SWADESH POLYTAX LIMITED Vs. V K GOEL

JUDGEMENT

(1.) This appeal under S. 10 of the Delhi High Court Act, 1966, is directed against the order dt. Feb. 2, 1987 passed by G. C. Jain, J. dismissing an appeal under R. 4, Chap. II of the Delhi High Court (Original Side) Rules, 1967, against the order of the Registrar dt. Nov. 14, 1986 directing that certified copies of the proxies be supplied to the plaintiff in the Suit as per the rules.

(2.) In order to appreciate the preliminary objection that the appeal is not maintainable it is necessary to state certain facts. M/s Swadeshi Polytex Limited (hereinafter referred to as the Company), defendant No. 2 in the suit/appellant before us, is a public limited company duly incorporated under the Companies Act. Shri V. K. Goel, plaintiff in the suit is a registered shareholder of 50 Equity shares of Rs. 10.00 each in the Company. The Secretary of the Company issued on 23rd Jan. 1986 a notice for holding of 16th Annual General Meeting of the Company on 15th Mar. 1986 at its registered office. Shri Raghu Raj was appointed as the Chairman of this Annual General Meeting of the Company. Section 176 of the Companies Act gives a right to the members of a company entitled to attend and vote at a meeting to cast their votes by proxy. Some members of the Company executed two instruments of proxies each, appointing proxies which were duly lodged with the Company. The proxies appointed under one set voted for Dr. Rajaram Jaipuria and his nominees. Proxies appointed by the same members under another set voted for Shri Mahendra Swarup and his nominees. The plaintiff raised objections to the proxies and submitted a letter to the Chairman of the meeting in this regard. The objection was that the instrument of proxies by virtue of which the proxies voted in favour of Dr. Rajaram Jaipuria and his nominees were from all over India but had been signed and dt. 13th Mar. 1986. In other words this dating was not done at the time of the execution of the proxies by the members but was done at the time of submission of proxies to the Company with the object of making these proxies the last proxies of the members and this act amounted to tampering with the original instruments of proxies with the result that the said proxies were liable to be rejected by the Chairman and other scrutinizing officers. It was contended that in case there was more than one proxy by the same member then the matter be investigated to find out which was the last proxy executed by him. The plaintiff by another letter dt. 2nd Apr. 1986 invited the attention of the Chairman that the investigation in terms of Art. 91 of the Articles of Association may be made in this behalf. The Chairman declared the result on Apr. 4, 1986 after taking into account the votes by proxies objected to by the plaintiff. Being aggrieved he filed a suit on Apr. 5, 1986 seeking a decree for declaration that the instrument of proxies executed last shall prevail over those executed earlier regardless of the date mentioned in the instrument of the proxy; a decree for mandatory injunction commanding the defendants to make an enquiry/investigation into the execution/ revocation of the various instruments of proxies and that the results announced of the Poll at 16th Annual General Meeting were invalid and void besides another relief of an injunction restraining the persons declared as Directors of the Company from acting as Directors of the Company.

(3.) The suit came up for admission before a learned single Judge of this Court on Apr. 5, 1986. One of the ex parte orders passed was a direction to the defendants to deposit the proxies in Court on Apr. 7, 1986. The defendants were served in the forenoon of Apr. 7, 1986 and put in appearance in Court. The proxies were not deposited in Court on Apr. 7,1986 when the Court directed that the order of the deposit of proxies be complied with by Apr. 9, 1986 and after the proxies are deposited, the same be kept in sealed cover. The defendants moved an application dt. Apr. 9, 1986 under S. 151 of the Civil P.C. being I.A.No. 2351 of 1986, informing the Court the circumstances under which the order of the Court for deposit of the proxies could not be complied with. It was pointed out therein that the Court of Sub-Civil Judge, Ghaziabad in a suit filed by one Shri Mahabir Pershad Dalmia against the Chairman of the Annual ^General Meeting has by an order directed I that the proxies lying with defendant No, 2 ^Company should be seized and deposited in the said Court and had appointed a Commissioner to serve the order as well as to seize the proxies, who had served the orders and had seized the proxies.