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Issues Involved:
1. Legality of the annual general meeting held on 22-3-1999. 2. Validity of the resolutions adopted at the board meetings on 27-6-1999 and 16-7-1999. 3. Locus standi of plaintiff Nos. 2 to 5 to file the suit. 4. Non-joinder of necessary parties. 5. Interim relief and status quo orders. Detailed Analysis: 1. Legality of the Annual General Meeting Held on 22-3-1999: The plaintiffs challenged the legality of the annual general meeting purportedly held on 22-3-1999, alleging that it was invalid as it was postponed by a subsequent public notice dated 13-3-1999, ratified by a board meeting on 8-6-1999. The court noted that the notice for postponement was issued by the same person who initially notified the meeting, leading shareholders to reasonably act upon the postponement notice. The court found that the meeting was held at a different venue without proper notice, and no individual notices were sent. The attendance sheet presented by the defendants was deemed unreliable. Consequently, the court held that the annual general meeting allegedly held on 22-3-1999 was prima facie invalid and illegal, making the appointment of four additional directors also prima facie illegal. 2. Validity of the Resolutions Adopted at the Board Meetings on 27-6-1999 and 16-7-1999: For the board meeting on 27-6-1999, the court found that notice was sent by fax to plaintiff No. 2 after office hours on 26-6-1999, making it impractical for him to attend the meeting. No notice was served upon plaintiff No. 3, who was out of Calcutta. The court held that the meeting was invalid due to unreasonably short notice and lack of proper service, and the participation of outsiders invalidated the quorum. Regarding the board meeting on 16-7-1999, the court found that it was also invalid due to the participation of the four additional directors whose appointments were not valid. The meeting was not held in a congenial atmosphere, and decisions taken without fair and proper deliberation were deemed non-binding. 3. Locus Standi of Plaintiff Nos. 2 to 5 to File the Suit: The court examined the locus standi of plaintiff Nos. 2 to 5, who were appointed by the Reserve Bank of India under the Banking Regulation Act. Their appointments were not overturned by any court, and they were discharging their duties to protect the interests of the bank, depositors, and the public. The court held that they had the locus standi to bring the action on behalf of the bank and in their individual capacity, as their appointments were under statutory authority and not subject to the provisions of the Companies Act. 4. Non-Joinder of Necessary Parties: The court addressed the objection regarding the non-joinder of the four additional directors appointed at the disputed annual general meeting. It was found that their appointments were prima facie illegal, and the suit could not fail due to their non-joinder. The court ordered their inclusion as necessary parties to the suit, allowing for the amendment to be carried out within four weeks. 5. Interim Relief and Status Quo Orders: The court confirmed the interim order passed on 20-7-1999, maintaining the status quo regarding the resolutions adopted at the disputed meetings. The court vacated the interim order affecting the Union of India, allowing lawful actions by the Reserve Bank of India, including amalgamation, to proceed without court interference. The applications for vacating the interim orders (G.A. Nos. 3430 and 4131 of 1999) were dismissed, and the interim orders subsisting thereon were vacated. Additional Judgments: For G.A. No. 3592 of 1999 in connection with Suit No. 452 of 1999, the court transposed plaintiff No. 1 to the category of defendant, finding that plaintiff No. 2 had no authority to use the bank's name. The suit required trial, and no interim order was passed. For G.A. No. 3466 of 1999 in Civil Suit No. 452 of 1999, the court found no grounds for an interim order and dismissed the application. Costs: The costs of the applications were directed to be costs in the cause.
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