BERAR TRADING COMPANY LTD Vs. GAJANAN GOPALRAO DIXIT

JUDGEMENT

(1.) THE original defendants Nos. 1 and 3 being aggrieved by the judgment and decree passed by the assistant judge, Akola, in a miscellaneous civil appeal arising out of an order passed by the second joint civil judge, junior division, Akola, in a civil suit, have come here in revision.

(2.) THE applicant No. 1 is a public limited company registered under the provisions of the Companies Act. Applicant No. 2 is now a director against whom the suit was filed by opponent No. 1. Opponent No. 2 was a chairman of the board of directors till January 24, 1970, on which date an annual general meeting of the company was held. The agenda included the election of a new director in place of opponent No. 2 who was retiring by rotation. The meeting was preside over by opponent No. 2. Opponent No. 1 was present in the meeting in person as well as by proxy for three other shareholders. There were two others, D. A. Bhalerao and D. R. Palsodkar, who were not shareholders but were present as proxies. In the said meeting applicant No. 2 was declared elected as the director of the company.

(3.) THE opponent No. 1's grievance is that applicant No. 2 was elected illegally. He, therefore, filed suit on February 5, 1970, seeking a declaration that the resolutions adopted at the said meeting as well as the election were in contravention of the rules and regulations and were therefore null and void. Opponent No. 1 also prayed for an injunction and, therefore, filed an application under Order 39, Civil Procedure Code, against the applicants and opponent No. 2 restraining them from giving any effect to the resolutions passed in the meeting on January 24, 1970, and for further restraining the applicant No. 2 to act as a duly elected director of the company and for participating in the meetings of the board of directors.