TMI Blog1963 (9) TMI 30X X X X Extracts X X X X X X X X Extracts X X X X ..... rs. Some time in January, 1962, the petitioners came into the company as shareholders and later on became directors. The petitioners and their group acquired 5,010 equity shares and paid over Rs. 5,00,000 for the shares. The respondents other than the company, hereinafter referred to as the Prosad group, held 3,606 shares as against the said 5,010 shares held by the petitioners. The petitioners, therefore, controlled the majority of shares of the company. On or about February 25, 1962, all the three petitioners were elected directors of the company along with respondents Nos. 2 and 3. The petitioners thus came to control not only the majority of shares of the company but they were also in a majority in the board of directors. For about a year the company carried on its business without any apparent sign of discord between the petitioners and the Prosad group. At a board meeting held on January 24. 1962, resolutions were passed whereby Murlidhar Jhunjhunwala, the petitioner No. 1, was authorised to operate on the company's banking accounts either severally or jointly with either of the two directors, Champalal Saraogi, the petitioner No. 2, or Mahendra Kumar Saraogi, the petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... istered office of the company from 52/1, Dr. Abani Dutta Road, Howrah, to 22, Jogendra Nath Mukherjee Road, Howrah, with effect from the date of the board meeting, namely, February 22, 1963. A consequential resolution was also passed for sending intimation about the change of the registered office to the Registrar of Companies and all customers and parties concerned. The resolutions passed at the board meeting held on February 22, 1963, appear to have caused a very serious reaction in the Prosad group. It is from this date that the two contending groups of directors started holding rival board meetings separately, and passing various resolutions to neutralise the actions of the rival group. It is quite clear that the petitioners for one reason or another were not pulling on well with the Prosad group, and being in a majority of shares, they aimed at excluding all interference by the Prosad group in the business and administration of the company. The board resolution relating to payment by cheque only to the suppliers, suggests that cash transactions were carried on in purchase of materials and this the petitioners did not approve of. The shifting of the registered office of the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 10,00,000 to Rs. 15,00,000 and the paid up capital of the company was increased from Rs. 8,61,600 to Rs. 10,72,900. The next thing that was done is somewhat amazing. 2,113 equity shares are alleged to have been issued. The issue of the shares was not only authorised by the extraordinary general meeting, but curiously enough the meeting also allotted the shares to various parties who are alleged to be the creditors of the company and who are alleged to have been pressing for payment of their dues. Respondent No. 4, Kedar Nath Bhagat, and Biswa Nath Prosad are alleged to have been appointed directors. Assuming that the extraordinary general meeting of February 21, 1963, was validly held, the effect of the business put through at the meeting was that the petitioners, who undoubtedly held the majority of the equity shares of the company and were also in a majority in the board, ceased to control the majority of shares and were also reduced to a minority in the board of directors. A notice under section 146 of the Companies Act, 1956 about the change in address of the registered office of the company was filed with the Registrar of Companies on or about February 27, 1963. Advertis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... close that large sums of money have been misappropriated by the Prosad group. The Prosad group, on the other hand, allege that all books of account, papers and documents including the statutory books of the company were in the registered office of the company at 52/1, Dr. Abani Dutta Road, and wore in joint possession of the petitioners and the Prosad group. They further allege that up to April, 1962, the company's business was carried on smoothly and thereafter the petitioners started mismanaging the affairs of the company at its factory and at the Calcutta office. They deny that the registered office of the company was removed to No. 22, Jogendra Nath Mukherjee Road, Howrah. They say that the parties agreed to start a Calcutta office at No. 132/1, Mahatma Gandhi Road, which is the residence of petitioners Nos. 2 and 3. According to them, the notice to the Registrar of Companies under section 146 of the Act, regarding the removal of the registered office is invalid and illegal. They further allege that the books of account and documents of the company remained at its registered office at 52/1, Dr. Abani Dutta Road, and also at the factory at Chasnala. On or about December 20, 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2, 113 equity shares to several alleged creditors of the company in lull satisfaction oi their dues from the company. Kedar Nath Bhagat and Biswa Nath Prosad are alleged to have been appointed directors of the company. On March 4, 1963, a board meeting held by the Prosad group passed a resolution whereby Kedar Nath Bhagat was solely empowered to manage the company's factory and workshop at Dhanbad. He was also directed to discharge three employees at the factory, of the petitioners' group. Further, he was to be in exclusive charge of the factory and the other directors were deprived of the authority to take part in the direct management of the affairs of the company. The other directors were to exercise their control only through the board meeting. The authority of the petitioners to operate on the company's bank accounts was revoked and Bhagat was authorised to operate on the said bank accounts. The version of the Prosad group relating to the raid on the factory on March 13, 1963, is that, Bhagat discharged several employees from the factory, and the said employees left the factory premises peacefully. But suddenly at about midnight of March 13, 1963, these discharged employee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... March 18, 1963, the lessee surrendered the lease as he found that disputes had started between the directors of the respondent-company. The lessee demanded return of the loan of Rs. 25,000 and the loan was thereupon returned. The Prosad group also asks for an investigation into the affairs of the company. Several letters have been exchanged between the parties relating to the affairs of the company. The petitioners allege that they had written to the Prosad group asking for return of the books and documents of the company. The Prosad group, on the other hand, alleges that they had in their turn written several letters to the petitioners complaining about various acts of omissions relating to the affairs of the company. It is alleged that several of the letters have never been received by the party to whom they were addressed and copies have been produced only for the purpose of this application. There are one or two letters, however, to which I ought to refer. On March 6, 1963, the respondent No. 2 wrote a letter to all the three petitioners and this letter was sent by registered post. It is to be noted that before this letter was written the alleged extraordinary general meeti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the statements in the letter are true. It is on the happening of the above-mentioned events that the petitioners made this application on March 15, 1963. On that day the official receiver of this court was appointed receiver of the immovable properties, fixed assets, books, papers and documents of the company. The receiver was directed to make an inventory of the goods manufactured or in the process of manufacture. But he was not to take possession of the said goods of either description and was not to interfere with the normal course of the company's business. On March 18, 1963, further interim orders were made directing that no movables or raw materials or manufactured articles or articles in course of manufacture were to be removed from the factory until they were included in the list which was being prepared by the receiver. Bhagat was to carry on the business and proper accounts were to be maintained in respect of such business. On March 20, 1963, a further order was made directing that instead of Bhagat, the respondent No. 2 should carry on the company's business. Separate accounts were to be maintained and such accounts were to be supplied to the receiver. Champalal Sarao ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shareholders. The next charge in the petition is that the Prosad group of directors forcibly trespassed into the company's factory and workshop at Chasnala and wrongfully took possession of the company's workshop, factory, business and assets. Further the Prosad group wrongfully and illegally ousted the petitioners who were lawfully in charge of the management and control of the company. It is alleged that a complaint was lodged with the police about the illegal and wrongful acts of the Prosad group. The charge is that the business, property and assets of the company are in control of persons who are not authorised to carry on the company's business. The next charge is that Kedar Nath Bhagat, the respondent No. 4, has been purported to be appointed a director of the company illegally and in violation of the company's articles. It is alleged that no such appointment was made and the purported appointment is not binding on the company. It is further alleged that the respondent No. 4 has wrongfully and illegally usurped the functions of a director. The next charge is that the operation of the company's bank accounts have been unlawfully and wrongfully stopped by the Prosad group of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The lawfully constituted board of directors have been ousted from possession, control and management of the company's factory and workshop. Furthermore, one group of directors has purported to call an annual general meeting at which the accounts of the company are alleged to have been passed, which is disputed. The extraordinary general meeting of the company purported to have transacted business which has a devastating effect on the control and management of the company's affairs. A large block of new shares have been purported to be issued and allotted. New directors have been appointed, articles of association of the company have been altered with the object of completely upsetting the control and management of the company's affairs. Serious allegations have boon made, and not without substance, that notices of board meetings and general meetings of the company have been deliberately suppressed. In this state of affairs intervention of the court is sought under sections 397 and 398 of the Companies Act, 1956. There is no doubt in my mind that the company cannot carry on its business as things stand at present, unless remedies are imposed by this court by appropriate orders. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rosad group. The claim of the Prosad group to have held an extraordinary general meeting, to have authorised issue and allotment of new shares, to have altered the character and composition of the board, unmistakably indicate its aim and object. The law, in my view, does not contemplate that a petitioner who is otherwise entitled to relief under this section must be able to show that there has been a continuous course of oppressive conduct over a period of time before he can obtain relief under this section. If a petitioner is required to prove continued oppression for a period he must wait and remain dispossessed for a period of three months, six months or a year or more. But is that what is contemplated by section 397 of the Act ? If that is what is required by this particular section, it may very well be that by the time the petitioner becomes eligible to come to court for relief, there may be nothing left in the assets of the company and this court will be completely powerless to give him any relief whatsoever. In my view, the section neither contemplates nor requires a continuous course of oppressive wrongful conduct over a period of time. If that is so, namely, if it is req ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bove is not a part of the form, but apart from that, he also contended that the application must be by a minority. It was argued by both Mr. S. Chowdhury and Mr. A. C. Mitra that both the sections 397 and 398 contemplate applications by the minority group. But it is to be noted, however, although in Form No. 43 which is a form for an application under section 397 the heading is as mentioned above, there is no such heading in the Form No. 44 which is the form prescribed for applications under section 398, Therefore, although it can be contended that an application under section 397 must be by a minority, the same argument cannot apply, on the basis of the forms prescribed, to an application under section 398. It is true that in the case of companies functioning normally under the doctrine of majority rule, it is the oppressed minority who comes to court for relief. The majority seldom, if ever, has the occasion to come to court for relief because it can always have things done in its own way. But there may be cases, as in the instant case, when the real majority is rendered ineffective by the wrongful acts and manoeuvres of a minority. The situation may be such, as in the instant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that there is a good deal of substance in the contentions of the learned Advocate-General. The sections nowhere prescribe that the applications under the two sections can be made only by a minority group. Nor do they prescribe that a majority group can under no circumstances come to court for redress, whatever may be the nature and extent of the oppressive acts of rival group and whatever may be the extent of the injury suffered by the company as a result of the activities of such a group. Both the sections are in Chapter VI of the Act and the heading of the Chapter is "Prevention of oppression and mismanagement." Thereafter the sections give to any members of a company the right to come to court for the acts complained of. Section 399 of the Act lays down conditions to ensure that the application is made or supported by a minimum number. But while the minimum has been fixed by section 399 there is nothing about the maximum. Mr. S. Sen who was appearing with Mr. R. Chaudhuri contended, and I think rightly, that to say that the application can never be made by a majority would amount to reading into the section 399 something which is not there. The legislature intended by these sect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uation was such that no general meeting of the company could be held, the company was made the party to a long drawn litigation and there was a prospect of further litigation. Judah's wife held morn than 90 per cent. of the ordinary shares of the company when it was converted into a public company in 1948. It was alleged that fresh shares were issued by the rival group of directors and this was followed by forcible taking over of the possession of the company's factory, as in the instant case. Finally, a block of 26,752 shares belonging to Judah were sold by his rival group. Thereafter, a suit was instituted by Judah which was disposed of by Mullick J. as mentioned above. The notice of the application under sections 397 and 398 of the Act was taken out by Judah. Judah came to a settlement with one D. N. Bhattacharyya, the admitted holder of the largest of the block of new shares, so that Judah's group along with Bhattacharyya were the owners of the overwhelming majority of shares. But this majority group was unable to obtain management and control of the company's affairs by reason of the improper conduct of the rival group of directors. In this case also the directors who were in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as illegal. Meetings are held by rival parties and different sets of directors are declared to be elected in the different meetings. The legality of the present board of directors has been challenged with good reason and the company is being involved in ruinous litigation. On the facts of this case, I hold that the company is liable to be wound up on the ground that it is just and equitable to do so." It is quite clear that the facts in Judah's case ( supra ) bear a very close resemblance to the facts of the instant case. Rival board meetings are being held, conflicting resolutions passed, general meetings not called and those alleged to be held are challenged being illegal, accounts not passed, and two registered offices have been set up. Besides, notices of meetings are being suppressed by the rival groups as was done in Judah's case ( supra ) . Mullick J. further held: "In my judgment conditions that prevent proper functioning of the company, according to the provisions of the Indian Companies Act, uncertainty as to the de jure character of the present board and difficulty of having this state of affairs rectified in the usual way, the patent fact that the company is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctions. The observation referred to above is purely in the nature of an obiter. The question whether a majority can apply was not in issue at all in that case because the application in that case was by a minority, the petitioners holding only eight out of seventy-four shares. But in so far as the learned judge said, even as an obiter, that section 397 provides for a remedy for the oppression of minority on the lines of section 210 of the English Act, I respectfully disagree with his views. In section 210 of the English Act, the word minority is clearly mentioned at the head of the section itself. But there is no such limitation in the Companies Act, 1956. I prefer to follow the decision of Mullick J., portions of which I have set out earlier in this judgment, on the question of maintainability of an application by the majority group. Learned counsel for both parties referred to two English cases reported in [1958] 3 All England Reports. The first case is the Scottish Co-operative Wholesale Society Ltd. v. Meyer [1959] A.C. 324, 369 ; [1959] 29 Comp. Cas. 1, 33 ; [1958] 3 All. E.R. 66 . In this case both parties pooled their resources and started manufacture of rayon cloth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... [1958] 3 All. E.R. 689 ; [1959] 1 W.L.R. 62 ; [1959] 29 Comp. Cas. 305 . In this case Harmer had promoted a private company the shares of which were held by himself and his two sons. Harmer had a larger voting strength on the basis of the shares held by him. But his two sons together had the larger beneficial interests. The father thought that he could disregard the resolutions of the board as he held the voting control and assumed powers which he did not possess. He exercised powers arbitrarily against the wishes of his sons who had the major beneficial interest but a minority of votes. It was held that the word "oppressive" meant "burdensome, harsh and wrongful." In this case the Court of Appeal upheld the relief which was granted under section 210 and it was held that the conduct of the father was oppressive to the sons. Relying on this case Mr. Sen contended that even in that case the court did not hesitate to give relief under section 210 to the applicants who had the majority of beneficial interest in the shares but the minority of voting strength. Mr. S. Chowdhury argued that the petitioners should be relegated to a suit. All the reliefs which they claim can be properly gr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to be invoked in the case of minorities only. The comments made in English text-books that section 210 can be invoked only by minorities seems to me to arise from the heading of the English section. There is, however, no such indication in sections 397 and 398 of the Companies Act, 1956. Mr. S. Sen argued that the comments in the English text-books, to which reference was made by learned counsel appearing for 1he respondents, arise because of the heading in section 210 of the English Act. There is a good deal of substance in Mr. Sen's contention. Mr. R. Chaudhuri next referred to Buckley's notes in the 13th edition, under Regulation 98 of Table A. He argued that every director is entitled to sufficient notice of a meeting of the board. But in this case it has become impossible to ascertain who the directors are because the Prosad group have purported to appoint two new directors at the extraordinary general meetings the company and are claiming that they have been validly appointed. According to the petitioners, the appointment of the two new directors is wholly illegal and the alterations of the article are void. Therefore, it is practically impossible to give notice to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ttees of new shares is the previous registered office of the company, namely, 52/1, Dr. Abani Dutta Road, Howrah. The next question is why should the petitioners who were in the undoubted position of majority shareholders and also of a majority in the board, agree to be reduced to a hopeless minority both in shareholding and also in the board ? Did they put in more than Rs. 5 lakhs, only to be placed in the situation where their voice will never be heard in the affairs of the company or did they put in their money to acquire control of the company's affairs and management? Why should they abstain from attending the extraordinary general meeting of which notices are alleged to have been sent to them knowing quite well the nature of the business that was going to be put through ? In the course of the arguments this question was put by me to the learned counsel appearing for the respondents, but the explanation offered was that the petitioners, who are already in control of the business wanted to create an excuse, to be able to say later on, that the extraordinary general meeting was illegal. This explanation hardly bears scrutiny. Disputes had arisen between the two groups before t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ral meeting of the company as the Prosad group has set out all the facts relating to the meeting in their affidavits-in-opposition. But Mr. S. Chowdhury contended that the judgment of the Supreme Court is of no assistance to the petitioners. The Supreme Court proceeded on 1he footing that the plaintiff could have made an alternative claim in the plaint but they have not done so; yet the defendant had admitted this alternative claim. In the first place it is to be noted that the relief relating to the extraordinary general meeting is by no means an alternative claim of the petitioners and in the second place there is no question of admission of the petitioners' claim by the Prosad group. The question of admission arises only when certain claim has been made or could be made against a party. It is only in such a case that the party against whom the claim is made or could be made, may admit that particular claim. But in the instant case it cannot be said that the petitioners could have made any claim with regard to the extraordinary general meeting in their petition as they were not aware of it. In my view Mr. S. Chowdhury is right in his contentions and the Supreme Court judgment doe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he law relating to dissolution of partnership applies. The law has been well settled since Loch v. John Blackwood [1924] A.C. 783 . The principles in Loch's case ( supra ) were approved and accepted by the Supreme Court in Rajahmundry Electric Supply Corporation Ltd. v. A. Nageswara Rao [1955] 2 S.C.R. 1066 ; [1956] 26 Comp. Cas. 91 . There can be no doubt that the lack of confidence of one group of directors in the other group in this case arises from what Lord Shaw has said to be a lack of probity in the conduct of the company's affairs. That being so there is no doubt that this is a case fit for a winding up order on the ground that it is just and equitable to wind up the company. But such an order should not be made having regard to the fact that the trading prospects of the company are bright and difficulties have been created only by the wrongful conduct of the directors of the company. To make an order for winding up would certainly unfairly prejudice the petitioners who have put in over Rs. 5 lakhs in the company. In Rajahmundry Electric Supply Corporation's case ( supra ) the grounds on which the relief was claimed were that the affairs of the company were b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y a winding up order being made on the just and equitable ground. Mr. S. Chowdhury contended that this court should consider if the petition discloses sufficient ground for making a winding up order and that for this purpose the court should look at the allegations in the petition. Mr. S. Chowdhury is right in his contentions that this court will have to decide upon the allegations in the petition only to see if a winding up order on the just and equitable ground is justified. It appears from the petition that by reason of the raid at the company's factory and the taking over of possession of its factory, business and assets the substratum of the company is altogether gone. The only business of the company at Chasnala has passed out of the hands of the persons who were duly authorised by the company to be in charge and control of its business. It is also clear that there is no prospect at all of the company's recovering all its business and assets without intervention of court. If the only business of the company is lost and there is no prospect of recovery, then that by itself would be a sufficient ground for winding up on the just and equitable ground. Besides, it is alleged ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be thrown out because the appropriate writ or direction has not been prayed for. Those observations were made in connection with article 32, which deals with enforcement of fundamental rights. In my view those observations do not help Mr. R. Chaudhuri's cheats in considering a question of relief under the Companies Act, 1956. If the necessary averments have not been made in the petition under the Companies Act, 1956, and the facts relating to the claim have not been pleaded, this court, in any event, is not entitled to grant relief with regard to the matters which have not been pleaded at all. Mr. Sankar Ghose also appearing for the company submitted that the words " any person " in sections 397 and 398 do not mean any and every person but certainly mean a specified minority and none else. In support of this argument he referred to the case of Metropolitan Board of Works v. London and N.W. Railway Co. [1880] 14 Ch. D. 521 . In this case it was held that the words "any person" in the Metropolis Management Amendment Act, 1862, must be construed to mean any person entitled to the benefits of the Act and was limited to owners or occupiers within a certain area. This case in m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e to deal with this question again. Mr. Ghose next referred to the case of In re S. A. Hawken Ltd. [1950] 2 All. E.R. 408 in support of his proposition that on a demurrer only the petition can be looked at. That proposition is not disputed. Mr. Ghose next referred to the case of Antigen Laboratories Ltd. [1951] 1 All. E.R. 110 for the proposition that a petitioner seeking relief ought to state in the prayer of the petition in clear terms the general nature of the relief sought. This very question was considered by a Division Bench of the Madras High Court in Syed Mahamed Ali v. R. Sundaramurthy [1958] 28 Comp. Cas. 554 ; AIR 1958 Mad. 587. This was an application under sections 397 and 398 of the Companies Act, 1956. In this case also the question had arisen whether relief could be given to the petitioners because no appropriate prayer had been made. It was held at page 591 of the report: "We are, therefore, of opinion, that notwithstanding the omission in the petition to pray for relief against the delinquent directors, an enquiry into the charges against them was properly within the scope of the petition." A similar question was considered by the Supreme Court in K ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent. There is an exception to this rule namely, that a court may take notice of events which have happened since the inception of the suit and afford relief to the parties on the basis of an altered condition. It was held that this doctrine applied in cases where it was shown that the original relief claimed has, by reason of the subsequent change of circumstances, become inappropriate or that it was necessary to base the decision of the court on the altered circumstances. Mr. Sen contended that this proposition of law has been recently approved by a Division Bench of this court in Vidyasagar Cotton Mills Ltd. v. Nazmunnessa Begum (unreported decision of the Division Bench (Bachawat, J. and Arun Kumar Mukherjee J.) in Appeal of 1962.) Mr. S. Chowdhury contended that the-proposition laid down in these two cases have no application to the instant case because in the two cases mentioned above the events had happened subsequent to the filing of the suit. But in the instant case the events had happened before the commencement of the proceedings and, therefore, this exceptional doctrine could not be applied to the facts of this case. In my view Mr. Chowdhury is right and this court c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... affairs of the company are being conducted in a manner prejudicial to the interest of the company. In my opinion, appropriate orders should be made to bring the state of things that exist today to an end, as early as possible. I hold that the meeting that was held on February 21, 1963, was not an extraordinary general meeting of the company. The resolutions that were passed at the said meeting are invalid and of no effect and are not binding either on the company or the shareholders. I further hold that the purported issue of 2,113 equity shares and allotment thereof are invalid and the parties to whom the same were allotted have acquired no rights as shareholders of the company. I further hold that the alterations in the articles of the company are of no effect and not binding on the company or the shareholders. The appointment of Kedar Nath Bhagat and Biswanath Prosad as directors of the company is invalid. I, therefore, make the following orders : 1.The board of directors of the company is superseded and an administrator is appointed to take charge of the company's business and carry on the same. All the powers of the board of directors will vest in the administrator appoin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6.If necessary, parties are directed to assist the special auditor in obtaining information from Hindusthan Steel Ltd., Tata Iron Steel Co. Ltd., Indian Iron Steel Co. Ltd., Director of Industries, Government of Bihar, District Industrial Officer, Dhanbad, Iron Steel Controller, Director-General of Supplies and Disposals and such other authorities as may be in a position to furnish particulars to the special auditors. 7.The special auditor should make a report in writing to the administrator on or before January 31, 1964. 8.An extraordinary general meeting of the company should be called by the administrator to be held within eight weeks from the date of receipt of the report of the special auditor. The extraordinary general meeting should elect a new board of directors. The administrator will act as the chairman of the extraordinary general meeting. 9.The chairman should place before the shareholders present at the extraordinary general meeting, the report of the special auditor. The shareholders should decide what further action they would take on the basis of the report of the special auditor, 10.Within a fortnight from the election of the board of directors at ..... X X X X Extracts X X X X X X X X Extracts X X X X
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