RUTTONJEE AND CO LTD Vs. STATE

JUDGEMENT

(1.) This is an application of the United Breweries Ltd., under Section 186 of the Companies Act, 1956, inter alia, for a direction for calling an extraordinary general meeting of Ruttoniee & Co. Ltd. The petitioner holds 352800 Equity Shares (out of 40,00.000 Equity Shares) of Ruttonjee & Co. Ltd. Section 186 of the Act runs thus :--

(2.) It is to he observed at the outset that under Section 186 the Court in the exercise of its discretion calls a meeting of the Company. Secondly, the Court must be satisfied that it is for any reason "impracticable" to call a meeting in any manner in which meetings of the company may be called. Thirdly, the Court has no power to call an annual general meeting. Bearing these principles hi mind we have first to consider the facts of this case. On the 12th March, 1958, the Government of West Bengal gave permission to a partnership firm called Ruttonjee & Co. to start a brewery in West Bengal. About a year later on January 5, 1959, the Commissioner of Excise wrote to the Director of Industries regarding grant of permission to the said firm to establish a brewery. On the 17th January, 1959, the Government of India wrote to the firm enclosing the terms and conditions which were usually attached to a licence granted under the Industries (Development Regulation) Act, 1931, and asking if the firm was agreeablp to the terms. Thereafter the West Bengal Government granted to the firm a piece of land at Kalyani.

(3.) On the 4th July, 1959, there was a tentative agreement between the firm and Phipson & Co. (Private) Ltd. The relevant terms of the agreement were: (a) a Company called Ruttoniee & Co. (Private) Ltd., would be formed as a subsidiary of Phipson & Co. (Private) Ltd., (b) the articles of association of Ruttonjce & Co. (Private) Ltd. would provide that H. Bhesania and F. R. Bhesania of Ruttoniee & Co., would be permanent directors out of the total of six directors of Ruttonice & Co. Private Ltd.; (c) the firm will have the right to appoint one more director of Ruttonjee & Co. (Private) Ltd.; and (d) the firm and its nominees would purchase 2,0(10 shares in Phipson & Co. (Private) Ltd., at the rate of Rs. 150.00 per share and another 1,000 shares would be kept reserved for them till the 31st August, 1949.