The main legal point established in the judgment is the affirmation of the individual rights of shareholders and the procedural requirements under Sections 257 and 284 of the Companies Act, leading to the court's decision on the maintainability of the plaintiff's civil suit.

( 1 ) DEFENDANTS are the petitioners before me, questioning the order of the trial court upholding the maintainability of the suit. For the sake of convenience parties are referred with reference to their rankings in the trial court. Admittedly the plaintiff is a shareholder of the first defendant-company. He asserts that his shareholding constitute 10. 22% of paid up share capital of the company. The plaintiff took steps under sections 257 and 284 of the companies act ('the act' for short) by issuing notices under the said Provisions. According to the plaintiff, the second defendant managed/manoeuvred to effect a change in the directorship of the company and to become the chairman of the company. It is also stated in the plaint that one bharath bhushan narang became the deputy managing director. It is further alleged that these persons have been in management and control of the company and as such committed several illegal acts, benefiting themselves, etc. Therefore the plaintiff lodged with the company a notice under Section 284 read with Section 190 of the act giving notice of his intention to move four resolutions at the ensuing annual general meeting to be held on 30-9-1993. The notice was lodged on 13-9-1993. Plaintiff also got published a public notice relating to the matter in the times of India dated 15-9-1993. According to the plaintiff, a letter dated 20-9-1993 was issued to the plaintiff rejecting the application of the plaintiff which was received by the plaintiff on 22-9-1993. A notice was also issued by the counsel for the defendants dated 20-9-1993. It is further stated in the plaint that the plaintiff had given a notice under Section 257 of the act proposing the name of one harban singh nagpal for election as director of the company at the ensuing annual general meeting. A similar notice had been issued by another shareholder proposing the name of the plaintiff for being appointed as director at the same general meeting. Two other members also issued similar notices proposing the election of the two more directors. All those notices were lodged on 13-9-1993. There was also a paper publication in the times of India regarding these matters. Further, the requisite amount stated in Section 257 had been deposited by all the four persons but the defendants rejected the applications. It is unnecessary to refer to other averments in the plaint. The plaint proceeds to say that the defendants have violated the mandate of sections 257 and 284 with impunity. The company also refused to accept the proxies which were sought to be lodged by the plaintiff. Therefore the plaintiff asserts that the defendants are bent upon preventing the plaintiff from exercising the rights as members of the company and that four directors sought to be replaced have entrenched themselves in the management of the company contrary to the desire and wish of the majority of the members of the company. It is alleged that the action of the company in preventing the plaintiff from exercising its legal right under Section 284 is motivated and illegal. Therefore the plaintiff sought the relief of declaration that the actions of the defendants referred in the plaint were illegal and contrary to law. There is a prayer for mandatory injunction to the defendants to allow the plaintiff and other members to propose and transact the business in terms of the notices issued by the plaintiff and others. The plaintiff sought the appointment of a receiver to preside over the annual general meeting of the company. The suit was filed on 24-9-1993. I. as. 1 to 3 were also filed. As per la. 1 plaintiff sought the grant of an order of mandatory injunction directing the defendants, etc. , to consider the resolutions regarding the removal and appointment of the directors as per the notices referred already. La. 2 filed by the plaintiff sought the appointment of a receiver to preside over the ensuing annual general meeting to be held on 30-9-1993, etc. La. 3