TMI Blog1951 (1) TMI 26X X X X Extracts X X X X X X X X Extracts X X X X ..... he shareholders and the directors of the company in question it was impracticable to hold an extraordinary general meeting and therefore application was made to the court for the convening of such a meeting under the directions of the court. The learned Judge having considered the whole of the matter came to the conclusion that it was impracticable to call a meeting of the company in any manner in which the meetings of that company might be called in accordance with the articles or the Companies Act. The paid up capital of this company is Rs. 4,59,420 of which the contesting respondents hold Rs. 3,66,000. The last annual general meeting of the company was held on December 23,1949, and, thereafter the board of directors consisted of Gopa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... llegal and of no effect. According to them Mr. Roy Chowdhury held the necessary qualification and therefore was a director and could not be excluded by his co-directors and no one could be appointed in his stead. The position of Mr. Roy Chowdhury has now become the subject-matter of two suits. Certain members of the Nepal group and Mr. Roy Chowdhury filed on August 30, 1950, Suit No. 3559 of 1950 on the Original Side of this court in which they claimed a declaration that Mr. Roy Chowdhury had at all material times been and was still a director of the company and was entitled to act as such. They further claimed that the resolution of the board dated July 12 was illegal and ultra vires and they asked for an injunction restraining the oth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1950. As the directors did not call a meeting, the respondents who were entitled to requisition such a meeting gave notice to all the shareholders for an extraordinary general meeting to be held at the registered office of the company on September 9. It was this meeting that the suit of Jotish Chandra Pal was intended to defeat. It may be added that the respondents claim that a large number of shareholders came to the registered office to attend this meeting, but they found the office locked. The case for the directors is that no one came to the office to attend the meeting, though the place was kept open for half an hour after the scheduled time of the meeting. However, it is clear that no meeting was held and an application was made to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y reason of section 78(3) of the Companies Act no meeting could be called by the shareholders. That sub-section deals with the right of shareholders to requisition an extraordinary general meeting and the sub-section is in these terms: "If the directors do not proceed within twenty-one days from the date of the requisition being so deposited to cause a meeting to be called, the requisitionists, or a majority of them in value, may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date of the deposit of the requisition." This sub-section gives the shareholders a right to call a meeting if the directors do not proceed within twenty-one days of receiving a requisition to call s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nspired in the suit that he was Wrongly excluded from the board difficulties might arise concerning any meeting which the requisitionists might call under section 78(3). In fact it seems fairly clear that if such a meeting was called it would be the cause of considerable litigation. If the meeting was called difficulties would undoubtedly arise as to the conduct of the meeting. In an extraordinary general meeting the parties might elect their own chairman, but the probabilities are that objection would at once be taken to Mr. Roy Chowdhury either acting as chairman or even voting or being concerned in the proceedings at all. It seems to me that if the requisitionists were allowed to conduct this meeting endless difficulties would arise an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Mookerjee, J., but it was thought that the meeting which had been ordered to be held had not been held. It now transpires that the meeting ordered by Mookerjee, J., had been held and therefore the stay order which this Bench issued was wholly infructuous. The stay order issued by this Bench was ultimately vacated, and in any event it never was effective. What effect the meeting ordered by the court will have upon the subsequent meeting in December is a matter on which we express no opinion. A point was taken as a preliminary point that no appeal lay in this case. I do not think it is necessary to discuss that matter, but I wish to make it clear that we do not hold that an appeal does lie. However as there are no merits in the appeal it ..... X X X X Extracts X X X X X X X X Extracts X X X X
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