TMI Blog1977 (11) TMI 114X X X X Extracts X X X X X X X X Extracts X X X X ..... iation, who elect a board of directors described as an executive committee consisting of 18 members, who, under the articles of the company, themselves elect office bearers such as president, vice-president, secretary, joint secretary, etc., from amongst themselves. This election is to be held at the first executive committee meeting after the annual general meeting. At the hearing of this application, I have been referred to a number of articles dealing with the way in which the executive committee has to be elected and how the office-bearers have to be elected. An analysis of the rules shows that there are many defects in the same, but they cannot be dealt with at this stage. The present application shows that the annual general meeting was held for the current year on 27th August, 1977, and the results were announced on 29th August, 1977. On the very next day a meeting of the executive committee was held at 10.00 a.m. when some office-bearers were elected. Yet another meeting of the executive committee was held on 31st August, 1977, and a different set of office-bearers was elected in addition to the office bearers; some sub-committees have also to be appointed for the purpose ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is stated that the meeting of 30th August, 1977, is a valid meeting and the meeting of 31st August, 1977, is invalid. It is further stated that: the petitioner has no locus standi to move the application and the application appears to have been moved by the minority group who are also the petitioners in the main case. I have heard the counsel for the parties and I am at a loss to understand what the court should do in this matter. On the one hand, the main petition was moved in 1976 and is concerned with the situation that existed at a time which was even before the annual general meeting of 1976. The first question for consideration is whether I should exercise any jurisdiction under section 403 of the Companies Act, 1956, in relation to an event which has occurred during the pendency of the petition under sections 397 and 398 of the Companies Act, 1956, but which situation has not existed at all at the time the petition was filed. I suggested to learned counsel for the parties that as this was a new development, this could not be adjudicated upon during these proceedings. On this objection, the learned counsel stated that it is not possible to file another petition under secti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion. It is also said that the court observer, Mr. Joshi, was also present. It is, therefore, stated that this is a perfectly valid election and no one should be disturbed. On the other hand, it is urged on behalf of the other group represented by Mr. Hari Shanker that as the first election was invalid, the second election is valid and, therefore, even though the minority group elected the office bearers, that is the proper board. Some attempt was made by me to get a compromise formula from the various parties, but this is not possible. I am, therefore, compelled to pass some order to prevent a multiplicity of office bearers and a multiplicity of subcommittees. The question cannot be left in the melting pot, and particularly, I notice that an injunction has been passed by the civil court freezing the operation of the respondent-company's bank account. This is likely to have disastrous results. At the same time, there are contracts between the exhibitors, producers and distributors which involve large sums of money and which are normally dealt with by this association by way of arbitration and so on. Also, new films and even old films have to be registered with the association and m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... far as calling of meetings is concerned, they can be called by the secretary upon the request of any three members as provided by article 38. This means that all the members of the executive committee will have to act together in future without there being a president, vice president, honorary secretary or joint secretary. At the next executive committee meeting, one person out of the whole committee will be appointed as interim treasurer because a treasurer may be necessary for the purpose of signing cheques and for other purposes. In article 45, it is provided that committees, sub-committees or ad hoc committees may be appointed for particular purposes. I have seen the minutes of some previous meetings and find that these sub-committees consist of persons other than executive committee members. In order to facilitate formation of these sub-committees, I think that at the next executive committee meeting, new sub-committees should be appointed in respect of every subject that is required by the bye-laws. As there are two groups, or apparently two groups in the executive committee, I think a direction to facilitate the appointment of a sub-committee should be indicated here and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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