petition now stands disposed of. ( 6 ) ADMITTEDLY, Major R. S. Murgai filed an appeal being C. A. No. 13/78 against the said order which came to be decided by the Division Bench by the order dated November 5, 1979. Operative part of this order which is relevant reads thus:- "we are, therefore, of the view that the order dated 28th April, 1978, passed by the learned Company Judge in C. P. 29/75 is liable to be set aside. In doing so, however, we cannot overlook the effect of the working of the Company under a certain management over a long passage of time of more than four years. We do not consider it in the interest of Company to upset or disturb the continuity of its present functioning save in respect of ousting and debarring the appellant from the Board of Directors from the post of Managing Director. WE, therefore, specifically set aside that part of the order of the learned Company Judge dated 28th April, 1978 by which he directed alteration of the Articles of Association of the company so as to provide for and require that the Managing Director of the Company would be a nominee of the Director General of Resettlement and that such a nominee would be a serving officer if one is available. WE notice that in order to effectuate and implement the aforesaid direction of the learned Company Judge, clause 26 of the Articles of Association of the Company was altered at the annual general meeting of the company held on 27th December, 1978. WE notice that in order to effectuate and implement the aforesaid direction of the learned Company Judge, clause 26 of the Articles of Association of the Company was altered at the annual general meeting of the company held on 27th December, 1978. Accordingly, we set aside the resolution of the annual general meeting in this behalf and restore and reinstate clause 26 as it stood before such amendment. WE set aside the appointment of the Chairman and of the Managing Director of the Company and leave the Company free to appoint in an appropriate and democratic manner and in accordance with Article 17 of the Articles of Association and clause 26 of the Articles of Association of the Company any person or persons it resolves to appoint as the Managing Director. We need hardly emphasis that the Company is also free to change or cause to be changed any Article or clause of the memorandum of the Company as it may choose to, on its own and in accordance with law. WE further make it clear that the order of the learned Company Judge removing the appellant from the Board of Directors or not appointing him as Director of the Board of Directors constituted under his order, will not have the effect of rendering him, in any way, ineligible to be elected as a Director of the Company or appointed as a Managing Director in future if the Company so desires. NO further order is required in respect of the Board of Directors appointed by the learned Company Judge as the other members of the Board of Directors now in office are those elected at the last annual general meeting held on 27th December, 1978. This is all the more so as we are told that the next annual general meeting of the company is required to be held in about two months, where the members of the Company will have an opportunity to elect their Directors again. AS regards the share holding in the Company, we direct that the share-holding as now will be taken as correct till duly altered in proceedings under Section 155 of the Companies Act or any other appropriate proceedings. AS regards the share holding in the Company, we direct that the share-holding as now will be taken as correct till duly altered in proceedings under Section 155 of the Companies Act or any other appropriate proceedings. The parties will be free to now initiate appropriate proceedings for the rectification of register of members if they have a grievance in respect of any of the shares held by them on the eve of the filing of the petition (20. 3. 75) having been cancelled and the register of members of the Company as today will be deemed valid unless so rectified. " ( 7 ) CIVIL Appeal No. 77/80 taken out against the aforesaid order by Major R. S. Murgai was dismissed by the Supreme Court by the order dated February 7, 1984 along with appeal Nos. 78 and 873/80. It may be noticed that the aforesaid order dated April 28, 1978 passed in C. P. No. 29/75 removing Major R. S. Murgai, plaintiff as Managing Director-cum-Chairman of the defendant company under Section 402 of the Company Act was not disturbed by the DB in C. A. No. 13/78 but he was held to be eligible to be elected either as Director or Managing Director in future of the defendant company, if the company so desires. ( 8 ) SUBMISSION made by Sh. Daniel Latifi, Sr. Advocate appearing for the plaintiff was that there is a qualitative difference between the final order of the civil court based on evidence before it and an interlocutary order based on affidavits. While theformer is legally binding, the later has no value at the final stage. Orders passed in said C. P. No. 29/75, C. As. 13/78 and 77/80 being in the nature of interlocutary orders would, therefore, not come in the way of the plaintiff in claiming the suit amount. However, I am unable to agree with the submission insofar as it relates to nature of the aforesaid orders. It is pertinent to note that the order dated April 28, 1978 which was not disturbed in appeals removing Major R. S. Murgai as Managing Director-cum-Chairman of the defendant Company, was not passed on prima facie view of the matter but on merits. It is pertinent to note that the order dated April 28, 1978 which was not disturbed in appeals removing Major R. S. Murgai as Managing Director-cum-Chairman of the defendant Company, was not passed on prima facie view of the matter but on merits. Further, the plaintiff himself preferred to rely upon the said orders instead of leading oral evidence on both the issues implying thereby that there is no fresh material to record the finding that his removal as Managing Director-cum-Chairman of the defendant company was illegal as alleged. Since Major R. S. Murgai had ceased to work in the said capacity because of the appointment of Administrator by the order dated May 23, 1975 he cannot be granted salary w. e. f. June 1, 1975 onwards together with interest as claimed in the suit. Both the issues are answered against the plaintiffs. ( 9 ) ISSUE NO. 2 In view of the findings on issues 1 and 3, no separate finding need be recorded on this issue. ( 10 ) ISSUE NO. 4 In view of the findings on the aforesaid issues, the suit is dismissed. In the circumstances of the case the parties are left to bear their own costs.