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TMI Blog1951 (3) TMI 13X X X X Extracts X X X X X X X X Extracts X X X X ..... annual general meeting of the company for 31st December, 1950, by notice dated 14th December 1950. On 26th December, 1950, one Mrs. Ananthalakshmi Ammal, a shareholder of the company, who is the appellant before us, filed an application (No. 4988 of 1950) on the original side of this Court for the appointment of an independent chairman to hold and conduct the annual general meeting to be held on 31st December, 1950, with power to scrutinize all the proxies and record the proceedings of the meeting. The application first came up before the Judge sitting |n the Christmas vacation (one of us, Somasundaram, J.) who made an interim order on 27th December, 1950, adjourning the meeting to 28th January, 1951, and posting the application for final ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h January, 1951. The learned Judge was not satisfied that the first of the reasons, namely, the issue of a circular by Mr. Ramachandran was sufficient to grant an adjournment of the meeting. The learned Judge, however, considered that the second reason which had been subsequently put forward in the further affidavit was more substantial. He thought that the shareholders must be given due notice of the appointment of an independent chairman by the Court. He thought it better to issue fresh notice giving 14 days time, intimating that a chairman had been appointed to preside over the meeting with power to scrutinize the proxies. Objection was taken on behalf of the appellant before us that the Court had no power to adjourn the meeting, but thi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rned by the Court to 28th January, 1951, that should be the material date. On behalf of the managing director, it was contended that having regard to the provisions of section 79(1)( e ) of the Indian Companies Act (hereinafter referred to as the Act) there could be no such discrimination among the shareholders and that all shareholders would be entitled to take part whether their names have been in the list for two months prior to the date of the meeting or not. The learned Judge was of the opinion that it was not open to the company to go behind the articles of association; but he thought it was not necessary for the purpose of the application to give any finding on the question. In the end he directed the meeting scheduled to take place ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... because of his prior order of the 24th January, 1951, the learned Judge held that it was necessary to adjourn the meeting, which he did to 4th March, 1951. It is against this order Mrs. Ananthalakshmi Animal the. shareholder, has filed the above appeal. A preliminary objection was taken on behalf of the company by its managing director, that the appeal was not maintainable as the conditions of Order 47, rule 7, of the Civil Procedure Code were not fulfilled. According to that rule, an order granting an application for review could be objected only on the ground that the order was in contravention of the provisions of rule 2 or rule 4 or that the application for review was barred by limitation and there was no sufficient cause. This objec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d which had not been assigned in the affidavit originally filed along with the application. With respect to the learned Judge, we are unable to imagine why the shareholders must be given due notice of the fact that the court had appointed an independent chairman before they could take part in the meeting. The appointment of an independent chairman which does not affect their rights in any manner cannot have any possible effect on the way in which they should cast their votes. The meeting must of course have a chairman and it does not matter in the least to the shareholders, if the chairman happens to be a chairman appointed by this Court. It is most undesirable that the meeting fixed for a particular date should be adjourned on this insubst ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the effect that additional qualifications should be satisfied before a shareholder can exercise his right to vote. We are inclined to think that this provision which was inserted by the amending Act of 1936 was designed to prevent the denial to shareholders duly brought on the register of the full exercise of their rights as shareholders which would include the right to vote. Now, what is the position? The annual general meeting was originally called for 31st December, 1950. It was thereafter adjourned to 28th January, 1951, by the court and it was not contended before us that the court had no power to adjourn the meeting. The meeting so adjourned had not till now been held but is being adjourned from time to time. Now, Article 26 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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