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Issues Involved:
The judgment involves the legality of a requisition dated April 6, 1992, made by certain members of a company, an extraordinary meeting held based on the requisition, and the resolutions passed therein. Qualifying Shareholding: The first issue addressed in the judgment is whether the requisitionists held the required number of shares as per section 169 of the Companies Act, 1956. The requisitionists collectively held share capital exceeding 10% of the paid-up share capital, making them eligible to requisition the meeting. Distinct Matters in Resolutions: The next issue pertains to whether the two resolutions proposed by the requisitionists constituted distinct matters requiring separate shareholding support. The judgment clarifies that each distinct matter must have the support of qualifying shareholders, and in this case, the requisitionists consented to the meeting for both resolutions. Validity of Meeting Proceedings: The crucial question addressed is the validity of the meeting proceedings and the resolutions passed. The judgment explains the procedural requirements under section 169 of the Companies Act, emphasizing the need for special notice for resolutions to remove directors. Failure to provide such notice renders the resolution removing directors invalid. Resolution Censuring Chairman: Regarding Resolution No. 2, which censured the chairman for increasing the number of members illegally, the judgment highlights the lack of clarity on the chairman's personal liability and the intertwined nature of Resolution No. 2 with Resolution No. 1. Both resolutions are deemed invalid as they are part of the same transaction aimed at the board of directors. In conclusion, the meeting was validly requisitioned, but the resolutions passed were deemed illegal and invalid. Respondents were directed to pay the costs of the application to the applicant.
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