The question raised in these appeals is whether the co-option of K. N. Narayana Iyer and K. C. Chandy as directors in a company called the Amalgamated Coffee Estates Ltd. is valid. This company was formed with the object of carrying on business in coffee, tea, cardamom and other commodities and was incorporated under the Indian Companies Act in 1944. The last annual meeting of the company was held on 31st January, 1949. Article 55 of the articles of the company provides that a general meeting shall be held within 18 months from the date of its incorporation and thereafter once at least in every calendar year at such time (not being more than 15 months after the holding of the last preceding general meeting) and place as the directors may decide. In accordance with this provision the last day for holding the annual meeting would be 30th April, 1950, but no meeting was held either on or before that date. Notices were issued by the management on 21st July, 1950, for an annual meeting to be held on 6th August, 1950. But this meeting, however, was cancelled on the ground that objections were taken to its legality. On 14th August, 1950, one of the shareholders, Mrs. A. Ananthalakshmi Ammal filed an application under Section 76(3) of the Indian Companies Act. Application No. 2813 of 1950, for an order that the court should call for a general meeting, and in the affidavit filed in support of that application it was alleged that no general body meeting had been called after 31st January, 1949, that the directorate consisted of only three members, V. R. Veeramani, A. S. Padmanabhan and B. V. Raman, while Article 75 provided for a minimum of four directors, that the affairs of the company were being grossly mismanaged and that accordingly the court should direct that a general body meeting should be convened for scrutinising the balance sheets, appointing auditors and electing "new directors in the vacancies caused". There was also a prayer that a commissioner should be appointed to convene the meeting and act as chairman therefore. A similar application was filed by one of the debenture-holders, Application No. 2814 of 1950, and therein Application No. 2826 of 1950 was made for an injunction restraining the management from co-opting injunction was issued. On 21st August, 1950, the management applied in Application No. 2954 of 1950 for cancelling the interim injunction and all the four applications were heard together by Krishnaswami Naidu, J., who passed an order on 26th September, 1950, that the annual meeting be called on 29th October, 1950, for discussing the balance sheet and profit and loss account for "election of directors in the places vacant" and to consider the auditor's report, and that notices of the said meeting be issued in the names of the two directors, V. R. Veeramani and B. V. Raman. He also appointed an advocate, Mr. Sanjeevi Naidu as commissioner to preside over the meeting. The injunction petition was dismissed on the ground that in view of the orders passed in Applications Nos. 2813 of 1950 and 2814 of 1950 no orders were necessary. On 7th October, 1950, notices were issued for annual meeting on 29th October, 1950, in terms of the order dated 26th September, 1950. The notices also stated that

"two directors, A. S. Padmanabhan and B. V. Raman retire. The vacancies created by their retirements have to be filled up. Of the retiring directors Mr. B. V. Raman offers himself for re-election." *

On 9th October, 1950, two of the directors, Veeramani and B. V. Raman passed a resolution co-opting K. N. Narayana Iyer as a director in the place of one Dakshinamurthi who had resigned on 18th June, 1950. On 11th October, 1950, V. R. Veeramani resigned his office as an elected director and was nominated by the managing agents as a director under Article 82A, and in the vacancy thus created K. C. Chandy was co-opted as a director. Both the co-options took place after the court had passed an order on 26th September, 195