The appellants are the Directors of the Indian Automotive Racing Club hereinafter referred to as the Company .
As per the appellants, appellant No.
Next, another meeting was held on the 13th November, 1995 to companyfirm the resolution dated 8th November, 1995.
When the first suit was filed by the appellants, they challenged this meeting as it was held without any numberice to them.
The appellants though attended the meeting but did so under protest and without prejudice, which was recorded in the minutes of the meeting.
As scheduled the said meeting was held, in which again 12 newly additional Directors were appointed, including respondents 4 to 8, till such time as the injunction against the first set of twelve additional Directors remained in operation.
1058 of 1998 in N M No.
For the respondents the aforesaid submissions were challenged.
When earlier suit was withdrawn all interim orders came to an end.
These meetings were attended by duly qualified Directors, The meetings were chaired by respondent No.
In order to appreciate the companytroversy it is necessary to shortly dwell upon certain antecedents and essential short matrix of facts.
At the Annual General Meeting of the Company held on 29th December, 1993 the appellants and respondent Nos.
In fact withdrawal of both the appeals before the High Court and the suit shows that the entire dispute including removal of first appellant as the Chairman, appointment of 12 additional Directors including induction of life members stood dissolved and settled between the parties.
By this resolution, as aforesaid, 2nd set of 12 additional Directors was appointed.
6559 of 1997 for the declaration that the resolutions dated 13th November, 1997 and 19th November, 1997 are null and void, including the induction of new life members after November, 1995, as also the appointment of 12 new additional Directors which included respondent Nos.
The main thrust of submission on behalf of the appellants is, whether the companysent order dated 30th June, 1997 wipes off the resolution dated 8th November, 1995, in which a 12 additional Directors were appointed Appellant No.
However, undaunted another meeting was held under the Chairmanship of respondent No.
That meeting was held on the 17th April, 1997, under the Chairmanship of respondent No.
But such spirit number even in the field of sports seems to have receded to oblivion.
It is relevant to record, in this meeting, question of the induction of more new life members came up for companysideration.
1 in his place, it was fairly agreed to that both will number preside the meetings of the Board, instead Mr. Satish Shah will preside.
1 himself.
Even the Court did number grant any stay against holding of these meetings.
The High Court held, there was numbereffective resolution annulling, rectifying or modifying the resolution dated 8th November, 1995.
The appellants attended the meeting and reiterated their demand, but the same was overruled.
On an application thereafter made by the appellants, the Court by an order dated 17th April, 1997 recorded respondents statement that companyopted Directors will number be permitted to participate in the said meeting.
it was Illegally chaired by respondent No.
1, of the Board of Directors on the 29th March, 1997 in which resolution was again passed appointing another set of 12 additional Directors till injunction against earlier 12 additional Directors remained in operation.
Submission is, both meetings dated 29th March, 1997, and 17th April, 1997, were validly held.
Further, all decisions and resolutions other than the resolution dated 8th November, 1995 are valid and binding on the appellants.
Meaning, the spirit of a sportsman is treated to be highly companyoperative even in the hour of defeat.
Relevant portion of the discussion as recorded in the minutes is quoted here under Mr. Hussain Appellant No.
1 and number as prepared by Mr. Satish Shah, were approved.
On the 16th November, 1995, the appellants and two other Directors filed the first Suit No.
1 came in full companytrol of the Board.
On the 18th March, 1997, the City Civil Court by means of an order did number interfere with the resolution, so far the shifting of the office and removal of appellant No.
The very texture of this resolution shows two clear distinctive groups, and the group of respondent No.
This resolution is also challenged on the same ground, viz.,
1s office b to remove appellant No.
It is often said, it is number like sportsman spirit.
Aggrieved by one part of the order, viz.,
Respondents 1 to 8 from holding Board of Directors meeting dated 19 12 97 and e for an order appointing Mr. Satish Shah, Advocate as a Chairman of the meetings of the Club Company.
This led to the appellants, to file another application on the 27th March, 1997, for injunction to restrain these respondents from holding the said meeting.
1, the appellants filed FAO No.
1 as Chairman in his place and d appoint 12 additional Directors on the Board of DirectOrs.
1 and appointment of respondent No.
1 as Chairman of the Board of Directors by means of resolution dated 8th November, 1995 ii The induction of 12 additional Directors through resolution dated 29th March, 1997 and finally iii the induction of 57 life members through resolution dated 17th April, 1997, both of these two last meetings were presided by respondent No.
It was expected that litigation would companye to an end but that was number to be.
This, according to the appellants, was in breach of the order dated 27th March, 1997, number to implement the resolution appointing them as DirectOrs.
The appellants demand for fixing an early date of Annual General Meeting was overruled and the minutes of the meetings dated 13th November, 1995.
But this spirit between the parties is lacking.
The crux of the grievance of the appellants which requires our companysideration is three fold i removal of appellant No.
The respondents companytested the said claim of the appellants.
The aforesaid facts reveal that the proceedings of the first suit culminated in the passing of the companysent order dated 30th June/2nd July.
Next challenge is to the resolution dated 17th April, 1997.
1 to 3, to approve the minutes of the meeting held on 8th November, 1995.
Hence, the High Court passed the following order on the 2nd July, 1997 In view of this, appeal stands disposed of.
Thereafter on the 13th November, 1995, another meeting was held by the same group, viz.,
respondent Nos.
1 and other 4 Directors supporting him and passed the following resolutions a to shift the offence of the Club to respondent No.
1 raised the topic of new applicant and whether the old practice would be adopted in deciding membership of new applicant.
1, 57 additional life members of the companypany.
So far removal of appellant No.
7179 of 1995, challenging the said resolutions passed at the behest of respondent Nos.
1 as a Chairman but injuncted the 12 additional Directors which included defendant Nos.
29th March, 1997, 17th April, 1997, and minutes of meeting dated 4th July, 1997 held as per Courts order under chair of Mr. Satish Shah , as per the minutes prepared by the Secretary of respondent No.
The High Court misdirected itself and misconstrued the companysent order that neither parties agreed number did the Court set aside the resolution of the Board of Directors dated 8th November, 1995.
number interference with shifting of the office and removal of Appellant No.
1 presiding the meeting instead of Satish Shah and about the presence of respondent Nos.
Aggrieved by this the appellants have filed the present appeal.
1 and the appellants were protesting repeatedly through various applications in Court, as aforesaid, then reached some understanding between the parties.
1 and the appointment of respondent No.
274 of 1997 before the High Court.
The case of the appellants is, on the 8th November, 1995 respondent Nos.
Directors from functioning filed a cross appeal, Subsequently on 21st March, 1997 a numberice was issued for a meeting of the Board of Directors for the 29th March, 1997 for the companyoption of another set of additional 12 Directors, in place of the injuncted Directors which included respondent Nos.
Hence all that was passed on the 8th November, 1995 cannot be treated to be alive after the companysent order followed by resolution dated 4th July, 1997.
On 10th April, 1997 the aforesaid A.O. 274 of 1997 was adjourned to 21st April, 1997 for admission.
1 to 3 with under current designs, purportedly held a meeting, without serving any numberice upon appellant No.
There is numberorder of the Court setting aside these resolutions.
On the 30th June/2nd, 1997, the appellants appeal from order, as aforesaid, came up for admission in the High Court.
4 to 8.
Bhathena proposed and Mr. G. L. Goenka seconded and it was resolved that all Life members applications, as well as any other 3 category, be invited and become members in their respective categories.
The meeting which was held under the Chairmanship of Mr. Satish Shah was number a meeting to companyfirm, modify or annul the resolutions dated 8th November, 1995 but was to companysider the agenda afresh.
The High Court companymitted error of law by companycluding to the companytrary.
Thus, appointment of 12 additional Directors on that date also goes.
274 of 1997 before the High Court.
1 was appointed as the Chairman of the Board of Directors and The administrative office of the companypany was shifted.
Hence all edifices built on it subsequently, through various resolutions since looses its base and also goes.
Regarding the interview the life member category applicant Mr. Bhathena respondent No.
The appellants earlier sought injunction in the earlier suit, against holding of this meeting dated 17th April, 1997 in which new life members were to be taken in and the Court did pass an order number to implement any resolution passed therein.
The present appeal is directed against the order dated 10th February, 1999 passed by the Bombay High Court in A.O. No.
The Court, by an order dated 27 3 1997, however, did number injunct the said meeting, but directed that any resolution passed at the meeting shall number be implemented for two weeks which was subsequently extended.
The present second suit is filed in view of resolution dated 13th November, 1997 which in effect brings back to knife the matter which was subject matter of the earlier suit.
Next on 11th April, 1997 numberices were issued and served upon Directors including those companyered by the aforesaid order dated 27th March, 1997, proposing a meeting for the 17th April, 1997.
Their reply is that the suit is misconceived, number maintainable, Mr. Satish Shahs minutes cannot be relied, because it is the prerogative of the Secretary and it is his obligation to prepare the minutes of that meeting.
1 was removed as the Chairman of the Board The respondent No.
4 to 8, from acting as DirectOrs.
1 as Chairman c appoint respondent No.
4 to 8 are Additional Directors allegedly appointed along with 7 others under the challenged resolution dated 29th March, 1997.
injuncting 12 Addl.
In this regard submission for the appellants is, even companycerned respondents including respondent No.
the resolution dated 29th March, 1997 appointing the second set of 12 additional Directors in place of the 12 aforesaid injuncted additional Directors the resolution dated 17th April, 1997 enrolling, according to respondent No.
Thereafter a numberice was served, proposing for a meeting on the 19 November, 1997 to approve and companyfirm the minutes of the meeting dated 13th November, 1997.
In any case, the appointment of first respondent as the Chairman of the Board of Directors and of the 12 additional Directors is also knocked off.
In the suit following interim injunctions were sought Respondents 1 to 3 from acting on the resolution dated 13 11 97, Respondents from enrolling new members, Respondents 4 to 8 from acting as directors of the suit Club and restraining respondents 1 to 8 and life members enrolled after 7 11 95 from casting their votes at the AGM.
1 was appointed in his place as the Chairman of the Board of Directors and 12 additional Directors were also appointed.
The appellants challenged this resolution to be illegal and void, as it stood obliterated by the agreed and companysent order dated 30th June, 1997/2nd July, 1997 in A.O. No.
The present companypany is also one of such companypanies, working in the field of sports.
1 pointed out that in the past each Life Member applicant was number physically called for the interviewMr.
1 by removing appellant No.
He is always in the best of spirit.
The meeting dated 19th November, 1997 approved and companyfirmed the minutes of meeting dated 13th November, 1997.
6559 of 1997 dismissing appellants appeal from Bombay City Civil Court order dated 9th September, 1998 dismissing aforesaid appellants numberice of motion in the aforesaid suit.
1 to 3 are the Directors and respondent Nos.
Coming to know of this, on the 11th April, 1997, numberice was issued for a meeting on the 17th April, 1997, This clearly exhibits, the unholy motive of the respondents to overreach the order of the Court.
Civil application also does number survive.
4 to 8.
On the other hand, respondent Nos.
1 in reply to the numberice of motion filed before the trial Court by the appellants.
4 to 8.
In the meeting dated 13th November, 1997, the minutes of the meetings dated 13th November, 1995, 29th March, 1997 and 17th April, 1997 including the minutes of the meeting dated 4th July, 1997 as prepared by the Secretary and number by Mr. Satish Shah, were approved.
Respondent Nos.
In other words, numberone companyld be treated to be the Chairman of the Board.
The battle of supremacy to companytrol started between respondent No.
1 to 3 and 5 additional Directors being aggrieved by the other part of the order, viz.,
The appellants being aggrieved by the dismissal of the injunction application filed an appeal before the High Court which was dismissed.
It ordered for holding the Annual General Meeting under the Chairmanship of Shri A. P. Kothari, the Company Registrar, to hold the election afresh of the Board of DirectOrs.
When this stress and strain between the parties was going on, with various interim orders of the Court, good sense prevailed on both the parties which led to the passing of the companysent order.
P. Mishra, J, Leave granted.
When this series of on going resolutions was going on at the behest of respondent No.
Also what was the resolution passed in the meeting dated 4th July, 1997 and in this companytext, whether the minutes prepared by the Secretary or what is prepared by Mr. Satish Shah should be accepted?
Thereafter, on 18th December, 1997 the appellants filed the aforesaid suit No.
Through the companysent order dated 30th June, and 2nd July, 1997, the parties agreed for holding a fresh meeting of the Board, under the Chairmanship of Mr. Satish Shah, to companysider afresh the original agenda of 8th November, 1995.
1 was removed and respondent No.
For this, reliance is on the following affidavit filed by respondent No.
The relevant portion of the said statement is reproduced below I say that the gravamen of the charge, inter alia, leveled in the previous suit revolved round the allegation that the Meeting of the Board of Directors of the Club held on 8th November, 1997 was never held and numbernotice therefore was given.
The trial Court dismissed the appellants Injunction application and also the companytention that the companysent order dated 30th June, 1997 wiped off the earlier resolutions passed by the Board of DirectOrs.
1 to 3, and 4 out of the 12 newly appointed DirectOrs.
1 is the Chairman of the Board of Directors of the said Company.
On this date, a companysent order was passed that a fresh meeting of the Board of Directors be held with only those who were on the Board of Directors on the 8th November, 1995 under the Chairmanship of Mr. Satish Shah, Advocate to companysider the earlier agenda of the 8th November, 1995.
1 understood that agenda was going to be companysidered de numbero.
Even for this meeting Court directed resolution passed therein shall number be implemented.
It is at this stage, appellants filed their first suit on the 16th November, 1995 along with injunction application, in which 12 additional Directors were injuncted to function.
1 to 3 were elected as Directors and the first appellant as the Chairman of the Board of DirectOrs.
On the 6th November, 1997, numberice was issued proposing a meeting for the 13th November, 1997 for the Adoption of the previous minutes and for fixing a date for holding the Annual General Meeting.
6325 of 1997 in Suit No.
On the 13th November, 1997, a meeting was held in which the appellants raised objection about respondent No.
