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Issues:
- Appointment of an independent chairman for the annual general meeting. - Validity of the chairman elected by the board of directors. - Disputes among shareholders. - Court's jurisdiction to appoint a chairman for the meeting. Analysis: The judgment concerns an appeal against an order directing the directors of a company to hold an annual general meeting. The appellant, a shareholder, sought the appointment of an independent chairman for the meeting. The court noted that while the company's articles specified the chairman of the board of directors to preside, no valid election or regulations were in place. The court highlighted the lack of a permanent chairman and the presence of factions among shareholders, indicating the need for an independent chairman. The court found that the appointment of a chairman by the court was within its jurisdiction, as supported by relevant legal provisions. The court acknowledged an extraordinary meeting held earlier and refrained from commenting on its proceedings. However, it noted objections raised regarding the rejection of proxies by the chairman nominated by the company. Emphasizing the importance of electing directors as a significant agenda item, the court deemed it necessary for an independent chairman to oversee the meeting. The respondent objected to court intervention in appointing a chairman, but the court justified its authority under relevant statutory provisions allowing for directions on meeting conduct. In modifying the lower court's order, the High Court directed the appointment of an advocate as the chairman for the meeting. The appointed advocate would preside over the meeting and scrutinize the proxies deposited in accordance with the company's Articles of Association. This decision aimed to ensure fair and impartial conduct of the meeting, considering the contentious issues and lack of a validly elected chairman within the company.
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