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37. Learned counsel, appearing for the plaintiffs, has also argued that the two letters addressed by the financial institutions which was the reason for the adjournment sought by the second defendant have not been placed before the shareholders and, therefore, there is suppression of a material fact before passing the said resolution and on that ground also, the resolution has to be held as an invalid one. Here again, I wish to state that the two letters of the financial institutions have been considered by those who have assembled at the meeting and only after a detailed discussion with regard to the necessity for postponing the meeting, the meeting has been adjourned as in the minutes. Therefore, it cannot be stated that there is any suppression of material fact before the shareholders who have assembled to pass resolution No. 12. Learned counsel, appearing for the plaintiffs, would argue that there is no proper notice for the meeting date March 20, 1995. The meeting held on March 20, 1995, is a meeting which has been adjourned from September 12, 1994. Since it was held after 30 days, a notice has also been sent enclosing the proxy forms to enable such of those shareholders who have purchased shares subsequent to September 12, 1994, to participate in the meeting. The meeting being a continuation of the original meeting, notice containing the same form of resolution and explanatory statement has been stated in the notice and there is nothing improper to hold that there is no valid notice. At one stretch, learned counsel, appearing for the plaintiff, would argue that there is no necessity for giving notice and at another stretch, learned counsel would argue that there is no proper notice. The plaintiffs are blowing hot and cold at the same time with regard to the notice sent for the meeting held on March 20, 1995. I am of the opinion that it cannot be appreciated at all. The resolution to be passed and the explanatory statement of accounts were made known to the shareholders to form an opinion whether they should or should not approve the proposal regarding the increase of the percentage of the promoters by preferential offer up to 51 per cent. Therefore, the contention of learned counsel, appearing for the plaintiff, that there was no mention about 206 per cent. as per the letter of the financial institution is not relevant since it is less than 51 per cent. Learned counsel, appearing for the plaintiffs, would also argue that proxies provided for the meeting of September 12, 1994, itself have been utilised for the meeting held on March 20, 1995, and that is also not proper. Since the meeting held on March 20, 1995, is only an adjourned meeting, there is nothing improper in using the proxies already furnished to the shareholders. At any rate, when the subsequent notice has been issued, new blank proxy forms have been sent to the shareholders and if anybody had desired to change the proxy, they could have done it. Even through fresh proxy forms have been sent for the meeting on March 20, 1995, to enable the purchasers of share subsequent to September 12, 1994, to exercise their option, the previous shareholders also could have utilised the same if they have an intention to change the proxy. Therefore, it cannot be ground to hold that the meeting has not been properly held and old proxies have been used. At any rate, none of the above reasons canvassed by the plaintiffs can be valid reasons for holding that the resolution passed on March 20, 1995, is an improper and illegal one. The main ground on which resolution No. 12 has been challenged by the plaintiffs is that there are disputes between two groups and one cannot defeat the other by increasing the shareholdings against the guidelines issued by the Government regarding the promoters' right to the detriment of the other. According to the plaintiffs, the promoters' right to increase the shareholding is only 26 per cent. and in the present case, as per the notice and resolution, the promoters' intention is to issue equity share numbering 1,01,04,000 at Rs. 10 each it is against the guidelines issued by the Government. Learned counsel, appearing for the defendants, would argue that there are no such guidelines issued by the Government as contended by the plaintiff. The attention of the court has been drawn to the wording in the notice as well as in the resolution which is to the effect that it is proposed to issue to Mr. Pradip D. Kothari and his relative associates, and associate companies, viz., the promoters group, not exceeding 1,01,04,000 equity share of Rs. 10 each in accordance with the guidelines dated August 4, 1994, of the Securities Exchange Board of India, details of which are set out in the explanatory statement relating to this item. The wondering used in the notice as well as the resolution is stated as "not exceeding". It does not necessarily mean that the minimum issue is 1,01,04,000; the maximum only is mentioned and, therefore, it is always open to the shareholders to reduce the same in the meeting after discussion. But the result of the meeting had disclosed that except the plaintiffs, none other has opposed this proposal to increase the shareholding. In the notice itself, it is mentioned that the proposal is subject to the guidelines of the Securities and Exchange Board of India. The lock-in-period is also stated as five years. When the notice refers to the guidelines issued by the Securities and Exchange Board of India and the lock-in-period is also mentioned, the shares, even if issued, cannot be utilised by the person in whose name they have been issued to the detriment of others.