PARSHURAM DATTARAM SHAMDASANI Vs. TATA INDUSTRIAL BANK LTD

JUDGEMENT

(1.) The first and the second plaintiffs who are shareholders in the Tata Industrial Bank, a company registered under the Indian Companies Act VII of 1913, file this suit against the company by their directors for a declaration that the proceedings of a general meeting held on May 1, 1923, were improperly conducted and that certain appointments made at that meeting of directors and auditors are invalid. The plaint also prays for an injunction restraining the company from having its accounts audited by the auditors appointed at the meeting and also for a mandatory injunction to take de novo proceedings which I suppose means to compel the company to hold a fresh meeting.

(2.) A rule was granted restraining the company pending the hearing of the suit from having its accounts audited by the appointed auditors, When the rule came on for hearing last Thursday plaintiff No. 1 wished to adjourn the rule to the hearing of the suit, and the defendant company on the other hand contended that the suit was not maintainable. The suit was therefore set down for trial of the preliminary issue as to whether it was maintainable, and the hearing of the rule was adjourned to the hearing of this preliminary issue.

(3.) The allegations in the plaint are briefly as follow: On April 14, 1923, a notice was given under Section 79 of the Indian Companies Act of a general meeting to be held on May 1. In conformity with Art. 68 of the Articles of Association the notice specified the business to be transacted at that meeting. That business was, as set out in paragraph 7 of the plaint, namely: 1. To receive the directors report and to adopt the audited accounts for the year ended March 31, 192S. 2. To elect two Directors in place of the two retiring directors," and 3. To elect three other directors in place of three retiring directors who had been appointed under Art. 99 of the Articles of Association," and