( 1 ) THIS application has been filed by the plaintiffs-applicants to amend para-53 of the plaint by inserting paras-53 (A), (B), (C), (D), (E), (F), (G), (H) and (I), which are to the following effect |-

( 2 ) 53. A. That a notice for holding 27th AGM of the defendant No. 1 company on 5. 12. 1997 was issued on 29. 10. 1997. The said notice of the AGM provided for the following in its agenda :- 3. Ordinary Business

1. To consider and adopt the Balance Sheet as at 31st March, 1997 and the Profit and Loss Account of the company for the year ended on that date and the report of the Board of Directors and auditors thereon.

2. To declare dividend.

3. To appoint a director in place of Shri K. L. Koul, who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint Auditors and to fix their remuneration and for that purpose to pass the following Resolution as a Special Resolution :

"resolved that pursuant to Section 224a and other applicable provisions, if any, of the Companies Act, 1956 M/s Thakur Vaidynath Aiyar and Company, Chartered Accountants be and are hereby appointed Auditors of the Company to hold such office from the conclusion of this meeting until the conclusions of the next Annual General Meeting on such remuneration as may be fixed by the Board of Directors of the Company. " Special Business

4. 5. To consider, and if though fit, to pass with or without modification, the following Resolutions, as ORDINARY RESOLUTIONS:

5. 1 Resolved that Shri A K Mukhopadhyay, be and is hereby appointed as Director of the Company, liable to retire by rotation.

5. 2 "resolved that Shri S. Natarajan, be and is hereby appointed as Director of the Company, liable to be retire by rotation.

5. 3 "resolved that Shri H. S. Dubey, be and is hereby appointed as Director of the Company, liable to be retire by rotation.

5. 4 "resolved that Shri R. P. Sharma, be and is hereby appointed as Director of the Company, liable to be retire by rotation.

5. 5 "resolved that Shri V. Balasubramanian, be and is hereby appointed as Director of the Company, liable to be retire by rotation, subject to the decision of Civil Court, Ghaziabad pending disposal of the application in suit.

5. 6 Resolved that pursuant to the provisions of Articles 110 and 113 of the Articles of Association of the Company read with the provisions of Sections 198, 269, 309, 310 and Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or re-enactments thereof, for the time being in force) and subject to the limits specified in Schedule XIII to the said Act, Shri P. N. Veda Narayanan be and is hereby re-appointed as Managing Director of the Company on the following terms and conditions for a period of two years w. e. f. 17. 8. 97 to 16. 8. 99. . . . . . . . " by rotation.

( 3 ) 53. B. That on 5. 12. 1997 the AGM was called for wherein the plaintiffs demanded that a poll be held with respect to all the items on the agenda since they did not have any faith in the fair functioning of defendant No. 6 as Chairman of the company. The plaintiffs also demanded that defendant No. 5 be made a protem Chairman with respect to Item No. 5. 6 since it related to the re-appointment of Defendant No. 6 himself who had the power of an casting vote in the situation.

( 4 ) 53. C. That on the demand of poll by the plaintiffs the defendant No. 5 adjourned the meeting to 8. 12. 1997 for taking the poll. It may be mentioned here that the said adjournment itself was contrary to the provisions of the Companies Act inasmuch as it violated the provisions of Section 180 (2) of the Companies Act which stipulates that a poll demanded on any other question not being a question relating to adjournment of a meeting, shall be taken at such time not being later than 48 hours from the time when the demand was made. It is most respectfully submitted that stipulated period of 48 hours had expired before taking of the poll on