9911796707
TMI Blog1951 (2) TMI 8X X X X Extracts X X X X X X X X Extracts X X X X ..... ese terms: "If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called or to conduct the meeting of the company in manner prescribed by the Articles or this Act, the court may, either of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in such manner as the court thinks fit, and where any such order is given may give such ancillary or consequential directions as it thinks expedient and any meeting called, held and conducted in accordance with any such order shall for all purposes be deemed to be a meeting of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or any of them was disqualified. It is contened by the Andrew Yule group of directors that in spite of the judgment of the Privy Council, having regard to the regulations of the company, and the events which have happened, those seven directors are no longer directors of the company and they challenge the right of the other group of directors to attend any meetings of the board. It is, on the other hand, asserted by the other group (hereinafter referred to as the Bajoria group) that they are still the directors in spite of the articles for rotation of directors (article 121) because they should be deemed to have retired and to have been re-elected in accordance with the provisions of Article 125. If the contention of the Bajoria group of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... idity of which would be beyond question. If on the materials before me I could even prima facie hold who are the present directors of the company, I would have held that it is not impracticable to call a meeting of the company in accordance with its Articles of Association. In fact, learned counsel for the petitioners agreed that that would be so. Learned counsel for the respondent however submitted that I should not attempt to decide the question on the materials before me and specially as suits are pending where that question along with other questions will have to be decided. The position, therefore, is that the shareholders do not know nor can I say on the materials before me, who are the present directors of the company. Can I in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inarily interfere in the domestic management of the company which must be conducted in accordance with the powers contained in the regulations of the company. But, where, as here, the meeting can be called only by the directors and there is serious doubt and controversy as to who are the directors and where there is possibility that one or other or both the meetings called by the quarrelling groups of directors may be invalid, the shareholders should not be exposed to the uncertainties flowing from the situation and the consequent litigation and it should be held that a position has arisen which makes it "impracticable" for the meeting being called in accordance with the articles. It is true that the "impracticability" contemplated in the s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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