B R KUNDRA PROPRIETOR FILM EXPLOITERS CHANDNI CHOWK DELHI Vs. MOTION PICTURES ASSOCIATION FILM COLONY CHANDNI CHOWK DELHI

JUDGEMENT

(1.) This order passed in C.P. 106 of 1974,which has been filed by B. R. Kundra, will also dispose of C.P. 102. of 1974, which has been filed by J.S.Sood.

(2.) The Motion Pictures Association (hereinafter known as the Company ) with whose affairs I had dealt previously in C.A. 565 of 1972 [vide 44 (1974) company eases 298] is again said to require Court's interventation in the circumstances which will be noted presently. This petition raises an interesting question of Company Law concerning the interpretation of section 255 of the Companies Act, 1956 (hereinafter known as the Act), a question which was merely discussed by me in yet another case, but left open (Smt. fain v. Delhi Flour Mills Co. Ltd. and others, 44 (1974) Company Cases 228) as one of difficulty bui not being necessary for decision of that case.

(3.) The Company was formed under section 25 of the Companies Act, 1913 with no share capital and prohibiting the payment of dividend to its members. It had for its object the promotion of the interests of its members, who are engaged in the trade of exhibition, distribution and exploitation of motion pictures in the Union territories of Delhi and the State of Utttar Pradesh. Any person wanting to indulge in these (business) activities relating to motion pictures in the above areas has to become a member of this Company. The company according to its Articles, is to hold its Annual General Meeting within six months of the closing of its accounts, which is the 31st December each year; the last Annual General Meeting of the Company was held on 3rd May. 1969. Article 24 of the Company reads as follows:-