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4. In order to appreciate the scope of the plaintiff's suit and his application, as few salient features of the controversy have to be kept in mind. As per the avernments, the plaintiff in his capacity as the shareholders of defendant No. 2 company is vitally and substantially interested in its affairs. On March 12, 1986, he served the company with a notice under section 176(7) of the Companies Act, 1956, expressing his intention to inspect the proxies lodged with it in respect of the annual general meeting. On the same day, the secretary of the company informed the plaintiff that the proxies can be inspected from March 14, 1986, onwards during the office hours. In response to the said offer, the plaintiff carried out the inspection and pointed out various irregularities in the instruments of proxies in his letter dated March 14, 1986. On the very next day, the plaintiff deposited another letter with the chairman alleging that from the perusal of the instruments of proxies, it was apparent that the proxies in favor of one Dr. Raja Ram Jaipuria were all dated March 13, 1986, and on the said proxies dating has been done, not at the time of execution of the form by the member, but by the proxy (holder) at the time of submission of proxy forms with the company, with the object if making those forms by the member submitted to the company. By the same letter the plaintiff requested defendant No. 2 to make an investigation and to ascertain from the shareholders as to which proxy was executed by him last, since the same shareholders had also issued proxies in favor of Shri Mahendra Swarup, failing him Shri K. S. Mehta and failing him Shri Nimesh Kampani. Till date, his objections have not been investigated by the defendants.

6. It was also pointed out that the proxies which were dated March 13, 1986, could not all have been physically delivered to Dr. Raja Ram Jaipuria/Shri Sita Ram Singhania/Shri J. Chaudhary on the same date before 11.30 a.m. since the shareholders who signed the said proxies reside all over India and/or in remote parts of the country. Furthermore, the mere fact that a later date appears on a proxy form, i.e., March 13, 1986, cannot by itself mean that such proxy would prevail over a proxy bearing an earlier date, for, the one bearing the earlier the earlier date may, in fact, be that last proxy signed by the shareholder concerned. It is not the date which a proxy bears that would determine which proxy would prevail over the other but the actual time and date when such proxies are signed by the shareholders concerned. In this letter, the plaintiff requested that there exist valid, reasonable and bona fide grounds for the chairman and/or the company to investigate into the validity of the said proxies. The defendants have not cared to investigate into the validity of these proxies, nor any orders on his letters/objections have been passed by the chairman, and thus left with no other option, the plaintiff had filed the present suit and the application.

2. Whether the proxy form bearing the date given by the shareholders, will prevail over the proxy with a later date mentioned by the nominee?

3. Whether the chairman of the annual general meeting considered and disposed of the objections of the plaintiff contained in his letters dated March 15, 1986, and April 2, 1986, if not to what effect? "

13. These questions can easily be disposed of by referring to the pleadings and the various documents on which the parties have placed reliance. However, at the outset, the principles relevant for the grant of the temporary injunctions have to be kept in mind. In order to obtain the interim relief, the plaintiff must show - (i) that he has a prima facie case; (ii) that he is likely to suffer irreparable injury if the injunction is not granted; and (iii) that the balance of convenience lies in his favor.

17. It is a normal practice amongst the shareholders of a particular company, who are interested in the elections to the office of the said company, to solicit the support of their relations, friends and admirers. Generally, the shareholders do attend the annual general meeting/other meetings personally. In the case of other persons who are residing at places far away from the registered office of the company or are unable to attend on one ground or the other and are desirous of being represented, they execute proxies in favor of their friends, whether shareholders or not, so that they may have the satisfaction of having participated in the meeting. The interested parties do collect such proxies form such like persons, well in advance of the holding of the meetings. They obtain the blank proxies and deposit the same after filling up the blanks, before the holding of the meeting. There is nothing wrong in this practice not can the plaintiff have any grievance. It is not disputed that the plaintiff was interested and in fact voted for Sh. Mahender Swarup and his nominees. This group had also collect much more proxies for their candidates in a similar fashion. They have utilized those very proxies in the same manner as the defendant's group have exercised their right. The plaintiff now cannot come round and raise any objection to the proxies collected by the defendants. If the defendants have committed any irregularity in collecting the proxies, the same arguments will destroy the case of the plaintiff and his group. There is no necessity for each shareholder to be personally present, at the place of the meeting and sign the proxy forms in blank. To determine the validity of these proxies, appropriate safeguards have already been taken. In view of these circumstances, there is no force in the first contention of the plaintiff.