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TMI Blog1975 (9) TMI 75X X X X Extracts X X X X X X X X Extracts X X X X ..... ed. If an order under clause (a) has been made such ancillary or consequential directions as the court thinks expedient could be given under clause (b), including a direction within the meaning of the explanation appended thereto. The language of sub-section (2) further fortifies the above interpretation of sub-section (1) and makes any meeting called, held and conducted in accordance with an order under sub-section (1) to be a meeting of the company duly called, held and conducted. The use of the word "or" in the first part of sub-section (1) may be disjunctive or conjunctive in the manner we have interpreted above. But, undoubtedly, the order under clause (a) has got to be for all the three purposes and not merely for holding or conductin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e meeting was directed to be held at the residence of one of the shareholders of the company instead of its registered office. The shareholders were divided into two factions belonging to the two groups of the managing directors. Apprehending very many difficulties and troubles in the holding and the conduct of the meeting on September 14, 1974. respondents 1 and 2 filed an application under section 186 of the Act, Company Petition No. 85/1974, in the Madras High Court. They prayed to the court to appoint an Advocate-Commissioner as Chairman of the meeting to be held on September 14, 1974, so that the proceedings may be conducted in a regular manner. The only respondent impleaded in the said petition was the company which filed a counter-af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t were heard by a Bench of the High Court presided over by the learned Chief Justice. The Bench allowed CMP No. 10935/1974, put back the parties in the same position as they stood immediately prior to the service of the order dated September 12, 1974, and declared that the meeting held on September 14, 1974, and the resolutions passed thereunder would have no effect whatsoever. By a separate judgment, Appeal No. 64/1974 was also allowed by the Division Bench. It agreed with the single judge as regards the meaning and scope of section 186 of the Act but differed from him on the merits of the case. They appointed an advocate of the court as the advocate-chairman to hold and conduct the meeting and directed that the meeting would take place at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iction of the court under section 186 stood transferred to the Company Law Board by the said amendment. The court, therefore, had no power to make an order under section 186 on March 17, 1975. Since in our opinion the first point urged on behalf of the appellant is well-founded and has to be accepted as correct, neither of the other two points need any determination or answer and we express no opinion in respect of them. Section 186 of the Act, as it stood at the relevant time, reads as follows: " Power of court to order meeting to be called. (1) If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for any reason it is impracticable to hold the meeting of the company in the manner prescribed by the Act or the articles. ( iii )If for any reason it is impracticable to conduct the meeting of the company in the same manner. On the occurring of any one or more of the said contingencies the court has to order the calling of a meeting of the company and its holding and conducting in such manner as the court thinks fit. The use of the word "and" between the words "held" and "conducted" in clause ( a ) of sub-section (1) clearly shows that the court has no power to make any order regarding the holding and conducting of any meeting which has already been called without ordering a meeting of the company to be called in place of the meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X
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