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Application under section 79 (3) of the Indian Companies Act for an order to call a meeting of the company. Analysis: The petitioners, shareholders of the company, seek court intervention as they find it impracticable to call a meeting or conduct it as per the company's articles or the Companies Act. The dispute arises from quarrels among the majority shareholders, leading to multiple lawsuits regarding the appointment of directors and the dissolution of the managing agency firm. The necessity for a meeting is evident from the notice given by one of the directors, Birendra, highlighting various crucial agenda items, including the appointment of managing agents, increasing the number of directors, and deciding the registered office location. Despite opposition, it is acknowledged that a meeting is essential for the company's proper functioning. The term "impracticable" is interpreted in line with the common-sense approach, as stated in Commissioner, Lucknow Division v. The Deputy Commissioner of Pratabgarh, emphasizing the need for a reasonable perspective. The absence of a managing agent due to the dissolved firm complicates the convening of a meeting as per the company's articles. While the opposing party argues that the directors can call a meeting, citing specific articles granting them powers akin to managing agents, the court finds discrepancies in the appointment process, casting doubts on the validity of the current board's actions. Considering the ongoing litigation and the lack of clarity regarding the valid directors, the court deems it inappropriate to rely on the existing board to call a meeting, fearing further complications and prejudice to the company's interests. The court rejects the argument against interference in the company's internal management, emphasizing the need for a structured approach to resolve the existing disputes and ensure the company's smooth operation. Ultimately, in light of the circumstances and the parties' agreement on the necessity of a meeting, the court decides to intervene under section 79 (3) of the Indian Companies Act to facilitate the orderly conduct of a company meeting.
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