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1992 Supreme(Mad) 238

High Court of Judicature at Madras
THE HONOURABLE MR. JUSTICE ARUMUGHAM
P. Obul Reddy. and B. Sivaraman and Others. and Dr. N. V. Krishna and Others. and Yamuna Reddy - Appellant
Versus
B. Sivaraman and Others. and Egmore Benefit Society Limited and Egmore Benefit Society Limited and Others. and Dr. N. V. Krishna and Others - Respondents
Original Application No. 288 of 1991 and Application No. 2597 and 2598 of 1991 in Civil Suit No. 420 of 1991 and Orignal Application No. 289 of 1991 and Application No. 2595 and 2596 of 1991
Decided On : 29 April 1992

Appearing Advocates:V. Subramaniam, G. Subramaniam, C. Harikrishnan, S. Subbulakshmi, G. Subramanian, Advocates.

Judgment :-

ARUMUGHAM, J.

The applicants/plaintiffs have filed this application under Order 14, rule 8 of the Original Side Rules, read with Order 39, rules 1 and 2 of the Civil Procedure Code, against the respondent/first defendant, seeking an order of interim injunction restraining the respondent from holding any extraordinary general body meeting either on April 2, 1991, or any other date, in pursuance of notice dated March 7, 1991, on the subject noted in the notice dated March 7, 1991, pending disposal of the above suit. The short facts which are culled out from the affidavit, filed in support of the application, are as follows :

The applicants/plaintiffs herein are the shareholders of the respondent/first defendant company which is more than 100 years old, having been incorporated under the Companies Act and that the applicants had been elected as directors of the respondent at the annual general body meeting held on December 24, 1990, and that since then onwards, they are functioning as the directors of the first respondent company and that defendants Nos. 2 to 5 in the suit were the directors of the respondent company, earlier to the election held on December 24, 1990, and they were to retire by rotation by the abovesaid 120th annual general body meeting and that accordingly, defendants Nos. 2 to 4 stood for being reelected as directors of the first defendant company as well as to fill up the vacancy caused by the retirement of one of the directors by name V. Karthikeyan. Defendants Nos. 4 to 13 in the suit are the requisitionists who had requisitioned an extraordinary general meeting of the first respondent and notice had been given for the holding of an extraordinary general meeting on April 2, 1991. The main business of the respondent is to accept deposits and grant loans on jewels and other approved securities and it is governed by its memorandum and articles of association, registered under the Companies Act for the administration of the respondent itself and that as such, the authorised capital of the company is Rs. 5, 00, 000 consisting of 5, 00, 000 shares of Re. 1 each with the paid-up capital of Rs. 1, 48, 906, each share being Re. 1. According to the memorandum and articles of association of the respondent, it has a board of directors consisting of 12, among whom 1/3rd are to retire at every general body meeting of the first respondent by rotation and that the said retiring directors are eligible for re-election under the memorandum and articles of association and that from the 1/3rd number of directors, four retiring by rotation as also a vacancy on the retirement of one Mr. V. Karthikeyan in whose place the fifth applicant has been elected.Pursuant to the notice issued on November 8, 1990, by the respondent for its annual general body meeting that was to take place on December 24, 1990, and in which one of the subjects proposed in the said meeting was to elect directors in the place of defendants Nos. 2 to 5 and one Karthikeyan who was co-opted during the year in the place of Thiru Tarapore who resigned in June, 1990, and thereby caused a vacancy and that as such, it was stated in the said notice that the above person has offered himself for reappointment and, consequently, the applicants herein were nominated as the directors of the respondent and that such notification was also published in the Indian Express dated December 14, 1990, and that after having deposited the requisite sums as per section 257 of the Companies Act, the first respondent has received the nomination from the applicants and that, accordingly, the advertisement was given on December 14, 1990, as abovereferred. Thus, the applicant's name had been proposed in the place of all the directors which was one of the items in the agenda to be discussed in the annual general body meeting of the respondent to be held on December 24, 1990.

Accordingly, all the applicants were nominated for being elected to the post of retiring directors as well as










































































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