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1991 (11) TMI 211

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..... tions at the said meeting as null and void. Section 166(2) of the Companies Act reads as under : "166. (2) Every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday and shall be held either at the registered office of the company or at some other place within the city, town, or village in which the registered office of the company is situated : Provided that the Central Government may exempt any class of companies from the provisions of this sub-section subject to such conditions as it may impose : Provided further that : ( a )a public company or a private company which is a subsidiary of a public company, may by its articles fix the time for its annual general meetings and .....

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..... tered office is situated if it is more convenient to its shareholders. That circular is produced along with part of that circular which reads as follows : "Section 166(2) may be taken to mean both the postal limits and local limits of the city in which the registered office of the company is situated and where the two do not coincide, the wider of the two. A company can, therefore, hold its annual general meeting at any place within the postal limits of the city in which its registered office is situated, if it is more convenient to its shareholders." It is further submitted that the Senior Superintendent of Post Offices, Surat Division, Surat, has confirmed by letter dated June 6, 1990 (page 26), that the situation of the registered of .....

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..... ion of section 166(2) of the Companies Act. The respondent-company has also raised a preliminary contention that the High Court is a court of special jurisdiction in the matter of the Companies Act and its jurisdiction is limited to certain matters specified under the Companies Act and there is no general jurisdiction over any matter arising under the Companies Act. For the purpose of the preliminary objection, I will proceed on the allegation and assumption that there is violation of section 166(2) of the Companies Act and examine the question as to whether the High Court has jurisdiction to grant any relief or pass any orders. In the application, the only provision cited is section 166 of the Companies. Act and the judge's summons is .....

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..... e applicant that the civil court has no jurisdiction in respect of this matter or that the jurisdiction of the civil court is implicitly barred. According to the respondent, it is only the civil court which has the jurisdiction. According to the applicant, the jurisdiction would be concurrent both in the civil court as well as in the High Court. Under the Companies Act, several kinds of questions and matters arise and it is not that all matters are within the jurisdiction of the Central Government, some are within the jurisdiction of the Company Law Boards, some are within the jurisdiction of the Companies Tribunal. It is, therefore, not a correct proposition of law that with respect to any matter relating to a company in a State, the Hig .....

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..... dy of jurisdiction of the civil court would remain and this will fall within the second class of the cases referred to above. In view of the above, it is to be held that the High Court has no jurisdiction in the absence of any specific provision to pass orders in respect of the alleged breach of section 166(2) of the Companies Act in the present proceedings which is only for the purpose of section 166(2). In view of the above finding, it would not be necessary to decide as to whether in fact and in law, there is any breach of the provisions of section 166(2) and even if there is such a breach, whether it has any nullifying effect on the meeting held in the peculiar circumstances and the knowledge and guidance that was obtained by the co .....

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