1. This application is filed under section 403Jpf the Companies Act 1956 read with Regulation 44 of CLB Regulations 1991 praying this Bench to grant the reliefs as prayed in para 16 of the application.

2. Shri Ravichandran, learned Practicing Company Secretary, authorised representative for the applicant submitted that the respondent No.1 Company has issued notice dated 22.09.2009 to convene the 9^th AGM of the Company proposed to be held on 28.10.2009 at 4 PM at the registered office of the Company situated at No.5/290, UKP Nataraj Nagar, Gandhi Nagar Post, Udumalpet-642154 to transact the following business:

(i)to receive, consider and adopt the directors report and the audited balance sheet as at 31.03.2009 and the profit and loss account for the year ended 31.03.2009 and the auditors report thereon;

(ii)to re-elect directors retired by rotation 1. Mr. R. Ragupathy, 2 Mr. R. Selvaraj, 3. Mr. A. Mylsamy, 4. Mrs. R. Lakshmi Ammal, 5. Mrs. J. Radha.

3. The learned Practicing Company Secretary submitted that originally article 15 of the Articles of Association provide for the following persons as permanent directors viz. 1. Raghupathy, 2. R. Andal, 3. Mylsamy, 4. Selvaraj, 5. Lakshmi Ammal. As per original article 16 of Articles of Association of the Company except the above said directors all other directors are liable to retire by rotation. While maters stood thus in the agenda of notice of the meeting, it has been stated that the articles of the Company have been amended on 27.12.2004 whereby all the directors should have been retired and reappointed for the year ended 31.03.2009. However, by oversight the company has ignored this article and it has been advised to include at the AGM as one of the item of business the "directors retire by rotation." All the directors retire by rotation and eligible for re-election. The learned Practicing Company Secretary submitted that no such special resolution was ever passed by the shareholders for amending the articles of the Company as stated in the directors' report and no form 23 was filed before the Registrar of Companies to that effect

4. The learned Practicing Company Secretary further submitted that in the notice it has been stated that the meeting will be conducted in the registered office as stated above, is the house of the respondent No.2. He submitted the shifting of the registered office itself under challenge before this Bench and the applicant cannot go to the house of the respondent No.2 and attend the meeting since there is a dispute between the parties. In view of the above the learned Practicing Company Secretary prayed this Bench to grant the following reliefs:

(a)to direct the company (respondent No.1) to hold 9^th AGM scheduled to be held on 28.10.2009 at the factory premises of the Company;

(b)to direct that status quo should be maintained with regard to composition of board of directors of the Company;

(c)to direct that adoption of accounts and reappointment of auditors at the 9^th AGM shall be subject to outcome of the petition;

(d)to direct the respondents to convene any board meeting/general meeting in the factory premises, to make such further orders as the Hon'ble Bench may be pleased to pass and render justice.

5. Shri A K Mylsamy, learned Counsel, for the respondents filed a detailed counter and submitted that the company ought to have been held the AGM for the year ending 31.03.2009 on or before 30^th September 2009. However, the AGM is to be convened and hold on 28.10.2009 to transact the business as stated in the notice dated 22.09.2009, to comply the statutory requirement of law. The learned Counsel submitted that the original article 15 of the Articles of Association prior to the amendment on 27.12.2004, 5 persons named therein are as permanent directors of the Company. The article 15 has been deleted and article 16 has been substituted on 27.12.2004 that all directors shall retire every three years by rotation but they will be eligible for re-election. As per