PRAMOD CHOPRA Vs. APPAREL EXPORT PROMOTION COUNCIL

JUDGEMENT

(1.) The plaintiffs have instituted the present suit for various declarations and injunction. The two reliefs which are now pressed are for declarations that the Election Rules framed by the Executive Committee of the Apparels Export Promotion Council called "The Rules of Election of the Members of Executive Committee of the Council" arc illegal, null and void and of no effect and that Articles II, 33 (in so far as it provides for poll by secret ballot). 38, 40(a) (in so far as it debars the Associate Members or the Institute Members from voting) are void and of no effect.

(2.) Defendant No. 1, Apparels Export Promotion Council (hereinafter referred to as the Council), is a company limited by guarantee, incorporated under the Companies Act, 1956 (hereinafter called the Act) on February 22, 1978 having its registered office at 'Sahyog', 4th Floor, 58 Nehru Place, New Delhi. Since the Council fulfils the conditions laid down in Section 25 of the Act, it has been registered as a Company with limited liability without the addition to its name of the word "limited" and is licensed 'under Section 25 of the Act. The Central Government has issued Notification No. S.O. 1578 published in the Gazette of India on July 8, 1961 directing the exemption of the companies licensed under Section 25 from the provisions of the Act specified therein. Some more exemptions have been added by Notification No. S.O. 2767 dated August, 5 1964. The objects for which the Council is established are given in the Memorandum of Association. It is, inter alia, to promote, advance, increase, develop export of all types of readymade garments excluding wollen knitwear and garments, of leather, jure and hemp; to undertake all export promotion measures including appointment of representatives, agents or correspondents in foreign markets; to con duct propaganda and publicity; to assist members; to establish design centres and to undertake traning of workers and technical personnel etc. The Memorandum of Association also lays down objects incidental or ancilliary to the attainment of main obiects.

(3.) The Articles of Association of the Council provide, inter alia, the membership in Article 3. There are four classes of members: