LexORIENTAL METAL PRESSING WORKS (P.) versus BHASKAR KASHINATH THAKOOR & ANOTHER
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· 3 S.C.R. SUPREME COURT REPORTS 329 his father's name and his residence. All the details given in the extract tallied with the description of the appellant. In the memorandum of appeal filed to the Court of Session challenging the conviction record- ed by the Magistrate First Class, it was not contend- ed that the person convicted in the earlier case was some person other than the appellant. · But the appellant was merely an employee of Thakur Din. It is not shown that he made himself any profit out of the transaction. Thakur Din has been sentenced to pay a fine of Rs. 200 only. The offence committed by the appellant is a repetition of a similar offence committed QY him a few months earlier, but we think that having regard to all the circumstances, this is a case in which there are special and adequate reasons which would justify imposition of a penalty less than the minimum prescribed by s. 16(ii) of the Act. We reduce the sentence to impri- sonment to three months and we remit the fine. Sub- ject to this modification, the appeal is dismissed. Appeal dismissed. ORIENTAL METAL PRESSING WORKS (P.) LTD. v. BHASKAR KASHINATH THAKOOR & ANOTHER ...,. (JAFER IMAM, A. K. SARKAR and RAGHUBAR DAYAL, JJ.) Company-Managing director appointing his successor by will -Validity - 'Assignment', Meaning of-Companies Act, z956 (I of z956), ss. 3z2, 255. By s. 3r2 of the Companies Act, 1956, "Any assignment of his office made after the commencement of this Act by any direc- tor of a company shall be void." •• Sarjoo P1asad v. The Stale of Uttar Pradesh Shah J. x960 Dei:ember z6. 330 SUPREME COUR1' REPORTS [1961) 1960 The managing director of a private company,. empowered -· by the terms of the agreement between him and the company Oriental Metal and the articles thereof to appoint, by deed or by will, any per- Pressing Works son to be the managing director in his place and stead, died (P.) ltd. leaving a will whereby he appointed one of the appellants the v. managing director in his place from the date of his death. The Bhaskar /(ashi- High Court took the view that the word 'assignment' in the nath 'Ihakoor section included 'appointment' and as such the appointment in .s. Another question was void. Held, thats. 312 of the Companies Act, 1956, cannot be interpreted in such a way as to bring it into conflict with s. 255 of the Act since its language does not compel such an interpreta- tion. The word 'assignment' in that >ection does not mean appointment and the section is intended to render a transfer of his office by a director void and not an appointment by him of liis successor. Section 255 of the Act, which expressly permits directors to be appointed otherwise than by the company, shows that, sub- ject to the lill)it as to numbers prescribed by it, a director, autho- rised by the articles of the company, can appoint another to take his office when rendered vacant by his resignation or death or on expiry qf his te1 m of office. The proviso to s. 86B of the old Act cannot lend any sup- port to the argument that the word 'assignment' in s. 312 of the new Act includes 'appointment'. The Guardians of the Poor of the West Derby Union v. The Metropolitan Life Assurance Society, [1879] A. C. 647, referred to. CIVIL APPELLATE JURISDICTION: Civil Appeal No. 10 of 1960. Appeal·from the judgment and decree dated Febru- ary 24, 1959, of the Bombay High Court in First Appeal No. 540 of 1958. M. C. Setalvad, Attorney-General for India, A. P. Bhatt, Rameshwar Nath, S. N. Andley, P. L. Vohra and J. B. Dadachanji, for the appellants. The respondent did not appear. 1960. December 16. The Judgment of the Court was delivered by Sari,., f. SARKAR, J.-Dadoba Tukaram Thakoor carried on a business under the name and style of Oriental Metal Pressing \Yorks. On ]\fay 26, 1955, a private company was incorporated under the name of Oriental Metal Pressing Works Ltd.,' hereafter called the Company, i- 3 S.C.R. SUPREME. COURT REPORTS 331 . ' ' . . to . take o:ver the aforesaid business. On July 7, 1955, z9fo Dadoba. transf~rred' his business to the '!ompany. .~n . Oriental Metal the same date, an ·agreement was made ·between him Pressing works and the Company by which he was appointed the (P.) Lt4. managing director. of the Company Jor ljfe a.ml was . v. given the power "by deed. inter .vivos'. or by will or Bhaskar Kadi- codicil to appoint any person to be a ma
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