Marathwada University Vs. Seshrao Balwant Rao Chavan  INSC 130 (13 April 1989)
K.J. (J) Shetty, K.J. (J) Kuldip Singh (J)
1989 AIR 1582 1989 SCR (2) 454 1989 SCC (3) 132 JT 1989 (2) 276 1989 SCALE
University Act, 1974: Sections 8, 10, 11, 19, 23, 24, 27 and 84--Vice
Chancellor of every university--Conscious keeper and constitutional
ruler--Responsible for over all administration of academic affairs--To act
firmly to put down indiscipline and malpractice--Executive Council has power of
removal 'to regulate the work and conduct of the officers'--Whether implies
power to take disciplinary action.
Law: Delegation of power--When statute prescribes a particular body to exercise
power--That body alone and none else can exercise it--Unless it is
delegated--Ratification--Cannot cure an ultra vires action.
respondent was a Deputy Registrar of the appellant University. As the
Controller of Examinations had proceeded on leave the respondent was
discharging the duties of Controller of Examinations. A complaint alleging that
the respondent had delayed the payment of the bills of an outstation party who
had printed the question papers for the annual examination was received by the
University. The Executive Council of the University appointed an Enquiry
Officer to hold an enquiry to find out whether the bills were deliberately kept
pending with any ulterior motive. The Enquiry Officer gave a clean chit to the
respondent as to his conduct in discharging the duties as Controller of
Executive Council of the University did not take any decision on the report of
the Enquiry Officer, but entrusted the question to the Vice-Chancellor who was
present at the meeting. The Vice-Chancellor directed a departmental enquiry
against the respondent and appointed an advocate as the Enquiry Officer. The
Enquiry Officer by his report held the respondent guilty of all the charges levelled
Vice Chancellor after giving a show cause notice and considering the reply of
the respondent, dismissed him from service.
respondent moved the High Court under Article 226 chal455 lenging his
dismissal. When the writ-petition was taken up for hearing the High Court
directed the entire matter to be placed before the Executive Council for an
appropriate decision. The Executive Council considered the matter at its
meeting and passed a resolution ratifying the action taken by the
Vice-Chancellor, and confirming the dismissal of the respondent. At the final
disposal of the writ petition, the High Court examined the matter on merits and
held that the action taken by the Vice-Chancellor being without any authority
or power, these defects could not be cured by ratification by the Executive
Council in its subsequent resolution. The High Court accordingly quashed the
departmental proceedings taken against the respondent, and also the order of
termination of his services.
appeal to this Court, it was contended on behalf of the University: (i)That on
a true construction of the several provisions of the Marathwada University Act,
1974, the termination of services of the respondent cannot be assailed for want
of power or jurisdiction on the part of the Vice-Chancellor, and (2) that if
the order was defective or without authority, the ratification by the Executive
Council had rendered it immune from any challenge.
the Appeal, the Court,
1. The Vice-Chancellor in every university is the conscious keeper of the
University and the constitutional ruler. He is the principal executive and
academic officer of the University. He is entrusted with the responsibility of
overall administration of academic as well as non-academic affairs. [464A-B]
the principal executive officer the Vice-Chancellor also carries with him an
implied power, the magisterial power. This power is essential for him to
maintain domestic discipline in the academic and non-academic affairs. In a
wide variety of situations in the relationship of tutor and pupil, he has to
act firmly and promptly to put down indiscipline and malpractice. It may not be
illegitimate if he could call to aid his implied powers and also emergency
powers to deal with all such situations. [464D-E]
Marathwada University Act, 1974 confers both express and implied powers on the
Vice-Chancellor. The express powers include among others, the duty to ensure
that the provisions of the Act, Statutes, Ordinances and Regulations are
observed by all concerned. [Section 11(3)] He has a right to regulate the work
and conduct of 456 Officers and teaching and other employees of the University
[Sec. 11(b)(a)]. He has also emergency powers to deal with any untoward
situation [Section 11(4)] a very significant power. If he believes that a
situation calls for immediate action, he can take such action as he thinks
necessary, though in the normal course he is not competent to do so.
he must report to the concerned authority or body, who would, in the ordinary
course, have dealt with the matter. [464B-C]
power 'to regulate the work and conduct of the officers' cannot include the
power to take disciplinary action for their removal. [464F]
When a statute prescribes a particular body to exercise a power, it must be
exercised only by that body.
Halsbury's Laws of England Vol. 1, 4th Edn. page 32, referred
Marathwada University Act confers power to appoint officers on the Executive
Council and it generally includes the power to remove. This power is located
under Section 24(1) (XXIX) of the Act. [464F-G]
resolution of the Executive Council at a meeting, at which the Vice Chancellor
was also present, gave full power to the Vice-Chancellor 'to take a decision on
this question'. By the power delegated under the resolution, the
Vice-Chancellor could either accept or reject the report with intimation to the
Executive Council. He could not have taken any other action and indeed, he was
not authorised to take any other action. [465F-G] : 8. The resolution was also
not in harmony with the statutory requirement. Approval of the Chancellor to
the delegation of power by the Executive Council to the ViceChancellor was
mandatory under section 24(1)(xii) read with section/84 of the Marathwada
University Act. The resolution not being in conformity with the statutory
requirement could not confer power on the Vice-Chancellor to take action j
against the respondent. [465H; 466A-C]
Ratification is generally an act of principal with regard to a contract or an
act done by his agent. The principles of ratification in the context of the law
of agency apparently do not have any application with regard to exercise of
power conferred under statutory provisions. The statutory authority cannot
travel beyond the power conferred and 457 any action without power has no legal
validity. It is ab initio void and cannot be ratified. [468A-B] Friedman's Law
of Agency (5th Edn.) Chapter 5at page 73, Bowstead on Agency (14th Ed.) at page
39, Parmeshwari Prasad Gupta v. Union of India,  1 SCR 304 and Bernard v.
Dock Labour Board,  1 All Eng.
Law Reports 1113.
instant case, there was no prior delegation of power to the Vice-Chancellor to
take disciplinary action against the respondent. There was no subsequent
delegation either. Therefore, neither the action taken by the ViceChancellor,
nor the ratification by the Executive Council could be sustained. [469F]
APPELLATE JURISDICTION: Civil Appeal No. 3927 of 1986.
the Judgment and Order dated 18.6. 1986 of the Bombay High Court in Writ Petition No. 10 of 1980.
A.M. Khanwilkar and Mrs. V.D. Khanna for the Appellant.
Karanjawala, Mrs. Karanjawala and H.S. Anand for the Respondent.
Judgment of the Court was delivered by:
JAGANNATHA SHETTY, J. This appeal by leave is from a decision of the Bombay
High Court which allowed the respondent's petition for a writ of certiorari. In
so doing the court quashed departmental proceedings initiated against the
respondent and the resultant order terminating his services.
facts are substantially undisputed and may briefly be stated as follows:
Balwant Rao Chavan was at the relevant time the Deputy Registrar of the Marathwada University.
Mr. Yelikar was working then as Controller of Examinations. In or about April
1976, Mr. Yelikar proceeded on leave and the present respondent was directed to
discharge the duties of the Controller of Examinations. Accordingly, he joined
his new assignment and continued to hold 458 that post when the controversy
which culminated in his dismissal took place.
said that one Mr. Swaminathan from Madras was entrusted with the printing works needed to conduct annual
examinations of the University for the years 1974 and 1975.
submitted his bills amounting about Rs.6,00,000 for the work performed by him.
The bills were not cleared immediately, and Mr. Swaminathan complained to the
University authorities. He also submitted a petition to the Prime Minister of
India which was forwarded to the University for immediate action. This led to
an enquiry to find out whether the bills were deliberately kept pending with
any ulterior motive. The Executive Council of the University appointed a
four-member committee including the Vice-Chancellor to enquire into the matter.
The committee after investigation submitted a report in November 1977 making
some prima facie observations against the respondent.
the Executive Council desired to have the matter thoroughly examined by another
committee. It appointed Mr.
for the purpose. Mr. Chavan made a detailed enquiry but found nothing against
the respondent. On December
23, 1978, he submitted
a report stating inter alia that there was no delay in clearing the said bills
and if there was any delay, it was justified in the circumstances. He has
stated that the University utilised the time for internal audit in which it was
found that the claim of Mr. Swaminathan was excessive to the extent of Rs.48,000
and odd. The report of Mr. Chavan thus gave a clean chit to the respondent as
to his conduct in discharging the duties as Controller of Examinations.
Executive Council had accepted the report and closed the matter that would have
been better. But unfortunately, it was not done and another chapter was opened.
On March 22, 1979, the report of Mr. Chavan was
placed before the Executive Council which without taking any decision entrusted
the question to the Vice-Chancellor. The ViceChancellor was present in that
meeting-and agreed to take a decision in about a month. But what he did was
entirely different. Purporting to act under the powers given to him by the
Executive Council, he directed departmental enquiry against the respondent. He
appointed Mr. Motale, Advocate as an Inquiry Officer who flamed three charges:
First charge impeached the respondent of intentionally delaying the clearance
of the bills of Mr. Swaminathan and thus tarnishing the image of the
University. Second charge alleged that the respondent did not place before the
Executive Council, the letters , addressed by the Chancellor of the University
on July 23, 1976 and 459 August 19, 1976. Third charge accused the respondent
for not producing all the available papers for scrutiny by the oneman committee
headed by Mr. Chavan.
On October 25, 1979, Mr. Motale submitted his' enquiry
report to the Vice-Chancellor holding the respondent guilty of the charges.
After a usual procedure of giving show cause notice and considering the reply
thereto, the Vice-Chancellor decided to dismiss the respondent. On January2,
1980, he accordingly made an order.
matter did not rest there. The respondent moved the High Court under Art. 226
of the Constitution challenging his dismissal. When the writ petition first
came up for hearing in November 1985, the High Court took a very curious stand.
observed that the entire matter be placed before the Executive Council for
taking an appropriate decision. As per this observation, the matter came up
before the Executive Council in the meeting held on December 26/27, 1985. The
Executive Council passed a resolution inter alia, ratifying the action taken by
the Vice-Chancellor and confirming the dismissal of the respondent. This has
added a new dimension to the case.
final disposal of the writ petition, the High Court, however, examined the
merits of the matter. The High Court held that the action taken by the
Vice-Chancellor was without authority of law. As to the ratification made by
the Executive Council, the High Court held: "That the acts done by the
Vice-Chancellor remain the acts without any authority or powers and that
defects cannot be cured by the subsequent resolution." With these
conclusions, the High Court quashed the departmental proceedings taken against
the respondent and also the order of termination of his services.
aggrieved by the judgment, the Marathwada University by obtaining special leave has
appealed to this Court.
counsel for the appellant put his contention in two ways: First, he said that
on the true construction of the relevant provisions of the Marathwada
University Act, 1974, the termination of services of the respondent cannot be
assailed for want of power or jurisdiction on the part of the Vice-Chancellor.
Counsel next said that if the order was defective or without authority, the
ratification by the Executive Council has rendered it immune from any
order to appreciate these submissions, we must outline the 460 statutory
provisions of the Marathwada University Act, 1974 (called shortly "the
Act"). Section 8 specifies the officers of the University. The
Vice-Chancellor is one of the officers. Section 10 provides for appointment of
the Vice-Chancellor. He shall be appointed by the Chancellor and shall
ordinarily hold office for a term. of three years. Section 11 reads, so far as
material, as follows:
The Vice-Chancellor shall be the principal executive and academic officer of
the University, and shah in the absence of the Chancellor, preside at the
meetings of the Senate and at any Convocation of the University .... "
"11(3): It shah be the duty of the Vice-Chancellor to ensure that the
provisions of this Act, the Statutes, Ordinances and Regulations are faithfully
observed. The Chancellor shall, for this purpose, have the power to issue
directions to the Vice-Chancellor who shall give effect to any such
directions." 11(4): If there are reasonable grounds for the
Vice-Chancellor to believe that there is an emergency which requires immediate
action to be taken, he shall take such action as he thinks necessary and shall,
at the earliest opportunity, report in writing the grounds for his belief that
there was an emergency, and the action taken by him, to such authority or body
as would in the ordinary course, have dealt with the matter . ...."
11(6)(a): It shall be lawful for the Vice-Chancellor, as the principal
executive and academic officer, to regulate the work and conduct of the
officers, and of the teaching, academic and other employees of the University,
in accordance with the provisions of this Act, the Statutes, Ordinances and
Regulations." "11(7): The Vice-Chancellor shah exercise such other
powers and perform such other duties as are prescribed by the Statutes,
Ordinances and Regulations." Section 19 enumerates the authorities of the
University. The Executive Council is one of the authorities specified thereunder.
23 to the extent necessary is in the following terms:
"23(1): The Executive Council shall be the principal executive authority
of the University, and shall consist of the following members, namely,: (i) the
Vice-Chancellorexofficio Chairman." Section 24 deals with the powers and
duties of the Executive Council. These powers and duties are wide and varied
and it is sufficient if we read sub-sections (1), (xxix) and (xii) of sec. 24.
They are as follows:
Subject to such conditions as are prescribed by or under this Act, the
Executive Council shall exercise the following powers and perform the following
duties, namely ........ " "24(1)(xxix): appoint officers and other
employees of the University, prescribe their qualifications, fix their
emoluments, define the terms and conditions of their service and discipline and
where necessary, their duties." "24(1)(x1i): delegate, subject to the
approval of the Chancellor, any of its powers (except the power to make
Ordinances), to the Vice-Chancellor, the Registrar or the Finance Officer, or
such other officers or authority of the University or a committee appointed by
it, thinks fit." Two other provisions are material, namely, secs. 37 and
84. Section 37, omitting the unnecessary, is in these terms:
37 Subject to the conditions prescribed by or under this Act, the Senate may
make the Statutes to provide for all or any of the following matters namely:
The term of office, duties and conditions of service of officers, teachers and
other employees of the University, the provisions of pension, insurance and
provident fund and the manner of termination of their service and other
disciplinary action and their qualifications, except those of teachers."
Section 34 is as follows:
of powers: Subject to the provisions of 462 this Act and Statutes any officer
or authority of the University may, by order, delegate his or its powers, except.the
power to make Statutes, Ordinances and Regulations, to any other officer or
authority under his or its control, and subject to the conditions that the
ultimate responsibility for the exercise of the powers so delegated shall
continue to vest in the officer or authority delegating them." With these
provisions, we turn to consider the first question urged for the appellant.
question is whether the Vice-Chancellor was competent to direct disciplinary
action against the respondent. In this context, we may make a few general
observations about the position and powers of the Vice-Chancellor.
University Education Commission in its report (Vol. I December 1948 to August
1949) has summarised the powers and duties as follows (at 421):
of Vice-Chancellor--A ViceChancellor is the chief academic and executive
officer of his university. He presides over the Court (Senate) in the absence
of the Chancellor, Syndicate (Executive Council), Academic Council, and
numerous committees including the selection committees for appointment of
staff. It is his duty to know the senior members of the staff intimately and to
be known to all members of the staff and students. He must command their
confidence both by adequate academic reputation and by strength of personality.
He must know his university well enough to be able to foster its points of
strength and to foresee possible points of weakness before they become acute.'
He must be the 'keeper of the university's conscience', both setting the
highest standard by example and dealing promptly and firmly with indiscipline
and malpractice of any kind.
this he must do and it can be done as constitutional ruler; he has not, and
should not have autocratic power. Besides, this he must be the chief liaison
between his university and the public, he must keep the university alive to the
duties it owes to the public which it serves, and he must win support for the
university and understanding of its needs not merely from potential benefactors
but from the general public and its elected representatives. Last, he must have
the strength of character to resist unflinchingly the many forms of pressure to
relax standards of all sorts, which are being applied to universities
today." 463 This has been approved by the Education Commission, 1964-66.
In the report of the Education Commission, 1971 (pages 610-11 para 13.32) it
person who is expected, above all, to embody the spirit of academic freedom and
the principles of good management in a university is the Vice-Chancellor. He stands
for the commitment of the university to scholarship and pursuit of truth and
can ensure that the executive wing of the university is used to assist the
academic community in all its activities. His selection should, therefore, be
governed by this overall consideration." Dr. A.H. Homadi in his wise,
little study about the role of the Vice-Chancellor in the university
administration in developing countries has this to state (at 49):
President or the Vice-Chancellor:
President must be willing to accept a definition of educational leadership that
brings about change to the academic life of the institution. He must be fired
by a deep concern for education. He should instil a spirit and keeness about
growth and development in such a way that the professiriate feels that their
goals are interlinked with those of the University, that their success depends
upon the success of the University.
professors should be given detailed information about the jobs that they have
to perform and their good performance should be given due recognition by
administration leadership. Even such small encouragement will boost theft
morale to greater heights. The President should have faith in his own abilities
as well as on the abilities of other professors and administrators and should
provide guidelines about the kind of efforts he would like his professors and
administrators to make, setting an example by his own actions and exercises.
The negative force of fear, when used and no one denies that an element of hard
headedness is some times required as a persuasive inducement to professors and
administrators of university should be employed judiciously. Under no
circumstances should the apathy and belligerence of the professors and
administrators be aroused.
call for strong but sympathetic leadership in the President." 464 The
Vice-Chancellor in every university is thus the conscious keeper of the
University and constitutional ruler.
the principal executive and academic officer of the University. He is entrusted
with the responsibility of overall administration of academic as well as
nonacademic affairs. For these purposes, the Act confers both express and
implied powers on the Vice-Chancellor. The express powers include among others,
the duty to ensure that the provisions of the Act, Statutes, Ordinances and
Regulations are observed by all concerned. (Section 11(3)). The Vice Chancellor
has a right to regulate the work and conduct of officers and teaching and other
employees of the University (Section 11(6)(a)). He has also emergency powers to
deal with any untoward situation (Section 11(4)). The power conferred under
sec. 11(4) is indeed significant. If the Vice-Chancellor believes that a
situation calls for immediate action, he can take such action as he thinks
necessary though in the normal course he is not competent to take that action.
He must, however, report to the concerned authority or body who would, in the
ordinary course, have dealt with the matter. That is not all. His pivotal
position as the principal executive officer also carries with him the implied
power. It is the magisterial power which is, in our view, plainly to be
inferred. This power is essential for him to maintain domestic discipline in
the academic and non-academic affairs. In a wide variety of situations in the
relationship of tutor and pupil, he has to act firmly and promptly to put down
indiscipline and malpractice. It may not be illegitimate if he could call to
aid his implied powers and also emergency powers to deal with all such
for the appellant argued that the express power of the Vice-Chancellor to
regulate the work and conduct of officers of the University implies as well,
the power to take disciplinary action against officers. We are unable to agree
with this contention. Firstly, the power to regulate the work and conduct of
officers cannot include the power to take disciplinary action for their
removal. Secondly, the Act confers power to appoint officers on the Executive
Council and it generally includes the power to remove. This power is located
under sec. 24(1)(xxix) of the Act. It is, therefore, futile to contend that the
Vice-Chancellor can exercise that power which is conferred on the Executive
Council. It is a settled principle that when the Act prescribes a particular
body to exercise a power, it must be exercised only by that body. It cannot be
exercised by others unless it is delegated. The law must also provide for such
delegation. Halsbury's Laws of England (Vol.14th Ed. para 32) summarises these
principles as follows:
Sub-delegation of powers. In accordance with the maxim delegatius non potest delegare,
a statutory power must be exercised only by the body or officer in whom it has
been confided, unless sub-delegation of the power is authorised by express
words or necessary implication. There is a strong presumption against
construing a grant of legislative, judicial or disciplinary power as impliedly authorising
sub-delegation; and the same may be said of any power to the exercise of which
the designated body should address its own mind." The counsel for the
appellant next submitted that the Executive Council in the instant case had
delegated its disciplinary power to the Vice-Chancellor and the Act provides
for such delegation. In support of the contention he relied upon the following
resolution of the Executive Council:
power be given to the Vice Chancellor to take a decision on this question and
the Vice-Chancellor informed the Executive Council that he will take decision
in about a monthOn this decision, Shri Gangadhar Pathrikar gave his opinion
that the Executive Council should take a decision on the note dated 16.1. 1979
submitted by him and other two members and since it was not accepted, he does
not agree with the above decision." This resolution, in our opinion, is
basically faulty at least for two reasons. It may be recalled that the
Executive Council without considering the report of Mr. Chavan, wanted the
Vice-Chancellor to take a decision thereon. It may also be noted that the
Vice-Chancellor was present at the meeting of the Executive Council when the
resolution was passed. He was given "full power to take a decision"
which in the context, was obviously on the report of Mr. Chavan, and not on any
other matter or question. He said that he would take a decision in about a
month. In our opinion, by the power delegated under the resolution, the
Vice-Chancellor could either accept or reject the report with intimation to the
Executive Council. He could not have taken any other action and indeed, he was
not authorised to take any other action.
other infirmity in the said resolution goes deeper than what it appears. The
resolution was not in harmony with the statutory requirement. Section 84 of the
Act provides for delegation of powers and 466 it states that any officer or
authority of the University may by order, delegate his or its power (except
power to make Ordinance and Regulations) to any other officer or authority
subject to provisions of the Act and Statutes.
24(1)(xii) provides for delegation of power by the Executive Council. It states
that the Executive Council may delegate any of its power (except power to make
Ordinances) to the Vice-Chancellor or to any other officer subject to the
approval of the Chancellor. (underlying is ours). The approval of the
Chancellor is mandatory. Without such approval the power cannot be delegated to
record does not reveal that the approval of the Chancellor was ever obtained.
Therefore, the resolution which was not in conformity with the statutory
requirement could not confer power on the Vice-Chancellor to take action
against the respondent.
takes us to the second contention urged for the appellants. The contention
relates to the legal effect of ratification done by the Executive Council in
its meeting held on December 26/27, 1985. The decision taken by the Executive
Council is in the form of a resolution and it reads as follows:
the issues, the Executive Council resolved as follows:
Executive Council at its meeting held on March 22, 1979, had by a resolution
given full authority to the Vice Chancellor for taking further proceedings and
decision in both the cases of the defaulting officers.
exercise of above authority, the Vice-Chancellor appointed an Inquiry Officer
and as suggested by the Inquiry Officer issued Show Cause notices, obtained
replies from the Officers and lastly issued orders for terminating their
XXX XXX XXX It was further resolved that-(i) There has been no inadequacy in
the proceedings against both the officers;
The punishment ordered against both the officers is commensurate with the
defaults and allegations proved 467 against both the officers; and (iii) The
Executive Council, therefore, wholly, endorses the actions taken by the then
Vice-Chancellor against both the officers." By this resolution, we are
told that the Executive Council has ratified the action taken by the
Vice-Chancellor. Ratification is generally an act of principal with regard to a
contract or an act done by his agent. In Friedman's Law of Agency (Fifth
Edition) chapter 5 at p. 73, the/principle of ratification has been explained:
the 'agent' does on behalf of the 'principal' is done at a time when the
relation of principal and agent does not exist: (hence the use in this
sentence, but not in subsequent ones, of inverted commas).
agent, in fact, has no authority to do what he does at the time he does it.
Subsequently, however, the principal, on whose behalf, though without whose
authority, the agent has acted, accepts the agent's act, and adopts it, just as
if there had been a prior authorisation by the principal to do exactly what the
agent has done. The interesting point, which has given rise to considerable
difficulty and dispute, is that ratification by the principal does not merely
give validity to the agent's unauthorised act as from the date of the
ratification: it is antedated so as to take effect from the time of the agent's
act. Hence the agent is treated as having been authorised from the outset to
act as he did.
is 'equivalent to an antecedent authority' ." In Bowstead on Agency (14th
Ed.) at p. 39) it is stated:
act whether lawful or unlawful, which is capable of being done by means of an
agent (except an act which is in its inception void) is capable of ratification
by the person in whose name or on whose behalf it is done ..... The words
"lawful or unlawful", however, are included primarily to indicate
that the doctrine can apply to torts. From them it would follow that a
principal by ratification may retrospectively turn what was previously an act
wrongful against the principle, e.g. an unauthorised sale, or against a third
party, e.g. a wrongful distress, into a legitimate one; or become liable for
the tort of another by ratifying." 468 These principles of ratification,
apparently do not have any application with regard to exercise of powers
conferred under statutory provisions. The statutory authority cannot travel
beyond the power conferred and any action without power has no legal validity.
It is ab initio void and cannot be ratified.
counsel for the appellant, however, invited our attention to the case of Parmeshwari
Prasad Gupta v. The Union of India,  1 SCR 304. It was a case of termination of services
of the Secretary of a Company. The Board of Directors decided to terminate the
services of the Secretary. The Chairman of the Board of Directors in fact
terminated his services. Subsequently, in the meeting of the Board of Directors
the action taken by the Chairman was confirmed. In the suit instituted by the
Secretary challenging the termination of his services, the Court upheld on the
principle that the action of the Chairman even though it was invalid initially,
could be validated by ratification in a regularly convened meeting of the Board
of Directors. Mathew, J. while considering this aspect of the matter, observed
[at pp. 307 and 308] "Even if it be assumed that the telegram and the
letter terminating the services of the appellant by the Chairman was in
pursuance to the invalid resolution of the Board of Directors passed on
December 16, 1953 to terminate his services, it would not follow that the
action of the Chairman could not be ratified in a regularly convened meeting of
the Board of Directors. The point is that even assuming that the Chairman was
not legally authorised to terminate the services of the appellant, he was
acting on behalf of the Company in doing so, because, he purported to act in
pursuance of the invalid resolution. Therefore, it was open to a regularly
constituted meeting of the Board of Direction to ratify that action which,
though unauthorised, was done on behalf of the Company. Ratification would
always relate back to the date of the act ratified and so it must be held that
the services of the appellant were validly terminated on December 17, 1953. The appellant was not entitled to
the declaration prayed for by him and the trial court as well as the High Court
was right in dismissing the claim." These principles of ratification
governing transactions of a company where the general body is the repository of
all powers not be 469 extended to the present case. We were also referred to
the decision of the Court of Appeal in Barnard v. National Dock Labour Board,
 1 All Eng. Law Reports 1113 and in particular the observation of Denning
L.J., (at 1118 and 1119):
an administrative function can often be delegated, a judicial function rarely
can be. No judicial tribunal can delegate its functions unless it is enabled to
do so expressly or by necessary implication. In Local Government Board v. Arlidge
(2) the power to delegate was given by necessary implication, but there is
nothing in this scheme authorising the board to delegate this function and it
cannot be implied. It was suggested that it would be impracticable for the
board to sit as a board to decide all these cases, but I see nothing
impracticable in that. They have only to fix their quorum at two members and
arrange for two members, one from each side, employers and workers, to be
responsible for one week at a time.
it was suggested that, even if the board could not delegate their functions, at
any rate they could ratify the actions of the port manager, but, if the board
have no power to delegate their functions to the port manager, they can have no
power to ratify what he has already done. The effect of ratification is to make
it equal to a prior command, but as a prior command, in the shape of
delegation, would be useless, so also is a ratification." These
observations again are of little assistance to us since we have already held
that there was no prior delegation of power to the Vice-Chancellor to take
disciplinary action against the respondent. There was no subsequent delegation
either. Therefore, neither the action taken by the Vice-Chancellor, nor the
ratification by the Executive Council could be sustained.
result, the appeal fails and is dismissed with costs.