Madras High Court
B. Sivaraman And Others vs Egmore Benefit Society Ltd. on 29 April, 1992
Equivalent citations: [1992]75COMPCAS198(MAD)
JUDGMENT Arumugham, J.
1. The applicants/plaintiffs have filed this application under Order 14, rule 8 of the Original Side Rules, read with Order 39, rules 1 and 2 of the Civil Procedure Code, against the respondent/first defendant, seeking an order of interim injunction restraining the respondent from holding any extraordinary general body meeting either on April 2, 1991, of any other date, in pursuance of notice dated March 7, 1991, on the subject noted in the notice dated March 7, 1991, pending disposal of the above suit.
2. The short facts which are culled out from the affidavit, filed in support of the application, are as follows:
The applicants/plaintiff herein are the shareholders of the respondent/first defendant company which is more that 100 year old, having been incorporated under the Companies Act and that the applicants had been directors of the respondent at the annual general body meeting held on December 24, 1990, and that since then onwards, they are functioning as the directors of the first respondent company and that defendants Nos. 2 to 5 in the suit were the directors of the respondent company, earlier to the election held on December 24, 1990, and they were to retire by rotation by the abovesaid 120th annual general body meeting and that accordingly, defendants Nos. 2 to 5 in the suit were the directors of the respondent company, earlier to the election held on December 24, 1990, and they were to retire by rotation by the abovesaid 120th annual general body meeting and that accordingly, defendants Nos. 2 to 4 stood for being re-elected as directions of the first defendant company as well as to fill up the vacancy caused by the retirement of one of the directors by name V. Karthikeyan. Defendants Nos. 4 to 13 in the suit are the requisitionists who had requisitioned an extraordinary general meeting of the first respondent and notice had been given for the holding of an extraordinary general meeting of the first respondent and notice had been given for the holding of an extraordinary general meeting of the first respondent and notice had been given for the holding of an extraordinary general meeting on April 2, 1991. The main business of the respondent is to accept deposits and grant loans on jewels and other approved securities and it is governed by its memorandum and articles of association, registered under the Companies Act for the administration of the respondent itself and that as such, the authorised capital of the company is Rs. 5,00,000 consisting of 5,00,000 shares of Re. 1 each with the paid-up capital of Rs. 1,48,906, each share being Re. 1. According to the memorandum and articles of association of the responded, it has a board of directors consisting of 12, among who, 1/3rd are to retire at every general body meeting of the first respondent by rotation and that the said retiring directors are eligible for re-election under the memorandum and articles of association and that from the 1/3rd number of directors, four retiring by rotation as also a vacancy on the retirement of one Mr. V. Karthikeyan in whose place the fifth applicant has been elected.
3. Pursuant to the notice issued on November 8, 1990, by the respondent for its annual general body ;meeting that was to take place on December 24, 1990, and in which one of the subjects proposed in the said meeting was to elect directors in the place of defendants Nos. 2 to 5 and one Karthikeyan who was co-opted during the year in the place of Thiru Tarapore who resigned in June, 1990, and thereby caused a vacancy and that as such, it was stated in the said notice that the above person has ;offered himself for reappointment and, consequently, the applicants herein were nominated as the directors of the respondent and that such notification was also published in the Indian Express dated December 14, 1990, and that after having deposited the requisite sums as per section 257 of the Companies Act, the first respondent has received the nomination from the applicants and that, accordingly, the advertisement was given on December 14, 1990, as abovereferred. Thus, the applicant's name had been proposed in the place of all the directors which was one of the items in the agenda to be discussed in the annual general body meeting of the respondent to be held on December 24, 1990.
4. Accordingly, all the applicants were nominated for being elected to the post of retiring directors as well as for the post of one director which had fallen vancant in the annual general body meeting of the respondent, held on December 24, 1990, and the election of directors was taken up on voting by show of hands, the plaintiffs/applicants were declared had elected as directs, as the chairman directed a poll suo motu to be conducted on the same date, the poll was conducted and the consequent counting was taken up on December 26, 1991, and the results were announced on December 26, 1991, and the results were announced on December 29, 1991, wherein all the applicants were declared to be duty elected. Consequently, resolutions were passed to that effect and the same were entered in the minutes book of the company as contemplated by law. While that was so, on January 2, 1991, the applicants were duly intimated about their having been elected as directors and, accordingly, they had given their consent letters and the necessary returns to the Registrar of Companies on January 7, 1991, have been filed since then, the applicants had been acting as directors till this date. Frustrated at this, defendants Nos. 4 and 5 in the suit having lost the election held, had been writing certain letters to the first respondent stating falsely that they had mustered some support to call for an extraordinary general body meeting on April 2, 1991, and for which a notice has been given for holding such an extraordinary general body meeting dated March 7, 1991.
5. In the context of a valid election having been conducted and the applicants were elected duly as provided by law and that the resolution has been entered into the books of the respondent as provided under the provisions of the Companies Act, the resolution itself has become final and cannot be questioned and it cannot be held as null and void by a subsequent resolution and if at all the requisitionists are interested, they could seek the remedy under section 284 of the Companies Act. Based on these grounds, it was averred by the applicants that the extraordinary general body meeting is illegal and in fact void as evident from the explanatory statement given by the first respondent in the notice itself. Apprehending that6 their rights are being prejudiced by the proposed extraordinary general meeting to be held on April 2, 1991, or on any other subsequent dates, an order of ad interim injunction is being sought for against the respondent.
6. On moving the above application urgently on March 26, 1991, this court on finding a prima facie case in favour of the applicants, granted the ad interim injunction against the respondent and thereby restrained the respondent from convening the extraordinary general body meeting to be held on April 2, 1991, or on any other subsequent date.
7. The fourth respondent in the suit, though not a party to this application, has filed a counter-affidavit to the above application in his individual capacity or as a member in which it was contended, inter alia, while admitting the averments made in ;paragraphs 2 and 3 of the affidavit filed by the applicant, that the president who was the chairman of the meeting held on December 24,1990, had announced a poll only in accordance with the demand by this respondent and others. With regard to the carrying out of the resolutions which were entered in the books of the company, it was the contention of this respondent that the resolution proposing the reappointment of this forth respondent as the director, must be deemed to have been passed as there were no votes given against the resolution by persons present in person or by proxy at the meeting held on December 24, 1990, and that thereafter, there was no vacancy for proposing any resolution for the appointment of a director in his plaice and that as such, the resolutions declared to have been passed are void under the provisions of sections 169 and 263 of the Companies Act.
8. It was the substratum of the main contention of the defendant that this defendant and others had to requisition a general meeting as the scrutineers appointed for the poll had manipulated the poll result without taking into account the objections taken by this defendant and other retiring directors. The said requisition is in accordance with section 169 of the Companies Act and they had called for an extraordinary general body meeting held on April 2, 1991. In short, the alleged resolutions entered in the books of the respondent are void by virtue of the provisions of the company law and that, therefore, no proceedings are necessary for calling the extraordinary general body meeting has been provided by the provisions of company law, the demand for calling the extraordinary general body meeting by these respondents and another were deemed to held valid in law and that initiating the proceedings and obtaining the interim order is quite against the interest of this defendant and that, therefore, the respondent prays that in the interest of justice, the applicants should not be allowed to function as directors in the context of the interim injunction granted already. To the above extent, this respondent prays for the modification of the order of interim injunction passed, by restraining the applicants from in any manner acting as directors of the respondent, pending disposal of the suit.
9. The fifth defendant, Yamuna Reddy, in the suit also filed a counter affidavit to the above application in which she simply followed and endorsed the contentions raised on behalf of the fourth defendant and prayed for the modification of ad interim injunction order passed against the first respondent and restraining the applicant from acting as the director of the first respondent company.
10. The first plaintiff, Thiru B. Sivaraman, has filed a reply affidavit to the counter-affidavit filed by defendants Nos. 4 and 5 wherein he has denied each and every one of the contentions raised by defendants Nos. 4 and 5, but at the same time, reiterated his contentions made in the plaint itself.
11. Upon the abovesaid pleadings, the question that arises for consideration is the following :
"Whether the applicants/plaintiffs have established a prima facie case to sustain the order of interim injunction passed on March 26, 1991, as absolute, till the disposal of the suit?"
12. Applications Nos. 2597 and 2598 of 1991 :
Both defendants Nos. 4 and 5 in the suit have filed the abovesaid Applications Nos. 2597 and 2598 of 1991, under Order 14, rule 8 of the Original Side Rules and Order 39, rule 4 and section 151 of the Civil Procedure Code, for modification of the order passed by this court in Original Application No. 288 of 1991 on March 26, 1991, by restraining the applicants from in any manner acting as the directors, on the result of the poll conducted at the 120the annual general body meeting held on December 24, 1990, on the same ground they had raised in the respective separate counter affidavit filed in O. A. No. 288 of 1991. As I have already briefed the main contentions raised in the traverse each and every one of the same.
13. Under the above circumstances, the only question which arises for consideration is as follows :
"Whether the applicants in the above Application Nos. 2597 and 2598 of 1991 have established a prima facie case to seek the indulgence of this court to modify the order of ad interim injunction passed on March 26, 1991 ?"
14. O. A. No. 289 of 1991 in C. S. No 421 of 1991 :
The applicants/plaintiffs have filed this application under Order 14, rule 8 of the Civil Procedure Code, read with Order 39, rule 1 and 2 and section 151 of the Civil Procedure Code, against the respondents for an order of interim injunction and thereby restraining the respondents, their men and agents from in any manner conducting the extraordinary general body meeting on April 2, 1991, or any other date for considering the subjects proposed in the notice dated March 7, 1991, pending disposal of the suit.
15. The short facts as culled out from the affidavit filed in support of the above application are as follows :
The applicants being the shareholders of the first respondent company which is one incorporated under the Companies Act carrying on business of accepting deposits and advancing loans for a long time as per the memorandum and articles of association had attended the annual general body meeting of the first responded company in which respondents Nos. 2 to 4 sought re- election as directors, but were not elected and that, in their place, new persons were appointed as directors and that had been given effect to and they are functioning as directors and that had been given effect to and they are functioning as directors of the first respondent company and while that was so, the applicants herein had come to see an advertisement caused in a Tamil news daily, Dinamani dated March 11, 1991, that an extraordinary general body meeting of the first respondent has been convinced on April 2, 1991 ; and that when they made enquiries, they were told by respondents Nos. 2 to 5 that they have challenged the validity of the poll conducted in the extraordinary general body meeting held on December 24, 1990, and that since the first respondent had not agreed with the contention of respondents Nos. 2 to 5, they had given a notice for holding an extraordinary general body meeting of the first respondent and that the subjects proposed for the agenda are the declare the poll conducted on December 24, 1990, void and for electing respondents Nos. 2 to 5 as directors of the first respondent company.
16. On the basis of these allegation, the applicants have averred that the proposed action of respondents Nos. 2 to 5 is illegal, non est and cannot be permitted. Since the applicants are affected by the proposal of respondents Nos. 2 to 5 individually and also as the shareholders of the first repondent and in order to prevent the illegality, they had instituted the suit for declaration and injunction and that, therefore, with a view to avoid any confusion to to created in the proposed extraordinary general body meeting by respondents Nos. 2 to 5, the applicants want that the said respondents Nos. 2 to 5 are to be restrained from convening the extraordinary general body meeting proposed to be held on April 2, 1991, by means of an injunction as prayed for.
17. On moving the said application urgently, in filing the suit in C. S. No. 421 of 1991, having identified with the prima facie case inherent with the applicant, this court has granted the ad interim injunction against respondents Nos 2 to 5 on March 26, 1991.
18. The fourth respondent, Thiru P. Obul Reddy, has filed a counter- affidavit in which he contends, inter alia, while admitting the poll of the first respondent conducted at the 120th annual general body meeting held on December 24, 1990, that the resolution proposing re-appointment of this respondent as a director must be deemed to have been passed in accordance with section 189 of Companies Act, as there were no votes cast against the resolution by the persons present or by proxy at the said meeting and that thereafter, there was no vacancy for proposing any resolution for the appointment of a director in his place and that as such, the resolution declared to have been passed by the respondents are void, under the provisions of the Companies Act.
While admitting the averments made in para 3 of the affidavit, he contends further that the scrutineers appointed for conducting the poll had since manipulated the poll themselves and that the chairman of the meeting and the board of directors had accepted the poll results without taking into account the objection taken by these respondents effecting the appointment of new persons are not valid in law and binding on him and that, therefore, this respondent wants not only the application to be dismissed but also for vacating the order of interim injunction passed in O. A. No. 289 of 1991.
19. The fifth respondent, Thirumathi Yamuna Reddy, also filed a counter-affidavit wherein she has followed the same contentions raised by the fourth defendant, Thiru P. Obul Reddy, and endorsed the same views in praying for dismissing and vacating the interim order passed already.
20. Dr. N. V. Krishna, who has sworn the affidavit filed in support of the above application, has filed a reply-affidavit, wherein he has specifically denied and repudiated everyone of the contentions made by respondents Nos. 4 and 5 in their counter- affidavit and also reiterated his stand which was narrated on his affidavit filed in support of the above application.
21. Upon the above the above pleadings, the only question which arises for consideration is as follows.
"Whether the applicants have established a prima facie case, warranting the indulgence of this court to sustain the order of interim injunction passed on March 26, 1991, as absolute against the respondents ?
22. Applications Nos. 2595 of 1991 and 2596 of 1991 :
On the basis of the contentions raised in the counter-affidavit by respondents Nos. 4 and 5 in Original Application No. 289 of 1991 who are the applicants in the above respective application, it is prayed for vacating the ad interim injunction passed against the first respondent on March 26, 1991, on the same grounds. Therefore, there exists no need for me to traverse each and every one of the averments and the counter-affidavit once again for the purpose of the above application.
23. The only question that arises for consideration, is as follows :
"Whether the applicant/respondents Nos. 4 and 5 have made out a case to vacate the order of interim injunction passed on March 26, 1991, as prayed for the Application No. 289 of 1991 ?
24. As the question involved in all the above applications are identical and one and the same, relating to the election of the first respondent as claimed by the applicant and controverted by the respondent, I have proposed to dispose of all these applications, together by common considerations.
25. The relief claimed in the suit in C. S. No. 420 of 1991 is for a declaration that the notice dated March 7, 1991, issued by the first defendant/respondent for holding an extraordinary general meeting on April 2, 1991, is illegal, void and non est in law and not binding on the plaintiffs/applicants and for a permanent injunction restraining the first respondent and their men from holding an extraordinary general meeting either on April 2, 1991, or on subsequent dates pursuant to the notice dated March 7, 1991, issued by the first respondent. This suit was filed by Mr. B. Sivaraman and four others who are the newly elected directors of the first respondent and identical reliefs were asked for in C. S. No. 421 of 1991 by Dr. N. V. Krishna, P. S. Ananthakrishanan and S. Muruganandan in their capacity as shareholders of the first respondent company. The reliefs claimed in all the above application are also identical with each other and involve a common question of law and facts to be considered. The fact that the first respondent company has been incorporated on 20th January, 1882, and that at which carrying on with other subject-matters as per agenda, it was decided that the applicants were to be elected as directors and that, for the said purpose, the chairman has ordered the poll and, accordingly, there was a contest for the election of five directors of the first respondent company and that as such, the poll was conducted and concluded, are all admitted. This was proceeded by the annual general body meeting of the first respondent held on December 24, 1990. as scheduled at Swamy Sankaradoss Kalai Arangam, at No. 153, Habibullah Road, Madras 600 017, and it was presided over by Mr. K. D. Parekh, who announced that the meeting had been attended by 810 members in person and that there were 9,927 proxies lodged with the first respondent and that on explaining the procedure to be followed for conducting the elections to be directed by the chairman, counsel for the first respondent, Thiru T. Raghavan, stated that every motion was to be voted individually, firstly, by show of hands and then on poll, if directed by the chairman, and the poll was ordered to be conducted by the chairman on the same date and it was scrutinized by Messrs. D. G. Masilamani and S. Jayaraman and with the approval of all the members present, the chairman directed that the members holding proxy be allowed to use one poll paper for casting votes for themselves and on behalf of the proxies. It was the case of the applicants that after the poll was conducted on the same date, counting had taken place on 26th December, 1990, after all the ballot boxes were duly sealed and kept under safe custody and that after scrutiny, the result of the poll was announced on December 29, 1990, declaring that all the applicants herein were declared as directors of the first respondent which factotum was duly recorded in the minutes book, maintained for the general meeting of the first respondent and was signed by the chairman. Then the newly elected applicants directors had assumed office and their consent was given in Forms Nos. 29 and 32, after having been duly filled up by the first respondent and filed with the Registrar of Companies, Madras, for intimating about the change in the composition of the board of directors of the first respondent. Basing on the abovesaid facts, it was the contention of the applicants in proving that as per the provision of company law and the memorandum and articles of association of the first respondent, the vacancy arising out the retirement of the four directors by rotation and one vacancy caused by the resignation and death of one director, it was decided in the annual general meeting held on December 24, 1990, under the chairmanship of Thiru K. D. Parekh, while transacting several other business notified in the agenda by show of hands, that the five applicants should be elected for the five vancancies as directors of the board of the first respondent and on an explanatory mode or procedure to be followed by the first responded, all the members were present and the poll was conducted a ordered by the chairman and counting had taken place on December 26, 1990, and December 29, 1990, and in and by which, all the five applicants were elected as the directors of the board of the first respondent which fact has been duly recorded in the minutes book of the first respondent, maintained for the general meeting as signed by the chairman and in implementing thereof, Forms Nos. 29 and 32 were also prepared with the consent of the newly elected directors, viz., the applicants and the Registrar of Companies was intimated of the change in the composition of the board of directors and that in which the respondents who contested for election had been defeated and that, therefore, everything has been duly and lawfully carried out and there were no laches or infirmities during the completion of the said process and that in pursuance thereof, the administration of the first respondent is being carried on.
26. All the documents filed along with the plaint numbering exhibits A-1 to A-25 have been relied on a by the applicants to substantiate their case abovereferred to. I may refer to the said documents for the purpose of appreciating the facts involved in this application. Exhibit A-1 is the printed book of the memorandum and articles of association of the first respondent ; exhibit A-2 is the printed copy of the annual report of the first respondent for the 120th annual general body meeting for the year 1989-90 ; exhibit A-3 is the copy of the notice published in the newspaper, as contemplated under section 257(1A) of the Companies Act on behalf of the first respondent : exhibit A-4 is the photostat copy of the proceedings of the 129th annual general body meeting held on December 24, 1990, at 9.30 a. m. at Swami Sankaradoss Kalai Arangam, No. 153, Habibullah Road, T. Nagar, Madras 600 017, signed by the chairman on January 22, 1991. These documents assume every significance in this case in the sense that the whole procedure which had taken place on the annual general meeting held on December 24, 1990, has been narrated as contemplated by law and these documents provide a clear answer to the contentions raised on behalf of the respondents herein ; exhibits A-5 to A-9 are the copies of letters addressed by the chairman of annual general meeting to all the applicants herein on January 2, 1991, intimating them that they have been duly elected as the directors of the first respondent company ; exhibits A-10 to A-15 are the copies of the necessary forms filled up by the first respondent-company as contemplated by the company law and sent to the Registrar of Companies for legal intimation : exhibits A-16 to A-23 are the copies of exchange of letters and reply letters among counsel for the applicant, the first respondent and other respondents, reiterating their contention made in the affidavits and the counter-affidavits. Exhibit A-24 dated March 4, 1991, is the explanatory statement given by Thiru T. Raghavan, counsel for the first respondent ; and, lastly, exhibit A-25 is the printed notice dated March 7, 1991, sent by the secretary of the first respondent, calling for the extraordinary general meeting, issued under section 169 of the Companies Act, to be held on April 2, 1991, to discuss and carry out the resolutions pertaining to the result of the poll and the consequent resolution passed on the appointment of the applicants as directors at the 120th annual general body meeting of the company announced on December 29, 1990, to be declared as void and that in their places, Thiru C. A. Ramakrishnan, Thiru N. Seshachalam, Thiru P. Obul Reddy and Thirumathi Yamuna Reddy have to be declared as directors and this notice forms the basis for the filing of the above suit and application by the applicants.
27. The plaintiff in C. S. No. 421 of 1991 also filed the printed memorandum and articles of association covered under exhibit A-1 ; the printed annual report ;of the 120th annual general body meeting of the first respondent for the year 1989-90 was also filed by the plaintiffs and marked as exhibit A-2 ; exhibit A-3 dated December 24, 1990, is the same copy of the proceedings of the 120th annual general meeting of the shareholders, which was marked in the other suit; exhibit A-4 is the copy of the report sent by scrutinized by names Messrs. S. Jayaraman and D. G. Masilamani on December 26, 1990, to the chairman of the meeting which assumes every importance and occupies a very predominant role in the instant case about which I will discuss later ; exhibit A-5 is the public notice caused to be published in the English newspaper about the calling of the extraordinary general meeting along with the explanatory statement by the secretary of the first respondent as required under section 173 of the Companies Act ; exhibit A-6 is the copy of the same impugned notice marked as exhibit A-25 in the other suit. The abovesaid documents which were relied on by the plaintiff in both the suits and the applicants in all the original application are more or less identical and one and the same.
28. A careful perusal of exhibit A-4 in C. S. 420 of 1991, the copy of the proceedings of the 120th annual general meeting of the shareholders of the first respondent held on December 24, 1990, at 9.30 a.m. at Swamy Sankaradoss Kalai Arangam at No. 153, Habibullah Road, T. Nagar, Madras 600 017, signed by the chairman of the said meeting provides a complete and clear answer to all the disputes raised by the respondents herein. The other clinching document available in this case marked as exhibit A-4 in C. S. No. 421 of 1991, is the copy of the report of the scrutineers who scrutinized the poll result by name Messrs. D, Jayaraman and D. G. Masilamani, dated December 26, 1990. Exhibits A-5 to A-10 and A-11 to A-15 in C. S. No. 420 of 1991 clearly demonstrate the fact that consequent on the appointment of the applicants as direction on the basis of exhibit A-4 in C. S. No. 421 of 1991, the same was duly intimated to all the applicants by the chairman and the prescribed forms were filled up and sent to the Registrar of Companies as provided by law and thus the resolutions were all duly entered in the minutes book of the first respondent as provided under section 173 of the Companies Act. Exhibit A-4 filed in C. S. No. 421 of 1991, viz., the report of the scrutineers, clinches the fact that the total votes polled on that date are 68,582 and the number of invalid votes are 3,235 and deducting the same, the valid votes polled on that date are 65,347. Then it was categorised that among the said total, the number of votes polled in person are 33,501 and by proxy 35,081 ; itemising the votes polled for the respective candidates who stood for contest, firstly, between Thiru C, A. Ramakrishnan obtained 30,783 votes, that secondly, among the two candidates, Thiru N. Seshachalam and Thiru T. T. Selvam, the second applicant, Thiru T. T. Selvam, obtained 35,074 votes as against 30,260 votes obtained by Thiru N. Seshachalam ' Thiru P. Obul Reddy obtained 29,661 votes as against 35,683 votes obtained by Thiru R. S. Jeevarathinam, the third applicant ; that between Tmt. Yamuna Reddy and Thiru M. A. Mohanakrishnan, Thiru M. A. Mohanakrishnan, the fourth applicant, secured 34,557 votes as against Tmt. Yamuna Reddy Who secured 30,790 and that the fifth applicant, Thiru C. R. Vedachalam, alone contested and for whom among the shareholders of the first respondent company who have participated in the poll on that date cast their votes in favour of Thiru C, R. Vedachalam numbering 36,743 and against him 28,088 votes.
29. It has to be seen that on the basis of the votes secured on the date, the applicants were declared as elected and the rival contestants, viz., the fourth and the fifth defendants, were declared as defeated.
30. It was the main plank of attack brought on behalf of respondents Nos. 4 and 5, Thiru P. Obul Reddy and Tmt. Yamuna Reddy, that since there were no votes polled against their candidature and they obtained considerable votes, they should be deemed and declared as elected. Reiterating the contentions, Thiru G. Subramaniam, counsel for the contesting respondents, strenuously argued before me that since there were no votes polled against their clients and as they secured a large number of votes, they are to be declared as elected in the said annual general meeting and that the said aspect has not been considered either by the scrutineers or by the chairman of the said meeting and the said election claimed to have been conducted on December 26, 1990, has to be set aside and that only with the said object, exhibit A-25 in C, S, No. 420 of 1991 and exhibit A-6 in C. S. No 421 of 1991, the notice calling for the extraordinary general meeting of the first respondent was being requisitioned by all the members of the first respondent was being requisitioned by all the members of the first respondent was being requisitioned by all the members of the first respondent at the behest of the contesting respondents who were defeated. Having perused very meticulously the report of the scrutineers covered under exhibit A-4 filed in C. S. No. 421 of 1991, I feel totally unable to subscribe any view in favour of the contentions of the contesting respondents or the arguments advanced on their behalf by Thiru G. Subramaniam, learned counsel. There is a fallacy in his arguments that since there no votes polled against the candidates, viz., Thiru C. A. Ramakrishnan, Thiru N. Seshachalam, Thiru P. Obul Reddy and Smt. Yamuna Reddy, they are to be declared as elected. After a careful scrutiny of the said report, I am able to see that for the vacancy of the directorship, there were two contestants by name Thiru C. A. Ramakrishnan and Thiru B. Sivaraman between whom the letter has secured more votes, that is, 34,557, than the former who secured 30,783 ; that between Thiru N. Seshachalam, and Thiru T. T. Selvam the latter has secured more votes, i.e., 35,683 than the former who secured 29,661 ; and that between Tmt. Yamuna Reddy and Thiru M. A. Mohanakrishnan, the latter has secured more votes, that is 34,557 than the former who secured 30,790 and that as such, the contestants who have secured more votes that their rivals were declared as duly elected. The votes were polled in person and by proxy and the total number of votes polled are 65,347 and the voters by casting the votes preferred the said applicants to contesting respondents. In the cases of two persons contesting the election, it is he who secured more votes who was declared as duly elected, but in the case of a contest for one post of directorship, the question of votes polled against the candidates does not arise, as was contended by learned senior counsel. For example, Thiru C. R. Vedachalam, the fifth applicant herein, is the only one candidate who stood for contesting the election for directorship and among the total number of votes both in person and proxy, 36,743 votes were polled in his favour and 28,088 were polled against him. That virtually means, 28,088 were against him but the majority of 36,743 votes were polled in his favour which are more than the votes polled against him and he was declared as elected. I would like to make it clear that in such of the directorship posts, if there is a contest among two or more candidates is the only one criterion and that alone has to be taken into consideration for declaring him elected. But, in the case of only one person seeking approval of his being elected, then alone the question of polling the votes for and against him comes into the picture. In the context of the above position, I may reject the contentions raised on behalf of respondents Nos. 4 and 5 that since there were no votes against them, they should be declared to be elected as directors. In my firm view, their contentions seem to be absolutely meaningless and no legal sanctity can be attached to that and cannot be sustained for any moment.
31. Then another attack was brought on behalf of the respondents that the scrutineers appointed during the annual general meeting, in filing the report, have mishandled and committed so many malpractices in declaring the applicants as elected and they have not adopted the normal procedure and mode and that, therefore, their contentions cannot be accepted. To substantiate this written plea, there were no arguments advanced by counsel on behalf of the respondents. Even so, there was no material or4 iota of evidence made available to suspect the report filed by the scuthineers, covered under exhibit A-4. the counter-affidavit filed by respondents Nos. 4 and 5 contains no iota of materials to substantiate the plea of misdeeds, malpractices and mischandling in the votes polled in; preparing a report by the scrutineers. Therefore, I may straighaway reject their contention as not all maintainable either in law or on facts.
32. But a careful and meticulous perusal of the report filed by the scrutineers with all the details and the proceedings of the report of the annual general meeting held on December 24, 1990, proves that it is vital document which clearly demonstrates the fact that first respondent and completed by electing the fifth applicant herein, as was rightly and justifiably contended by Thiru V. S. Subramaniam, learned counsel appearing for the applicant in |C. S. No. 420 of 1991 and Thiru C. Harikrishnan, learned counsel appearing for the plaintiff in C. S, No. 421 of 1991, that the election has been conducted and held lawfully and in keeping with the legal norms as contemplated by law and procedure being followed by respondents, as advised by their legal adviser and as such, the said aspect was proved and recognised by the resolutions passed and entered in the minutes book which was duly intimated to the Registrar of Companies as contemplated by law. All the above facts have been clearly fortified by the minutes of the annual general body meeting held on December 24, 1990, prepared by the chairman of the first respondent company. On a careful perusal of the entire documents relied on behalf of the applicants/plaintiffs in both the suits, I am fully satisfied to hold that there are no infirmities or laches or any malpractices committed by the scrutineers on behalf of the applicants/plaintiffs in conducting the elections and electing of the applicants herein as abovereferred. Accordingly, the recomposition of the board of directors on the basis of the election results was duly intimated to the Registrar of Companies, as contemplated under the provisions of the Companies Act, after having entered the said resolutions in the minutes book of the annual general meeting of the first respondent company. At this juncture, it will be worth referring to sections 193 to 195 of the Companies Act, 1956, as amended up-to- date.
"193. (1) Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its board of directors or of every committee of the board, to be kept by making within thirty days of the conclusion of every such meeting concerned, entries thereof in books kept for that purpose with their pages consecutively numbered.
(1A) Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed-
(a) in the case of minutes of proceedings of a meeting of the board or of a committee thereof, by the chairman of the said meeting or the chairman of the next succeeding meeting;
(b) in the case of minutes of proceedings of a general meeting, by the chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that chairman within that period, by a director duly authorised by the board for the purpose."
33. It is relevant to advert to section 194 of the Act which reads as follows :
"Minutes of meetings kept in accordance with the provisions of section 193 shall be evidence of the proceedings recorded therein."
34. This section is followed by section 195 which occupies a significant role and the same is as follows :
"Where minutes of the proceedings of any general meeting of the company or of any meeting of its board of directors or of a committee of the board (have been kept in accordance with the provisions of section 193), then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and in particular, all appointments of directors or liquidators made at the meeting shall be deemed to be valid."
35. Thus, a cursory perusal of this section 195 regarding the presumption to be drawn where minutes of the company duly drawn and signed, clearly proves that the presumption arising in this section is a rebuttable one by adducing contrary/evidence, that if a proper minutes book is kept and proceedings of meetings are duly recorded, it shall be deemed that the meeting has been duly called, held and all proceedings thereat have duly taken place and the consequent appointment of director or directors has been validly made. If the minutes are not recorded or signed within the prescribed period, then it is to be presumed that it is not properly kept and it will not be receivable in evidence.
36. Keeping the above legal norm provided in section 195, based on sections 193 and 194 of the Companies Act to the facts of the present one, with reference to exhibit A-4, the proceedings of the minutes, covering the 120the annual general body meeting of the first respondent held on December 24, 1990, at a place called Swami Sankaradoss Kalai Arangam, T Nagar, Madras, from 9.30 a.m. till the evening, as was signed by its chairman, Thiru K. D. Parekh, duly passed and entered in the minutes book, it is manifest that the same squarely comes within the legal limbs of the above provisions of law.
37. The legal presumption arising out of this minutes as was entered in the books of the annual general body meeting of the company by its chairman and which was duly intimated to the Registrar of Companies, as contemplated under section 264 of the Companies Act, clearly and totally is in favour of the applicants herein and unless and until the contrary is proved by respondents Nos. 4 and 5, the meeting held on December 24, 1990, shall be deemed to be duly called and held and all the proceedings shall be held as having duly taken place and in particular, the election of all these applicants as directors of the board of directors of the first respondent shall be valid one. However, the onus cast on the person who challenges the resolution or the entering of the minutes on the ground of malpractice or misdeed is only upon the contesting respondents Nos. 4 and 5 as has been clearly provided by this section and though the respondents had attempted to cast aspersions or a challenge against the lawful contention of the election of applicants, they have virtually and deliberately failed to prove even a semblance of proof as contemplated by this section.
38. Under the circumstances, I am fully satisfied to hold that in conducting the annual general body meeting of the first respondent on December 24, 1990, as claimed and contended on behalf of the applicants/plaintiffs, is valid, lawful and completed without any iota of laches or infirmities or irregularities whatsoever and that with regard to the same in the context of the duly recorded minutes in the books of the first respondents as duly intimated to the Registrar of Companies, as provided under section 177, 178, 179, 184 and 264 of the Companies ACt, it has been clearly made out that the applicants have established a strong prima facie case against the respondents herein.
39. I have carefully perused the memorandum and articles of association of the first respondent which is available in the printed book form covered under exhibit A-1 in both the above original applications. The memorandum and articles of association of the first respondent do not contain any article providing the mode upon which the elections to the board of directors to fill up the vacancies are to be conducted. In the absence of any specific articles or provision, what is the mode of election to be followed in electing the directors or the managing directors of the company, viz., the first respondent. It is the case of the plaintiff that on the date of the annual general body meeting held on December 24, 1990, all the five applicants were declared as the real contestants by show of hands. The chairman who presided over the meeting then ordered the poll and, consequently, the legal adviser of the first respondent, viz., learned counsel, Thiru T. Raghavan, explained the various procedures and modes to be followed in conducting the poll for electing the five directors of the board of the first respondent company to all the shareholders and members of the first respondent, who were on the eve of the election and thus everyone was apprised of the mode and that at the meeting, the contesting respondents Nos. 4 and 5 as well as the other defeated candidates were also present. It has to be seen that it is not the case of the respondent that they were not aware of the mode of election followed by the chairman of the annual general meeting or the manner in which the poll was conducted on the subsequent dates. It is the undisputed case among the parties that pursuant to the decision taken in the annual general meeting held on December 24, 1990, by appointing the scrutineers, the poll was conducted on December 26, 1990, and that following the poll, the scrutineers had taken charge and they completed their job and the chairman announced the result of the poll on December 29,1990. Therefore, with regard to the mode of poll conducted by the first respondent company in electing the five directors, there is no dispute among the parties herein. What the respondent contended was that the scrutineers appointed for the purpose of completing the poll have committed malpractices, misdeeds and so many nefarious activities in declaring all the present applicants as the successful candidates. But for which, as I have already observed, the proceedings of the minutes of the annual general meeting held on December 24, 1990, and report of the scrutineers, with the subsequent documents, exhibits A-6 to A-15 would clearly provided a fitting reply and answer for the same. It, therefore, follows that the contesting respondents were not able to point out a single infirmity in the results of the poll conducted by the first respondent on December 24,1990, and announced on December 29,1990. They have miserably failed to do so and except a mere self-serving and ipse dixit of the claim, there is no semblance or iota of evidence made available before this court to substantiate the contentions of the respondents herein. Their contentions with regard to the abovesaid aspect of poll is vitiated by fraud and so on, remains as a solitary aspect as not having been brought to prove to any extent. On the other hand, by adducing documentary evidence and written pleadings, the applicants had candidly established a strong prima facie case in their favour against the respondent and about the mode of conducting the elections and the result of the same, consisting of every legal formalities had been performed in doing so. In this context, the arguments advanced on behalf of the plaintiffs if both the suits by Thiru V.S. Subramaniam and Thiru Harikrishan, learned counsel for the applicants in both the suits, are to be countenanced in their entirety and, accordingly, I accept the same.
Then comes the question of the legal aspects of the requisition given by the respondents and their group, viz., the defeated shareholders and their supporters calling for a requisition to the first respondent company to convene the extraordinary general meeting of the shareholders of the first respondents, covered under exhibits A-6 and A-25, in both the above suits. A casual look at the notice dated March 7,1991, abovereferred to clinches the fact that this notice has been given under section 169 of the companies Act, 1956, for the purpose of convening the extraordinary general meeting to consider the business set out in the agenda by means of carrying out the resolution, viz., (i) to declare that the result of the poll on the resolutions on the appointment of directors held on 24th December, 1990, at the 120th annual general meeting of the company and announced on 29th December, 1990, and (ii) to declare the Thiruvalargal C. A. Ramakrishnan, N. Seshachalam, P. Obul Reddy and Smt. Yamuna Reddy, the defeated candidates, as the directors of the company. This notice has been given in compliance with the legal terms provided under section 169 of the Companies Act. On receipt of this notice on February 18,1991, the first respondent company sought legal opinion and gave an explanatory statement. It was on the basis of this notice that the proposed calling for the extraordinary general meeting of the first respondent by the requisitionists of this notice has been stayed by the order of this court, on moving the abovesaid applications, urgently.
40. Thiru G. Subramaniam, the learned senior counsel appearing for the respondent, contends by relying on this section, viz., section 169 of the Companies Act, that the requisitionists had complied with all the legal norms and ingredients in sending this notice to the first respondent by virtue of the provision of this section and that the requirement provided in this section amounts to a mandatory one, the first respondent cannot evade the calling of the extraordinary general body meeting or refuse to comply with the demand made therein for the reason that this section is an exhaustive one and provided every remedy to such of the shareholders who may have every grievance over the mode of functioning of the directors of a company and that, therefore, the prayer asked for by the contesting respondents in the respective applications in both the suits, can safely be granted.
41. At this juncture, it may become useful to refer to section 169 of the Companies Act, which is extracted as hereunder, thought not in full, but with the relevant clauses alone :
"169. Calling of extraordinary general meeting.-(1) The board of directors of a company shall, on the requisition of such number of members of the company as is specified in sub-section (4), forthwith proceed duly to call an extraordinary general meeting of the company.
(2) The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitonists, and shall be deposited at the registered office of the company.
(3) The requisition may consist of several documents in like form, each signed by one or more requisitionists."
42. Then the relevant clause for the purpose of this case is sub- clause (6) which reads as follows :
"If the board does not, within twenty-one days from the date of the deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of those matters on a day not later than forty-five days from the date of the deposit of the requisition, the meeting may be called-
(a) by the requisitionists themselves,
(b) in the case of a company, having a share capital, by such of the requisitionists as represent either a majority in value of the paid-up share capital held by all of them or not less than one-tenth of such of the paid-up share capital of the company as is referred to in clause (a) of sub-section (4), whichever is less......."
43. Sub-section (7)(a) has some relevance to be referred to which is as follows :
"(a) shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the board; but
(b) shall not be held after the expiration of three months from the date of the deposit of the requisition."
44. Thus, it has been made clear that if the respondent company received a notice from the requirement number of shareholders, under this section, that they intended to move resolutions for the removal of the applicants who were the directors and also to move resolutions of the applicants who were the directors and also to move resolutions for appointment of other persons as directors, then it was for the company to circulate the notice to all the directors and that upon doing so, the company should call for an extraordinary general meeting for the purpose of carrying on the business specified in the said notice and in the event of not convening the extraordinary general meeting, it was provided in this section that the requisitionists may by themselves convene the extraordinary general meeting after and within the stipulated time and carry out the resolution.
45. It has to be seen that a legal obligation is placed on a company to convene the extraordinary general meeting on the receipt of a valid notice under section 169 of the Companies Act, and the convening of an extraordinary general meeting is mandatory. If that is so, then the contesting respondents along with their supporters may subsequently add and carry the resolutions as clearly specified in the notice, exhibit A-25, in this case and that in such position, the duly elected directors, viz., the applicants herein, are to be removed which no law would recognize and it follows to that extent, the mandatory provisions and requirement provided under section 169 of the Companies Act are to be followed by the first respondent company.
46. In the context of the specific purpose and object, the respondents had called for the extraordinary general meeting, taking shelter under section 169 of the Companies Act in exhibit A-25, the notice dated March 7, 1991, to remove all the applicants with the procedure and accepted mode, and announced that there were no laches of any kind in appointing the requisitionists themselves, as directors, in their place. This anomaly may provided a good ground to stop the normal and regular administration of the first respondent company, under the shelter of section 169 of the Companies Act.
47. Nevertheless, I may observe in the above context that what sub- section (6) of section 169 of the Act provides is that the requisitionists may themselves call a meeting, if the board does not call a meeting within 21 days from the date of deposit of a valid requisition. The word "valid" provided in this sub-section clearly indicates that the requisition which was made must be valid and lawful. In other words, such a requisition was for consideration of a resolution which would amount per se to a valid requisition; otherwise, it would clearly mean that the directors were not required to call a meeting. May be true that the word "valid", adopted in this section, has not reference to the object of the requisition but rather to the requirements in that section itself. Therefore, it is clear that what is required to be seen is whether the requisition deposited with the first respondent was in accordance with the provisions of this section, as to it contents and other aspects. But, if it is considered to be valid, then the directors of the company shall not refuse to act on the requisition, but if the object for which the requisition was made is not for carrying out a valid purpose, then it may provide a speculation or a deadlock in this context. It is only at this juncture, that the applicants had approached this court for their redressal, by means of granting interim injunction and that accordingly, on finding a prima facie case, this court had granted the order and the same is in force.
48. Here is a case in which it has been candidly established that the election of the applicants/plaintiffs was lawful modes accepted and adopted and entered in the minutes book of the company and followed by duly intimating to the Registrar of Companies in compliance with all the legal formalities which would virtually mean that the resolution carried in the annual general meeting held, has been fully implemented and accordingly, all the applicants and plaintiffs have been working constituting the board of directors of the first respondent and discharging their duties in carrying out the administration of the first respondent.
49. Then the question that remains to be solved is what is the remedy open to the applicants herein in the context of a notice lawfully complying with the ingredients contemplated under section 169 of the Companies Act given by the respondent herein contemplating their removal and appointing the respondents and their men as directors of the company, under the pretext of the majority? If I answer this question, that the applicant has no remedy, then, I am afraid that I shall be guilty of not rendering justice to the parties and I shall be guilty of encouraging the respondents in dislodging the due and lawful election conducted by the first respondent. A careful perusal of almost all the relevant provisions contained in the company law clinches the fact that no specific provision has been provided in the said Act projecting a remedy to the aggrieved person like the applicants in the instant case. But, in the context of the present position, I am of the firm view that this court can interfere in a matter of this kind and provide a legal remedy to the aggrieved person, viz., the applicants herein, because I find that there is no provision, barring the jurisdiction of the civil court in matters where relief is sought for in respect of the personal rights of the shareholders, directors and so an, such denial of their right of voting or attending the general meeting and so on. It has to seen further that the ordinary civil courts are not deprived of their jurisdiction to decide the rights of parties except where the Companies Act expressly excludes it such as in matters relating to winding up. It is, therefore, clear that in the present context, section 9 of the Code of Civil Procedure can be made applicable to cases of this nature, except where the jurisdiction of the civil court is expressly excluded. It would follow that the civil court has jurisdiction in respect of matter falling within the jurisdiction of this court, having jurisdiction under the Companies Act which would mean that power or jurisdiction of the civil court operates only in respect of matters falling within the Companies Act. It is also accepted norm that as a rule, except in matters for which the Companies Act itself provides remedies, the civil court may have jurisdiction over all other matters of civil nature.
50. In this context, it has become useful for me to refer at this stage to section 9 of the Code of Civil Procedure which is as follows :
"9. Courts to try all civil suits unless barred.- The courts shall (subject to the provisions herein contained) have jurisdiction to try all suits of a civil nature excepting suits of which their cognizance is either expressly or impliedly barred.
Explanation I.- A suit in which the right to property or to an office is contested is a suit of a civil nature, notwithstanding that such right may depend entirely on the decision of questions as to religious rites or ceremonies.
Explanation II. - For the purpose of this section, it is immaterial whether or not any fees are attached to the office referred to in Explanation I or whether or not such office is attached to a particular place."
51. A mere reading of this section visualises the fact that in so far as the jurisdiction of the civil court is concerned, there shall be a presumption in favour of its jurisdiction of the civil court is not to be readily inferred and that such exclusive jurisdiction must be explicitly expressed or mere implied. It, therefore, follows that there must be a clear provisions of law available ousting the jurisdiction of the civil court which must be strictly considered and that the onus for the same lies on the party who claims the ousting of the jurisdiction.
52. Importing the said legal norm in and the presumption I find that there is no difficulty in holding that the civil court shall take cognizance of every matter, because it possesses jurisdiction to do so under the purview of section 9 of the Code of Civil Procedure and not because of anything contained in the Companies Acts. Having followed the above legal norm, I am able to gauge that the personal right conferred in favour of all the applicants herein, viz., the directorship of the board of directors of the first respondent company is at stake by the contemplated convening of an extraordinary general meeting as specifically provided under the notice given by virtue of section 169 of the Companies Act, covered under exhibits A-6 and A-25 in both the suits, the personal right and interest of the applicants will be dissipated, if allowed.
53. Having considered the established factual aspects of the case, I am so clear in my mind to hold that the respondents are not entitled to give notice pursuant to the legal ingredients provided under section 169 of the Companies Act to call for an extraordinary general meeting of the first respondent for the purpose specified in the said notice for which, they are not legally entitled to do so. The reason being is that it may be true that after the election was over, the defeated candidates, viz., the respondents and their supporters may be able to muster huge strength by adopting one mode or other obviously known to themselves and that in consequence thereof, the respondents would have been able to comply with the legal requirements provided under section 169 of the Companies Act in calling for an extraordinary general meeting. But that strength of the respondent cannot be allowed to obliterate or remove the personal remedy provided to all the applicants herein by dislodging themselves from their directorship who were duly elected under the due process, mode and law. There is no law to recognize such kind of covert act now being adopted by the respondents. It does not mean that the respondents are remedyless, but what they could say at the present circumstances ;is that since they are not entitled to, in my view, to convene the extraordinary general meeting for the purpose of removing the directors from the directorship of the first respondent, but to declare them as self-styled directors of the first respondent. At best, in my firm view, the respondents can wait till the next vacancy arises either by rotation or otherwise in the board of directors of the first respondent and that before the same occurs, they are not entitled to convene the extraordinary general meeting for the purpose mentioned in the notice covered under exhibits A-6 and A- 25 in the respective suits and for which there is no law recognising the activities of the respondent in dislodging the applicants from their duly elected board ;of directors and declare themselves as directors of the first respondent company which may at the extreme amount to a self-styled one. In the context of the pleadings raised in the affidavit as well as the pleadings narrated in the plaint and by the documentary evidence relied on on behalf of the applicants/plaintiff in both the cases, Thiru Harikrishan and Thiru V. S, Subramaniam, learned counsel appearing for the applicants/plaintiffs, would strenuously and justifiably contend that if the order of ad interim injunction granted already is not made absolute or vacated, then it would confer every right or strength to the respondents to virtually stop the entire administration of the first respondent by dislodging the applicants from their duly elected directorship position and the respondents would occupy the said position, which would cause every hindrance and irreparable loss and prejudice to the applicants herein and that further, on such contingency, the entire provisions of the company law would be defeated. There is every force in the argument of learned counsel for the plaintiffs. Per contra, learned counsel, Thiru G. Subramaniam, was not able to counter the arguments advanced on behalf of the applicants.
54. One of the contentions raise on behalf of the respondents was that by virtue of the combined effect of sections 169 and 263 of the Companies Act, by carrying out a single resolution for the appointment of all the applicants herein as directors of the board of the first respondent, they are necessarily to be removed, but since the very resolution entered in the books of the first respondent itself is not valid under the above sections of law. Having considered the gamut of sections 169 read with section 263 of the Companies Act to the facts of the instant case, I am so clear in my mind that the above contentions of the respondents cannot be sustained for any purpose for the simple reason that all the applicants herein have not been appointed by carrying out a single resolution held on December 24, 1990. But this is a case where all the five applicants were declared to be the nominees for the election by show of hands and consequently, the chairman of the annual general meeting ordered the poll and in pursuance thereof the poll was conducted in accordance with the mode announced by the legal adviser of the first respondent and explained in the open meeting as evident from the explanatory statement given by the first respondent and scrutineers were appointed by the chairman as provided by law and they have submitted their report on the basis of which the chairman has declared and announced the result of the poll by getting the consent of the applicants, complied with the legal requirements as provided under section 264 of the Companies Act. In the context of the above compliance with all the legal ingredients and formalities by the applicants as I have referred to, I feel totally unable to accept the contention raised in the counter- affidavit as well as the arguments advanced by learned counsel, Thiru G. Subramanian on behalf of the respondents that the election was vitiated by fraud.
55. Then learned counsel, Thiru V.S.Subramanian and Thiru Harikrishan, appearing for the plaintiff in both the suits have cited the following text books and case-laws in support of the contentions and arguments advanced on behalf of the applicants.
(1) Gold Company, In re [1874-1880] All ER (reprint) 957 at 964; [1879] 11 Ch 701 (Ch D), (2) Palmer's Company Law, 22nd edition, at page 530, (3) Section 193, 195, 177, 179, 257, 195 and 505 of the Companies Act, (4) Shackleton on Meetings (Company Law), 6th edition (1977), at page 198 and 199, (5) Holmes v. Keyes (Lord) [1958] 28 Comp Cas 414; [1958] 2All ER 129 (CA), and (6) Shaw v. Tati Concessions Ltd. [1913] 1 Ch 292.
56. Per contra, relying on sections 169, 177, 178, 179 and 184 of the Companies Act, Thiru G. Subramaniam, appearing for the respondent, added the following case-laws in support of the arguments advanced by him on behalf of the respondents :
(1) Isle of Wight Railway Company v. Tahourdin [1884] 25 Ch 320, 334 (Ch D), (2) Cricket Club of India Ltd. v. Madhav L. Apte [1975] 45 Comp Cas 574 (Bom) at pages 584, 585, (3) Pennington's Company Law, fifth edition, at page 724, (4) Life Insurance C corporation of India v. Escorts Limited [1986] 59 Comp Cas 548: [186] 1 SCJ 38, (5) State of Uttar Pradesh v. Singhara Singh, , (6) Raghunath Swarup Mathur v. Dr. Raghuraj Bahadur Mathur , (7) K.P.M.Aboobucker v. K.Kunhamoo, AIR 1958 Mad 287, and lastly, (8) Hakhitan Law of Meetings at page 115.
57. I have carefully perused the above text books on company law and the case-laws cited above, in the context of the proved and established factual aspects of the instant case. Though I have absolutely no discontent with the legal ratios held out in the above case-laws as well as the text books pertaining to the rights of the shareholders of a company and the various modes to be adopted in appointing and removing the directors and conducting the elections and so on, since they were on different facts not at all germane to the present case, the ratio held therein may not render any help or assistance t the respective parties in this case. Therefore, under the circumstances, I feel that it is totally not necessary to traverse or import or refer to any of the citations individually one by one in this case.
58. On the basis of the pleadings and the arguments advanced on behalf of the parties by the respective learned counsel, I have fully considered the same to the very depth of the matter and I am so clear in my mind to hold that the plaintiffs in both the suits, viz., the applicants, being the elected directors of the first respondent duly elected as the shareholders of the first respondent company have established a strong prim facie case in their favour against the respondents and that there was no iota of evidence even to the extent of semblance of prima facie are not available on behalf of the respondents and that, therefore, I am fully satisfied to accept the case advanced on behalf of the applicants herein. In the result, I fee totally unable to accept any of the arguments advanced on behalf of th respondents herein, nor their contentions raised in the affidavit.
59. In the result, I answer point No. 1 in both the Original Applications Nos. 288 and 289 of 1991, in favour of the applicants/plaintiffs and with regard to the points in Applications Nos. 2597 and 2598 of 1991 and 2595 and 2596 of 1991,I answer the same against the applicants, viz., the contesting respondents.
60. Accordingly, I hereby allow the Original Applications Nos. 288 and 289 of 1991. The order of interim injunction passed on March 26, 1991, is hereby made absolute till the disposal of the suit, as contemplated by Order 39 of the Civil Procedure Code and section 36 of 37 of the Specific Relief Act. Accordingly, booth the above applications are allowed with no order as to costs.
61. Applications Nos. 2595, 2596,2597 and 2598 of 1991 filed by the respondents/defendants Nos. 4 and 5 fail and, accordingly, the same are dismissed with no order as to costs.