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TMI Blog1987 (8) TMI 362X X X X Extracts X X X X X X X X Extracts X X X X ..... he Majestic Kuries and Loans (P.) Ltd., High Road, Trichur, a company incorporated under the Companies Act for the conduct of kuries worth about Rs. 10 crores. There are 25 shareholders. Plaintiffs in both the cases are shareholders of the company. The fourth annual general meeting of the company was held on October 12, 1985. Thereafter, there were some disputes. There was a request to convene an extraordinary general meeting. The right of the second defendant to continue as chairman of the company was also disputed. So also some of the members contended that defendants Nos. 3 and 4 in 0. S. No. 728 of 1986 are not shareholders. It was for these purposes that a request was received to convene an extraordinary annual general meeting. The board of directors instead of holding an extraordinary annual general meeting decided to hold the fifth annual general meeting itself on August 28, 1986. Last and sixth item in the agenda of that meeting was removal of the second respondent from the board of directors. When the board of directors issued notice to convene the fifth annual general meeting on August 28, 1986, one shareholder filed 0. S. No. 728 of 1986 for an injunction directing the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he former board of directors filed O. S. No. 982 of 1986 before the Subordinate Judge, Trichur, and filed I. A. No. 2511 of 1986 for injunction against the board of directors elected on September 4, 1986. An ex parte order of injunction was obtained on that application. C.M.A. No. 108 of 1986 filed by the defendants in that case was allowed by the District Judge and the matter was remanded. That was also by the same common order by which C. M. A. Nos. 92 and 127 of 1986 were disposed of. I was told that another revision petition has been filed against the order of remand. In C. M. A. Nos. 92 and 127 of 1986, the learned District Judge did not come to any conclusion on merits. The District Judge' found that the validity of the annual general meeting held on September 4, 1986, is a matter to be decided in the suit. At the same time, a commissioner was ordered to be appointed for holding the fifth annual general meeting. The two questions that arise for consideration, on the basis of the arguments addressed before me, are : (1) Whether the annual general meeting held on September 4, 1986, and the decisions taken therein are valid, and (2) Whether the direction given by the Distr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g on such other day and at such other time and place as the board may determine. In my opinion, the operation of the second part of sub-section (4) comes into play only when the meeting is adjourned by the board of directors to be convened on any particular day and time at any particular place on the date of the meeting itself or at any rate before the commencement of the same day in the next week. If no such date is fixed before that time limit, the first part of sub-section (4) automatically operates and the convening of the meeting on the same day in the next week at the same time and place is nothing but legal and proper. Therefore, on that ground, the validity of the meeting held on September 4, 1986, cannot be challenged. So far as the second defendant is concerned, the injunction was only against himself presiding over the meeting. But defendants Nos. 3 and 4 were restrained from participating in the meeting. Whether, on that ground, the meeting held on September 4, 1986, is invalid or not is a matter that could be decided only by the final decision of the suit. There is a contention that on account of the contravention of some provisions of the articles of association, de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies (Court) Rules are only in favour of the company courts. What that rule says is that nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the court to give such directions or pass such orders as may be necessary for the ends of justice or to prevent abuse of the process of the court. Exactly those are the powers saved under section 151 of the Code in favour of civil courts. Inherent powers cannot be invoked when express provisions are there. In the Companies Act, there are express provisions for reliefs and the authorities are also provided. Section 167 authorises the Central Goyernment for convening meetings in certain contingencies and section 186 authorises the Company Law Board. Under the proviso to section 166, the Registrar is also given power to extend time under certain contingencies. Under such circumstances, it may not be proper to contend that the meetings could be convened by the civil court in exercise of the inherent powers. In Nungambakkam Dhana-rakshaka Saswatha Nidhi Ltd. v. Registrar of Companies [1972] 42 Comp Cas 632, the Madras High Court said that the inherent power of the court cannot be invoked where express p ..... X X X X Extracts X X X X X X X X Extracts X X X X
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