MAHARAJA EXPORTS Vs. APPAREL EXPORT PROMOTION COUNCIL

JUDGEMENT

(1.) The plaintiff Mis. Maharaja Exports through its sole proprietor M/s. Sushma Gulati has claimed the following reliefs in her .suit for declaration : -.

(2.) In order, to understand the true scope of the plaintiff's suit it will be relevant to keep in mind the salient features as given in the plaint. The plaintiff is carrying on the business as manufactures and exporters of ready-made garments of which M/s. Sushma Gulati is the sole proprietor;. that M/s. Apparel Exports Promotion council (hereinafer referred to as Council) is, a public limited company registered under the provisions of the Companies Act 1956' (hereinafter to be referred to as the Act), as per the certificate of incorporation issued by the Registrar of Companies. Delhi and Haryana; that the defendant is also licensed under Section 25 of the Act by the Central Government; that the objects for which the defendant company has been established are given in the memorandum of Association which amongst other things includes "to promote. advance, increase, develop export of all types of readymade garments excluding woollen knitwear, garments of leather. jute and hemp, to undertake all export promotion measures including appointment of representatives, agents or correspondents in foreign markets to conduct propaganda and publicity"; that the plaintiff is a member of the defendant council as provided under Article 5(a) of the Articles of association; that the membership of the defendant is about 5000; that as per the Articles of Association of the defendant, the Executive Committee is to be elected to manage the affairs of the council; that the Executive Committee can have maximum 30 members besides four government nominated members; that the membership of the Executive committee is on regional basis since the council is an All India Body; that as per the provisions contained in the Articles of Association 3rd of the elected members of the Executive committee will retire by rotation every year and the vacancy so caused shall bellied up after the Annual General Meeting every year; that a member of the Council is entitled to be elected as a member of the Executive Committee; that the Articles of Association of the defendant authorise the defendant to frame rules and procedure for election to the Executive Council that the Council framed certain rules which were however, challenged by certain members through a suit filed in this court being Suit No. 873 of 1981 entitled Pramod Chopra and Others v. Apparel Exports Promotion 'Council (1): that the said suit was ultimately decreed on. 19-5-1983 and the impugn- ed rules were declared to be invalid; that the appeal against the said Single Judge Judgment filed by the council also faded; that as far as the plaintiff understands the Council has not framed any Rules for procedure for election so far, though they were required to do so under the amended Article 48 of the Articles of Association

(3.) That on 30-4-1984 the plaintiff received a notice regarding the 4th Annual General meeting of the defendant to be held on Monday the l4th May 1984 at 11 A.M. at FICCI Auditorium, New Delhi to transact the business incorporated in the notice; that though the notice is perportedly dated 4-4-1984, the same is understood and reasonably believed by the plaintiff to have been posted only on 36-4-1984 by the defendant to the various members; that this notice is totally illegal, invalid and malafide for the grounds inentioned in the plaint; that in view of these grounds it is apparent that the 4th Annual General Meeting convened through the impugned notice is illegal, invalid and the defendant cannot be permitted to hold the same. Hence the present suit.