9911796707
TMI Blog1995 (12) TMI 333X X X X Extracts X X X X X X X X Extracts X X X X ..... company. The respondent sought for a declaration that the said rejection is illegal and mala fide. The respondent has also prayed for a declaration that the company is not entitled to transact the subject mentioned as item 7 in the notice for the annual general body meeting. The said item is to confirm the co-option of Sri K. Divakar as director in the vacancy caused by the death of K. Kumarasami, ex-director and Legal Advisor. Items 7 and 8 are shown under the caption special business . According to the respondent, the subject cannot be discussed in the annual general body meeting without complying with the provisions of article 34 of the articles of association of the company. The third prayer in the suit is for injunction restraining ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the appellant fairly stated that the date fixed for the annual general body meeting having already passed, several of the contentions, which he wanted to urge, have become academic and it is not necessary for this court to consider the same. However, he stressed three of the contentions for our consideration. 4. The first is, that the view expressed by the learned Single Judge that the entire meeting should not be permitted to go on, there cannot be two annual general body meetings and if an injunction is granted, it should be with reference to the entire meeting and not in respect of a part thereof. The learned counsel submitted that if it is taken as a decision on the proposition of law, it will cause undue hardship and even bring ab ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ppellant that the view expressed by the learned judge would amount to a general proposition of law in the abstract. We do not understand the view expressed by the learned judge in that manner. In our opinion, he has only expressed a view with reference to the facts in this case and it cannot be treated as a precedent in other matters. 6. The second condition of the learned counsel is that the learned judge is in error in characterising the rejection of the nomination as illegal and mala fide. It is submitted by him that the contention of the respondent is disputed by the appellant and without any evidence on record, it cannot be held that the action of the appellant is illegal and mala fide. Insofar as mala fides are concerned, we ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his Act, be eligible for appointment to the office of director at any general meeting, if he or some member intending to propose him has, not less than 14 days before the meeting, left at the office of the company a notice in writing under his hand, signifying his candidature for the office of director or the intention of such member to propose him as a candidate for that office, as the case may be, along with a deposit of five hundred rupees which shall be refunded to such person, or, as the case may be, to such member, if the person succeeds in getting elected as a director." 8. The section does not prescribe any hour as time-limit on a particular date. According to the section, the nomination should be filed not less than 14 days bef ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er of the learned judge reads as if that the respondent is to be treated as a candidate automatically, because of what has happened already. We are unable to accept this contention, as no such view has been expressed by the learned judge. The learned judge has only given liberty to the appellant to hold the annual general meeting after rectifying the defects, pointed out by him in the order. In fact, learned counsel for the respondent submits that the respondent is bound to comply with the provisions of section 257, if he wants to submit himself as a candidate in the election to be held hereafter. 10. Though the learned judge has not said so, in his order, the decretal order drafted by the office reads as if the candidature of the respo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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