1950 (5) TMI 16

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..... called or to conduct the meeting of the company in the manner prescribed by the articles of the company or the Companies Act. The facts are shortly these. Debesh, Birendra, Tejesh and Bhakta, all brothers, and the majority shareholders have quarrelled. As a resut of the quarrel, several suits have been filed in this court as also in the Jalpaiguri Court. One of the questions raised relates to the validity of the appointment of some of the directors; for example, in Suit No. 220 O.C. of 1949 filed in the Court of the Munsiff at Jalpaiguri, Akhil Bandhu Sarkar and Tejesh Chandra Ghose as plaintiff's claim a declaration that they were duly elected directors at the general meeting of the company held on 26th September, 1949, and that defenda .....

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..... ent of the business of the company. (2)To appoint managing agents of the company under Article 122 of the articles of association and to fix their remuneration and their term of office. (3)To increase the number of directors from 5 to 9. (4)To elect and/or appoint one or more directors as may be found necessary and expedient. (5)To consider and decide where the registered office of the company should be maintained or located. That is the notice of Birendra himself. It does not lie in the mouth of Birendra who is opposing this application to say that there is no necessity of a meeting being called. The question is whether the court should hold that in the circumstances that have happened it is impracticable to call a meeting in t .....

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..... pany form a quorum ; so there is a board which can call a share, holders' meeting. Accordingly it is not impracticable to call a meeting. There is dispute as to whether Satish was co-opted on the date alleged. Mr. Chaudhuri offered to produce the minute book to satisfy me that the co-option took place on that date. I would have given Mr. Chaudhuri time to produce the minute book, but having regard to the other facts of the case, it is not necessary to do so. It is clear that if Akhil and Tejesh were also directors of the company as they claim to be, then Birendra was not the "director for the time being at Jalpaiguri" within the meaning of Article 104. There the requisition in writing signed by him for a meeting for the purpose of co-opting .....

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