9911796707
TMI Blog1958 (7) TMI 20X X X X Extracts X X X X X X X X Extracts X X X X ..... se "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. . . ." It is to be observed that the section opens with the words "If for any reason," and therefore it follows that the section is intended to have, and, indeed has by reason of its language, a necessarily wide scope. The next words are "... it is impracticable to call a meeting of a company . . . ." The question then arises, What is the scope of the word "impracticable" ? It is conceded that the word "impracticable" is more limited than the word "impossible" ; and it appears to me that the question necessarily raise ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at on the true construction of the section, there is nothing to prevent the court intervening in a proper case and where the application before it is opposed by other shareholders. It is interesting to see that the registrar, having made the observation which I have quoted as to the absence of any authority for the proposition that an order could be made under the section in face of opposition, goes on to say : " . . . and I do not consider that under the circumstances of this case the court ought to exercise its discretion by making such an order." What, as I read his judgment, really operated in his mind was this, that the two respondents had the power to prevent the desired meeting being held and, as he puts it in one passage of his ju ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o from their directorships, notwithstanding that under the terms of the contract by which their respective rights are governed the two respondents are entitled to prevent the applicant from removing them at a meeting requisitioned by him." Later, referring to an argument which had been put before him by Mr. Cohen on behalf of the applicant, namely, that the applicant, as a majority shareholder, is entitled to remove the personal respondents from the board under section 184, and that the court would be stultifying the applicant's statutory powers if he refused to make the order which was asked for, the registrar said this : "I cannot accept that proposition as correct. His power of removing a director under section 184 is limited to doing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... because if the court were to refuse the application it would be depriving the applicant of a statutory right, which, through the company, he his entitled to exercise under section 184(1), to remove the respondents as directors; secondly (and I think this is a proper matter to take into account as part of the reasons for deciding to exercise my discretion), the evidence disclosed that the respondents are failing to perform their statutory duty to call an annual general meeting. The period within which they should have held an annual general meeting expired at some date in October, 1957. Their excuse in the evidence that there would be no use in convening and holding an annual general meeting, because the accounts for the first period of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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