A D CHAUDHARY Vs. MYSORE PAPER MILLS LTD

JUDGEMENT

(1.) This appeal is presented under section 4 of the Karnataka High Court Act, 1961, against the order of the learned single judge dated February. 3, 1975, passed in Company Petition No. 1 of 1975 on the file of this court, dismissing the petition. The appellant was the petitioner in that petition. He filed it under section. 186 of the Companies Act (hereinafter referred to as "the Act') on the basis of the following allegations :

(2.) In reply to the said notice, the appellant received from the secretary of the company a telegram dated December 11, 1974, on December 12, 1974, and a letter dated December 12, 1974, stating that the meeting could not be convened in accordance with the notice of the appellant and others served on the company on November 23, 1974, as the subjects to be discussed of which notice had been given were the subject-matter of litigation in some courts. The appellant along with other requisitionists, therefore, convened an extraordinary general meeting under section 169(6) of the Act, the notice of which was given through the medium of advertisements in newspapers as the appellant could not secure from the company the list of members though a request was made in that behalf. The said meeting was to take place on February 5, 1975, at 3-00 at the Banquet Hall of Hotel Ashoka, Bangalore, to consider the subjects refereed to above. As the appellant apprehended that the chairman of the company who was entitled to preside over the meeting under the articles was prejudiced and as the minutes book, register of members, the share register and the register of proxies were all with the company, it was alleged that the holding of the meeting by the requisitionists on February 5, 1975, had become "impracticable". It was also alleged that there were factions amongst the shareholders and the chairman was not a fit person to preside over the meeting. According to the appellant the circumstances were such that there was need for the court appointing an advocate as chairman of the proposed meeting to be held on February 5, 1975, and for an order directing the company to for make available all the appellant, there fore, filed the petition on January 8, 1975, out or which this appeal arises for the following principal reliefs :

(3.) The petition was resisted by the company. In its statement of objections, the company denied that the election of directors held on September 30, 1974, was irregular. It was alleged that the petition had been filed at the instance of B. P. Jalan, T. R. Jalan and M. P. Jalan of Calcutta who had tried to corner the shares of the company recently with a view to acquiring control over the affairs of the company and hence the petition had been made mala fide. It was denied that the chairman was informed at the meeting held on September 30, 1974, that there was an order of a court at Calcutta restraining the holding of the said meeting and that it was read out at the meeting. It was asserted that the said meeting had been held regularly as could be seen from the minutes of the meeting. The company further alleged that it was served with an order of the court of munsiff at Howrah on November 22, 1974, retraining it from holding any annual general meeting or any other general meeting until further orders from that court, that the said proceedings and other proceeding in a court at Bangalore had been filed by Jalans referred to above and their associates (including the appellant) as they failed to succeed in getting sufficient support for the candidates put up by them at the election held on September 30, 1975. The company had informed the requisitionists of the extraordinary general meeting that it could not convene the meeting as desired by them because of the order of temporary injunction issued in a sit filed by Balakrishna Jalan, Civil Suit No. 146 of 1974, on the file of the Fifth Munsiff, Howrah, restraining the company from holding any general meeting. It was stated that the chairman who was an officer of the State Government was not in any way disqualified from acting as chairman of any general meeting. Several other allegations made by the appellant were also traversed in the course of the statement of objections.