ASHA MUKAL PAL, J.

( 1 ) THIS is an application by one Gopal Das Gujarati for an order of injunction restraining the defendants, namely, the Titagarh Paper Mills Co Ltd. , Kanak Ghosh, working for gain at 95, Park Street, Calcutta, and others including Sri Betrabet, Deputy General Manager, Development and Planning, and N. I. Gangaram, Deputy General Manager, working for gain at the Industrial Development Bank of India along with others from proceeding with or acting in terms of the notice dated August 24, 1983, calling the annual general meeting on September 30, 1983, and also from holding the annnal general meeting on the said date. Appointment of administrator and/or special officer has also been sought for over the Titagarh Paper Mills Co. Ltd. , defendant No. 1.

( 2 ) THE petitioner's case is that at all material times, he was and still is a shareholder of the Titagarh Paper Mills and he is holding 32,179 fully paid-up ordinary shares of Rs. 10 each in the capital of the Titagarh Paper Mills. Respondents Nos. 2 to 9 are acting and/or holding themselves out as directors of the Titagarh Paper Mills. His further case is that A, B. Majumdar and Kanak Ghosh are purporting to act as wholetime directors of the company without the appropriate sanction of the Central Government. Industrial Development Bank of India, Industrial Credit and Investment Corporation Of India Ltd. , Industrial Financial Corporation of India and Life Insurance Cbrporation of India have advanced substantial loans to Titagarh Paper Mills and due to mismanagement by the directors, the loans of the financial institutions could not be paid in accordance with the schedule and as a result whereof the delinquent management converted a part of the loan into equity share capital in the said Titagarh Paper Mills. The other defendants, the petitioner alleges, are the nominees of the different financial institutions named before but most of them, it is stated, are engaged in their own business or not mindful of the business of the defendant company and the actual day-to-day business of the affairs of the Titagarh Paper Mills was and/or still is vested in Sri Mazumdar and Sri Ghosh who at all material times were and/or are still "pretending" to act as wholetime directors of the Titagarh Paper Mills Ltd. For the last two years, the company had failed to declare any dividend and it was, as alleged by the petitioner, due to the mismanagement and inefficiency of the management leadership.

( 3 ) IN paragraph 10, it has been alleged that on or about September 8, 1983, the petitioner received a notice dated August 24, 1983, purporting to call an annual general meeting on September 30, 1983. This is the notice which has been challenged in the suit and this is the notice which the petitioner wants that the court should direct that the defendant should be restrained from giving any effect thereto. The petitioner's case as stated in paragraph 11 of the petition is that as the said notice contained agenda of far-reaching consequences, he wrote a letter on September 8, 1983, to the Titagarh Paper Mills raising certain "pertinent queries" (according to the petitioner) and also relating to management and administration of the Titagarh Paper Mills Co, Ltd. , in order to enable the petitioner to apply his mind to exercise his voting rights accordingly. But no reply was received by the petitioner from any one of the directors of the company.

( 4 ) IN paragraph 12 of the said petition, the petitioner formulates the grounds why the said notice and the annual general meeting which was held on September 30, 1983, pursuant to the said notice should be held to be illegal and ultra vires the Companies Act.

( 5 ) HIS first ground is that defendant No. 3 has offered himself for reappointment as director and the directors' report, states that as Sri T. N. Gidwani does not wish to seek re-election, the board did not propose to fill up the vacancy caused by the retirement of Mr. Gidwani and Mr.

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