SHINGHAL, J.—These three appeals arise from three different decisions of the Official Liquidator dated September 3, 1966 in respect of the proof of the claims preferred by the appellants before him during the course of the winding up of the Bharatpur Oil Mills (Private) Limited. As common question of fact and law arise in all these three appeals, they have been heard together at the instance of the learned counsel for the parties and will be disposed of by this common judgment.

2. The three appellants Radhey Shyam, Raghunath Prasad and Ramesh Chandra were three out of the four directors of the Company which, it is admitted, was registered under the Indian Companies Act of 1913 (hereinafter referred to as the Act of 1913) as a paivate limited company. It is admitted that the Company was not a subsidiary of a public company. The Company adopted the regulations contained in Table A of the First Schedule to the Act of 1913 subject to certain regulations which were specified in the articles of association. Regulation No. 8 is important and it runs as follows:

"8. The management of the Company shall be entirely in the hands of its Directors who may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the Company as they think fit and shall discharge all their responsibilities and exercise all their powers and privileges through their representatives appointed amongst themselves or from outside upon such terms and conditions, subject to such powers and privileges and for such period as they may determine. The business of the concern shall be managed by the Board of directors in majority.

3. Three resolutions were passed by the Company in respect of the refnune-ration or maintenance of its directors. The first of these was the resolution dated June 22, 1952 by which the directors took the decision that each director shall receive Rs. 259/- a month plus 2-1/2 per cent out of the net profits as his remuneration for managing the Company and that, apart from this, the "maintenance charges of the directors residing at the Mills shall be borne by the Company and that each director shall receive Rs. 10/- per attendance "in the board of directors meeting. This was followed by a resolution of the Board of directors dated May 20, 1957 to the effect that for the purpose of giving a better form to the business of the Company, it was necessary that the four directors should devote more time to its affairs and that the directors who worked in the Mill would receive a sum of Rs. 400/- per mensem for their daily expenses from the mill. The third relevant resolution is dated September 12, 1953 and it provided that the directors were unanimously of the opinion that the amount of "remuneration which had already been determined for them should be kept as it was, but that only those directors would be entitled to receive the remuneration" who worked for the mill by living in the premises, or from outside.

4. It appears that the directors did not draw any remuneration or allowance. The Company unfortunately went into liquidation by an order of this Court dated October 4, 1960 and the Official Liquidator was appointed to take it over. It was then that the present appellants preferred their claims for what was styled by them as salary". Each of them claimed a sum of Rs. 14750/-/-for the period June 22, 1952 to May 19, 1957 at the rate of Rs. 250/- per mensem, and a sum of Rs. 16,000/ for the period after May 20, 1957 at the rate of Rs. 400/- per mensem, making a total of Rs. 30,750/-. The Official Liquidator examined the proof and reached the conclusion that the claims were wholly inadmissible because there was no provision in the articles of association of the Company for the payment of remuneration to the directors and there was no sanction for the payment of any remuneration by any resolution of the Company in its general meetings. In this view of the matter, he rejected the claims of the three

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