The consent of the company in a general meeting, as required by Section 293 of the Companies Act, is not necessary for purposes of Section 9 of the Specific Relief Act, where the legality of the transaction is not the deciding factor.

S. P. BHARGAVA, J.

( 1 ) THE applicant, Shree Onama Glass Works, Ltd. , Gondia, is a public limited company incorporated under the Indian Companies Act, 1956. It has its registered head office at Gondia, district Bhandara, in the State of Maharashtra. It owns a glass factory and Refractory Works consisting of lands with the structures thereon situate in Jabalpur. The details have been shown in the map filed with the plaint. It also holds a mining lease for a fire clay mine in mouza Garha, Khasra number of which has been stated in the Schedule annexed to the plaint. It holds some other property also with which we are not concerned in the present case. The applicant was in actual possession of the aforesaid properties till 19-1-1962. On that day, the non-applicants got possession of the aforesaid properties through Shri A. V. Pandit, General Manager of the applicant. The applicant instituted a suit under section 9 of the Specific Relief Act for possession of the aforesaid properties in the court of the 1st Additional District Judge. Jabalpur, alleging that it was dispossessed without its consent and otherwise than in due course of law.

( 2 ) DURING the pendency of the suit, the applicant got possession of the mine and, therefore, it confined its claim to the possession of the factory and refractory works, situate at Jabalpur. The affairs of the plaintiff-applicant, which is a public limited company, are managed by a Board of Directors. At the relevant time, the general Manager of the Company was Shri A. V. Pandit. The Company became indebted to the Government as also to some private individuals. The second defendant, Dr. T. B. Sarvate and the third defendant, R. G. Oka, were amongst its creditors. Dr. Sarvate was a Director of the applicant for several years. He tendered his resignation on 15-5-1962. To liquidate the debts of the applicant, the first and third non-applicants (defendants) proposed for a transfer of the factory and the refractory works at Jabalpur and for the transfer of the lease-hold rights in the mine. The matter was discussed in a meeting of the Board of Directors of the applicant on 7-10-1961, vide Resolution (Ex. P-2) and later on 3-12-1961. , vide resolution (Ex. P-3 ). In these meetings, the proposed transfer of the aforesaid properties of the applicant was approved and on 3-12-1961, the Board of Directors resolved that inquiry be made from the State Government as to whether it would permit the transfer by lease of the factory and refractory works and the lease-hold rights in the mine. It was also resolved that a meeting of the general body of share-holders be convened after receipt of communication from the Government and that in the meanwhile, legal opinion in respect of the proposed transfer be also obtained.

( 3 ) THE defendants (non-applicants) pleaded that on 16-1-1962, the General manager of the applicant-Company, Shri A. V. Pandit came to Jabalpur with a circulating Resolution, dated 12-1-1962 of the Directors of the applicant which authorised him to finally settle the terms and conditions of transfer of the factory at Jabalpur and the said mine in favour of the defendants and to put the defendants in possession of the property. It was also urged by the defendants that a meeting of the three defendants and Shri Pandit took place on 18-1-1962 when terms and conditions of the transfer were finally settled between them. Thereafter, the circulating Resolution (Ex. P-4-A) was drafted by Shri Pandit which contained all the conditions which were settled between him and the defendants. According to Ex. P-4-A, the transfer of the Jabalpur factory and the mine was to be in favour of a private limited company named and styled as 'onama Industries Private limited'. The defendants and the applicant-Company were to be the share-holders and the charge of the Jabalpur factory with finished and unfinished goods and the mine was to be handed over to the defendants as representing the Onama industries Private Limited

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