9911796707
TMI Blog1975 (9) TMI 75X X X X Extracts X X X X X X X X Extracts X X X X ..... a few facts from the judgment of the Madras High Court. There were two managing directors of Century Flour Mills Ltd., respondent No. 3. Their names are S/Shri P. Govindaswamy and S.P. Sithambaram. Both of them had been duly appointed as such in the year 1972. They subsequently fell out. In August, 1974, certain shareholders of the company including respondents 1 and 2 lodged a requisition under section 169 of the Act for the calling of an extraordinary general meeting of the company for removal of Govindaswamy. Certain other shareholders lodged a similar requisition for removal of Sithambaram from the post of managing director. Both the requisitions were considered by the board of directors in their meeting held on August 19, 1974. As per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting and hence dismissed the application filed by respondents 1 and 2. O.S. Appeal No. 64/1974 was filed in the High Court under clause 15 of the Letters Patent against the order dated September 11, 1974, of the learned single judge. By an order made on September 12, 1974, a Bench of the High Court stayed the convening of the meeting called to be held on September 14, 1974. It appears that in spite of the service of the order dated September 12, 1974, on September 13, the meeting was held on September 14, 1974. CMP No. 10935/1974 was taken out in the form of a judge's summons under rule 9 of the Companies Court Rules, 1959, to declare the meeting held on September 14, 1974, as void and the resolutions passed therein as illegal and inopera ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... passed in OS Appeal No. 64/1974. Mr. S.V. Gupte, learned counsel for the appellant, urged the following three points in support of the appeal: (1)That power under section 186 of the Act could not be exercised until it was found that it was impracticable to call a meeting of the company other than an annual general meeting and to hold and conduct the meeting in the manner prescribed by the Act or the articles of the company. The court had no jurisdiction merely to appoint a chairman of the meeting without an order for the calling of the meeting. (2)That the High Court was wrong in holding that it was impracticable to hold or conduct the meeting of the company which had already been called. (3)That during the pendency of the appeal in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lanation.-The directions that may be given under this sub-section may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held and conducted in accordance with any such order shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted." It corresponds with slight variation to section 79(3) of the Companies Act, 1913, and section 135 of the English Companies Act, 1948. The plain meaning of section 186 is that the court may order a meeting of the company to be called, held and conducted in such manner as the court thinks fit in any one or more of the following contingencies : (i)If for any reason it is impract ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... clause (a) has got to be for all the three purposes and not merely for holding or conducting of the meeting. In Company Petition No. 85/1974, no prayer was made to the court for an order for the calling of a meeting of the company nor has any such order been made by the High Court in appeal. In our opinion, therefore, the application as presented in the court under section 186 of the Act was not maintainable. No prayer was ever made to the court for an order that a meeting of the company be called. A fresh application, it goes without saying, if necessary, can be made under section 186 of the Act. But then it will have to be made to the authority mentioned in the amended section. For the reasons stated above, we allow this appeal, set as ..... X X X X Extracts X X X X X X X X Extracts X X X X
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