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Issues:
1. Challenge to resolutions passed at extraordinary general meeting. 2. Validity of resolutions passed at the meeting. 3. Applicability of Needle Industries case. 4. Shareholders' rights and interests. 5. Power of the Board of Directors to issue shares. 6. Minority shareholders representation. 7. Exercise of discretion by the learned Judge. 8. Justification for interference with the learned Judge's order. Analysis: The judgment involves appeals against orders related to challenges made by two shareholders, each owning a small percentage of shares in the defendant company, against resolutions passed at an extraordinary general meeting. The shareholders sought injunctions against the company from implementing the resolutions. The learned single Judge dismissed the applications, stating that the shareholders cannot dictate terms to the company regarding share values and do not have the right to interfere with the resolutions passed by the general body. The Judge found no prima facie case for granting injunctions as requested by the shareholders, leading to the dismissal of all four applications before him. Regarding the challenge to the second resolution, the appellant's counsel argued that the resolution aimed at enhancing the promoters' interests was not valid, citing the Needle Industries case precedent. The counsel contended that the explanatory statement under section 173 of the Companies Act should contain all relevant facts for shareholders to make an informed judgment. The appellant argued that the resolution authorizing the issuance of shares to promoters at a low premium would result in significant company losses. However, the Court held that determining potential losses and the application of the Needle Industries case required more evidence and could not be decided at the current stage. The Court also considered the shareholders' representation and the power of the Board of Directors to issue shares. The defendant argued that the plaintiffs, holding minuscule shares, could not represent minority shareholders effectively. The Court noted that the plaintiffs did not challenge the first resolution and benefited from it, thus could not prevent the implementation of the second resolution. The Court found that the resolution fell under a special provision allowing the Board to make allotments, and the economic reforms aimed to protect the company's interests and consolidate shareholdings. Ultimately, the Court decided not to interfere with the learned Judge's order, as the circumstances indicated that the shareholders could not impede the resolutions passed by the general body. The Court upheld the exercise of discretion by the learned Judge and dismissed the appeals, with no order as to costs.
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