A shareholder has a right to stand for election as a director of a company, and this right is threatened if the election is conducted in a manner that is contrary to the law.

1. The original defendants Nos. 1 and 3 being aggrieved by the judgment and decree passed by the assistant judge, Akola, in a miscellaneous civil appeal arising out of an order passed by the second joint civil judge, junior division, Akola, in a civil suit, have come here in revision.

2. The applicant No. 1 is a public limited company registered under the provisions of the Companies Act. Applicant No. 2 is now a director against whom the suit was filed by opponent No. 1. Opponent No. 2 was a chairman of the board of directors till January 24, 1970, on which date an annual general meeting of the company was held. The agenda included the election of a new director in place of opponent No. 2 who was retiring by rotation. The meeting was preside over by opponent No. 2. Opponent No. 1 was present in the meeting in person as well as by proxy for three other shareholders. There were two others, D. A. Bhalerao and D. R. Palsodkar, who were not shareholders but were present as proxies. In the said meeting applicant No. 2 was declared elected as the director of the company.

3. The opponent No. 1s grievance is that applicant No. 2 was elected illegally. He, therefore, filed suit on February 5, 1970, seeking a declaration that the resolutions adopted at the said meeting as well as the election were in contravention of the rules and regulations and were therefore null and void. Opponent No. 1 also prayed for an injuction and, therefore, filed an application under Order 39, Civil Procedure Code, against the applicants and opponent No. 2 restraining them from giving any effect to the resolutions passed in the meeting on January 24, 1970, and for further restraining the applicant No. 2 to act as a duly elected director of the company and for participating in the meetings of the board of directors.

4. This application was opposed by the applicants on the ground that there was no allegation that any irreparable injury would be caused to the opponent No. 1 if an interim injuction was not granted and the balance of convenience was in favour of the applicants. The trial court issued an interim injuction to the effect that the resolution passed in the meeting on January 24, 1970, would not be given effect to and that the applicant No. 1 shall not permit the applicant No. 2 to record himself as a duly elected director of the company.

5. Aggrieved by this order, the applicants preferred an appeal before the District Court, Akola. The learned assistant judge who heard the appeal confirmed the order passed by the trial court as well as the interim injuction issued by it. The applicants, therefore, are aggrieved by this order passed by the learned assistant judge and have filed this revision.

6. On January 24, 1970, when the annual general meeting of the company was held, a new director in place of a retiring director was to be elected. There were five nominations for it. Three candidates withdrew in the meeting. Only two, therefore, remained for the contest. They were opponent No. 1, plaintiff, and applicant No. 2, defendant No. 3. The opponent No. 2 was in the chair. Although it was not necessary for anybody to second the proposals under the provisions of the Companies Act, it was stated in the suit that opponent No. 2 called for the names of the proposers as well as the seconders for the nomination of both the candidates. The plaintiff, opponent No. 1, was seconded not by a shareholder but by a proxy who had attended the meeting. The other candidate was proposed and seconded by the shareholders present. The chairman, opponent No. 2, therefore, ruled that opponent No. 1, Gajanan Dixits nomination, was not validly seconded. Accordingly, therefore, he was not treated to be a candidate validly proposed and seconded. The chairman then ruled that applicant No. 2, Deshmukh, was the only candidate remaining in the field validly nominated. He therefore declared him elected. The plaintiff being aggrieved by the way the meeting was held and by the wa