1951 Supreme(Mad) 92
IN THE HIGH COURT OF JUDICATURE AT MADRAS
Mr. P.V. Rajamannar, Chief Justice, and Mr. Justice Somasundaram, JJ.
Mrs. A. Ananthalakshmi Ammal, by Power-of-Attorney holder A. Ramachandran
Versus
The Hindustan Investment and Financial Trust, Ltd.
O.S.Appeal No.17 of 1951.
Decided On : 13 March 1951
Advocates:
G. Vasantha Pai for Appellant.
O. Radhakrishnan for Respondent.
Scope and effect of the provisions of Section 79(1)(e).
Headnote:Companies Act, 1913-Section 79(1)(e) - Scope and effect of provisions of Section 79(1)(e).
The Chief Justice.-This appeal relates to the affairs of a company incorporated under the Indian Companies Act called the Hindustan Investment and Financial Trust Ltd., Madras. The managing director of the company convened the annual general meeting of the company for 31st December, 1950 by notice dated 14th December, 1950. On 26th December 1950, one Mrs. Ananthalakshmi Ammal a shareholder of the company, who is the appellant before us, filed an application (No.4988 of 1950) on the Original Side of this Court for the appointment of an independent chairman to hold and conduct the annual general meeting to be held on 31st December, 1950, with power to scrutinize all the proxies and record the proceedings of the meeting. The application first came up before the Judge sitting in the Christmas vacation (one of us, Somasundaram, J.) who made an interim order on 27th December, 1950 adjourning the meeting to 28th January, 1951 and posting the application for final disposal after reopening of the Court. The application itself was eventually disposed of on 16th January, 1951, by Krishnaswami Nayudu, J., who appointed an advocate of this Court to preside over the annual general meeting to be held on 28th January, 1951, with power to scrutinise the proxies. On the same day the managing director on behalf of the company filed an application (No.190 of 1951) praying that the meeting scheduled to take place on 28th January 1951 should be adjourned to a convenient date after the disposal of an application which he had taken out for committing one Mr. Ramachandran, the son of the appellant, for contempt of Court. The ground on which the adjournment was sought was that the said Mr. Ramachandran had issued a circular containing false and defamatory allegations against him (.0 which he could not reply pending the disposal of the application for contempt. This application was opposed. Evidently, the learned Judge, when this application first came up considered that this reason was not adequate enough to justify an adjournment of the meeting. Therefore time was taken for filing a further affidavit and the managing director filed subsequently on 22nd January, 1951, a further affidavit in which he gave an additional reason, namely, that the shareholders should be informed of the fact that the Court had appointed an independent chairman to preside over the meeting. The application was heard and disposed of finally by Krishnaswami Nayudu, J., on 24th January 1951. The learned Judge was not satisfied that the first of the reasons, namely, the issue of a circular by Mr. Ramachandran was sufficient to grant an adjournment of the meeting. The learned Judge, however, considered that the second reason which had been subsequently put forward in the further affidavit was more substantial. He thought that the shareholders must be given due notice of the appointment of an independent chairman by the Court. He thought it better to issue fresh notice giving 14 days’ time, intimating that a chairman had been appointed to preside over the meeting with power to scrutinize the proxies. Objection was taken on behalf of the appellant before us that the Court had no power to adjourn the meeting, but this was overruled. It was then pointed out on her behalf that prejudice is likely to be caused by reason of the possibility of new shareholders who had registered themselves within two months from the date of the meeting would also be entitled to vote. Otherwise, only those shareholders who were on the list of shareholders two months prior to the original date of the meeting, namely, 31st December, 1950, would be entitled to partake and vote at the meeting. This result was a direct consequence of article 48 of the Articles of Association of the Company which is in the following terms:
“No member shall be entitled to vote nor be reckoned in a quorum when his name has not been in the register for a continuous period of two months immediately preceding the date of the meetings n
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