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Issues:
1. Dispute over the holding of an extraordinary general meeting of a company. 2. Allegations of irregularities in the appointment and exclusion of a director. 3. Dispute regarding the validity of resolutions passed by the board of directors. 4. Legal interpretation of the term "impracticable" in the context of calling a meeting under section 79(3) of the Companies Act. 5. Applicability of section 78(3) in the context of shareholders calling a meeting. Analysis: 1. The judgment revolves around a dispute concerning the convening of an extraordinary general meeting of a company due to conflicts between shareholders and directors. The court was approached under section 79(3) of the Indian Companies Act to resolve the issue of impracticability in holding the meeting as per the usual procedures. 2. The case involved a director, Mr. Roy Chowdhury, whose appointment was challenged by other directors leading to his exclusion from the board. Disputes arose regarding the validity of his share transfer and qualification as a director, resulting in legal actions and conflicting claims regarding his status within the company. 3. The contesting respondents challenged the legality of resolutions passed by the board during the period of dispute, claiming that Mr. Roy Chowdhury was wrongfully excluded and that subsequent actions of the board were invalid. This led to multiple lawsuits seeking declarations and injunctions related to the board's decisions. 4. The judgment delves into the interpretation of the term "impracticable" in the context of calling a meeting under section 79(3) of the Companies Act. The court considered the practicality and potential consequences of convening a meeting amidst ongoing disputes and litigation, emphasizing the need to avoid further complications and conflicts. 5. The applicability of section 78(3) regarding shareholders' right to requisition a meeting was also debated, particularly in the absence of a valid board of directors to respond to such requisitions. The argument focused on whether the shareholders could call a meeting independently in the absence of a functioning board. In conclusion, the judgment dismissed the appeal, upholding the lower court's decision to order the convening of an extraordinary general meeting due to the impracticability and potential complications associated with the shareholders independently calling a meeting. The legal complexities surrounding director appointments, shareholder disputes, and the interpretation of relevant sections of the Companies Act were thoroughly analyzed and addressed in the judgment.
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