G S MAYAWALA Vs. MOTION PICTURE ASSOCIATION

JUDGEMENT

(1.) M/s Motion Picture Association, Delhi (hereinafter referred to as 'the company') was incorporated under Section 25 of the Companies Act, 1913. It has no share capital. The main objective of the company is to promote, aid, help, encourage and develop the production, distribution and exhibition of the Indian film or motion pictures industry in all possible ways and also to provide for the members a place of meeting and discussion of the common problems of the industry. There are many members of the company who are normally doing the business of distribution which include distributors and exhibitors of cinematograph films. Three such members, namely, Mr. G.S. Mayawala, Mr. R.P. Bhasin and Mr. Rajesh Khanna filed this petition in the year 1979 under Sections 397, 398 and 155 of the Companies Act, 1956 (for short 'the Act'). As is clear from the aforesaid provisions under which the petition was filed, there were allegations of oppression and mismanagement by the majority members on the so-called minority, namely, the petitioners and also certain disputes about membership of some persons. The prayers which were made in the petition read as under:

(2.) It is not necessary to go into the various allegations made in the petition. The reason is that because of various orders passed by this court from time to time in this petition, most of the grievances have been redressed. The only grievance which survives relates to Article 24 of the Articles of Association (for short 'the Association'). Even this is not the grievance of the original petitioners. It is pursued by Mr. KMS Khan, one of the members of the Company. Order dated 30th September, 1997 was passed taking note of this limited controversy which remains to be resolved. Arguments were heard on this aspect. Mr. Khan appeared in person whereas on behalf of the company, the case was argued by Ms. Mala Goel. Before we come to the controversy involved, a brief historical description of the events would be necessary.

(3.) As is clear from the prayer clause reproduced above, the original petitioners, inter alia, wanted amendments in the Articles of Association, although Article 24 .was not specifically included in the prayer clause. During the pendency of the proceedings amendments were made in some of these articles and this court passed order dated 6th September, 1993 allowing amendments in some of the articles except 19, 24 and 63 and it was stated that this aspect would be considered later on. Thereafter, vide order dated 28th February, 1995 Article 19 concerning annual subscription payable by the members to the Association was allowed to be amended. By subsequent order dated 6th March, 1995 Article 63, which contains resolution of disputes among the members through arbitration, was also amended and the proposed amendment to Article 24 only remained for consideration. The original Article 24 reads as under: