9911796707
TMI Blog1975 (3) TMI 80X X X X Extracts X X X X X X X X Extracts X X X X ..... ubscribed capital is Rs. 1,2,62,120 of which shares of the value of Rs. 58,980 have been forfeited. The company was started with the object of establishing and running a paper mill. The company owns and is now running a paper mill at Bhadravathi in the State of Karnataka. The 39th annual general meeting of the company was held on September 30, 1974. On that day two directors had to be elected in the place of two retiring directors. The meeting also had to consider certain resolutions for removing some directors and for electing some others in their place and to elect three additional directors. According to the appellant, at the commencement of the meeting, an advocate of this court brought to the notice of the chairman and members present at the meeting that the meeting could not be proceeded with in view of an order of injunction issued by a court at Calcutta and ignoring the said order the meeting was held. It is alleged that there was disturbance at the meeting and that the election of the directors was irregular for various reasons. He, therefore, along with some other shareholders served on the company a notice under section 169 of the Act on November 23, 1974, requesting the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rao Ramaswamy. (11) Resolved to increase the strength of the board from the existing number of 9 to 12. (12) Resolved to appoint Sri S. Srinivasan as a director of the company in the vacancy caused by the increase in the strength of the board. (13) Resolved to appoint Sri. Ram S. Tarneia as a director of the company in the vacancy caused by the increase in the strength of the board. And (14) Resolved to appoint Dr. S. L. Keshwani as a director of the company in the vacancy caused by the increase in the strength of the board." In reply to the said notice, the appellant received from the secretary of the company a telegram dated December 11, 1974, on December 12, 1974, and a letter dated December 12, 1974, stating that the meeting could not be convened in accordance with the notice of the appellant and others served on the company on November 23, 1974, as the subjects to be discussed of which notice had been given were the subject-matter of litigation in some courts. The appellant along with other requisitionists, therefore, convened an extraordinary general meeting under section 169(6) of the Act, the notice of which was given through the medium of advertisements in newspa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny further alleged that it was served with an order of the court of munsiff at Howrah on November 22, 1974, restraining it from holding any annual general meeting or any other general meeting until further orders from that court, that the said proceedings and other proceedings in a court at Bangalore had been filed by Jalans referred to above and their associates (including the appellant) as they failed to succeed in getting sufficient support for the candidates put up by them at the election held on September 30, 1975. The company had informed the requisitionists of the extraordinary general meeting that it could not convene the meeting as desired by them because of the order of temporary injunction issued in a suit filed by Balakrishna Jalan, Civil Suit No. 146 of 1974, on the file of the Fifth Munsiff, Howrah, restraining the company from holding any general meeting. It was stated that the chairman who was an officer of the State Government was not in any way disqualified from acting as chairman of any general meeting. Several other allegations made by the appellant were also traversed in the course of the statement of objections. After hearing the parties, the learned single ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 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. " The prayer made by the appellant in the petition filed by him is very restricted. He has only prayed for the appointment of an advocate as the chairman of the proposed meeting and for a direction to the company to make all the necessary books and records available to the advocate appointed as chairman to facilitate the holding of the meeting. There is no prayer for ordering a meeting of the company to be called. The question is whether, on the facts and in the circumstances of this case, the relief prayed for can be granted in the absence of a prayer to order a meeting of the company to be called in such manner as the court thinks fit. It is not disputed that in Civil Suit No. T.S. 146 of 1974, on the file of the court of the Fifth Munsiff, Howrah, an order of temporary injunction has been passed restraining the company from "holding the annual general meeting or any general meeting on September 30, 1974, or any ot ..... X X X X Extracts X X X X X X X X Extracts X X X X
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