Whether the defendant company in refusing to register shares did so on the ground of indebtedness of Hemmad or not has in our opinion first to be found from the terms of the resolution of the meeting of the Board of Directors. The company or the Board of Directors speak primarily through its or their resolution. If the enquiry is as to what was the decision taken by the Board of Directors the Court would look more and depend more on the actual terms of the resolution than on the terms and the language in which such decision was conveyed by letter or correspondence even if such a letter in fact was written and despatched. It is, therefore, necessary to refer to the resolutions in this case.
Calcutta High Court
Babulal Choukhani vs Western India Theatres Ltd. And ... on 5 December, 1956
Equivalent citations: AIR 1957 Cal 709
Bench: P Mukharji, Bachawat
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