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Issues Involved:
1. Jurisdiction of civil court to appoint a chairman for a company meeting. 2. Validity of the plaintiffs' prayers for reliefs. 3. Allegations of forgery and mismanagement. 4. Appointment of a receiver for the company's documents. Detailed Analysis: Jurisdiction of Civil Court to Appoint a Chairman for a Company Meeting: The primary legal issue was whether the civil court has inherent jurisdiction to appoint a chairman to conduct a company meeting already called by the company. The court examined the provisions of the Companies Act, 1956, and the articles of association of the company. Article 75 and 76 of the articles of association provide for the chairman of the board or a director to chair the meetings. The Companies Act, 1956, specifically empowers the Company Law Board to convene meetings under certain circumstances but does not grant such powers to civil courts. The court referred to the Supreme Court judgment in R. Rangachari v. S. Suppiah, which overruled the earlier view that courts could appoint an independent chairman under section 186 of the Act. The court concluded that it has no inherent jurisdiction to appoint a chairman for the company meeting, as such power must be explicitly conferred by statute. Validity of the Plaintiffs' Prayers for Reliefs: The plaintiffs sought several reliefs, including a declaration that certain defendants were not entitled to chair the meetings and the appointment of a receiver for the company's documents. The court found that prayer (b) of the plaint, seeking a declaration that certain defendants could not chair the meetings, was unmaintainable in law. The court held that such a declaration could not be sought as it was not within the court's power to disqualify individuals from chairing meetings based on hypothetical future scenarios. Regarding prayer (a) of the plaint, which sought a money decree, the court found no nexus between this prayer and the interim reliefs sought, thus rendering the interim reliefs unjustifiable. Allegations of Forgery and Mismanagement: The plaintiffs alleged that proxies had been forged by the defendants and that there was mismanagement in settling a claim related to the Doha project. The court noted that these allegations were strongly denied by the defendants and were based on unproven assertions. The court emphasized that such serious allegations required proper evidence and could not be resolved at the interim stage. The court held that if the plaintiffs persisted with these allegations, they would need to be substantiated with evidence in appropriate proceedings. Appointment of a Receiver for the Company's Documents: The plaintiffs sought the appointment of a receiver for all the books of account, papers, and documents of the first defendant company, including those related to the Doha arbitration claim. The court found no merit in this request, noting that the allegations of siphoning funds were based on conjecture and lacked substantial evidence. The court referred to the Supreme Court judgment in Padam Sen v. State of Uttar Pradesh, which held that courts have no inherent power to appoint a commissioner to seize account books based on mere apprehensions. The court concluded that no case was made out for the appointment of a receiver. Conclusion: 1. The court held that it has no inherent jurisdiction to appoint a chairman for a company meeting already convened by the company. 2. The plaintiffs' prayer for a declaration that certain defendants could not chair the meetings was found to be unmaintainable in law. 3. Allegations of forgery and mismanagement were deemed unproven and required proper evidence for resolution. 4. The request for the appointment of a receiver for the company's documents was denied due to lack of substantial evidence and legal justification. The notice of motion was dismissed with costs, and the plaintiffs were directed to pay Rs. 3,000 towards the cost of the notice of motion.
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