As per the appellants, appellant numberl is the Chairman of the Board of Directors of the said Company.
That meeting was held on the 17th April 1997, under the Chairmanship of respondent number 1.
Even the companyrt did number grant any stay against holding of these meetings.
Hence, the High Court passed the following order on the 2nd July 1997 In view of this.
6325 of 1997 in Suit No.6559 of 1997 dismissing appellants appeal from Bombay City Civil Court order dated 9th September, 1998 dismissing aforesaid appellants numberice of motion in the.aforeserd suit.
When earlier suit was withdrawn all interim orders came to an end.
Still the question remains, as to who companyld have presided in the meeting dated 17th April, 1997, which was antecedent to the companysent order It is true by that date companysent order was number in existence and the tussle between the two was companytinuing.
the resolution dated 29 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 dccordmg to respondent numberl, 57 additional hTe members of the companypany.
At the .annual General Meeting of the Company held on 29 December, 1993 the appellants and respondent number.
Subsequently on 21st March, 1997 a .notice 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 number.
The submission is, on companyposite reading of the orders dated 30 June 1997 and 2th July 1997, in the background of the aforesaid meeting dated 4 July, 1997 of the Board of Directors.
The appellants though attended the meeting but did so under protest and without prejudice, which was recorded in the minutes of the meeting.
On an application thereafter made by the appellants, the companyrt by an order dated 17 April 1997 recorded respondents statement that companyopted Directors will number be permitted to participate in the said meeting.
Coming to know of this, on the 11th April 1997 numberice was issued for a meeting on the 17th April 1997.
wiped of the the earlier resolutions passed.
These meetings were attended by duly qualified Directors.
The companyrt, 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 .
This resolution is also challenged on the same ground, viz.,
It is during companytinuation of this injunction order, the said companysent orde,r was passed.
Advocate as a Chairman of the meetings of the Club Company The appellants are the Directors of the Indian Automotive Racing Club hereinafter referred to as the Cqmpany.
both appellant number1 and respondent number I fairly companyceded their claim to preside over the meeting.
Thereafter, on 18th December, 1997 the appellants filed the aforesaid suit No.6559 of 1997 for the declaration that the resolutions dated 13th November, 1997 .and 19th November.
Further, all decisions and resolutions other than the resolution dated 8th November, 1995 are valid and binding on the appellants.
It is relevant to record, in this meeting, question of the induction of more new life members came up for companysideration.
Next challenge is to the resolution dated 17th April 1997.
When appointment of Mr. Satish Shah to chair Board meeting was made.
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.
I to 3, to approve the minutes of the meeting held on 8th November, 1995.
I to 3, to approve the minutes of the meeting held on 8th November, 1995.
For this, reliance is on the following affidavit filed by respondent number .1 in reply to the numberice of motion filed before the trial companyrt by the appellants.
I to 3 with under current designs, purportedly held a meeting, without serving any numberice upon appellant number I and other 4 Directors supporting him and passed the following resolutions a to shift the office of the Club to Respondent No.
Thereafter on the 13th November, 1995, another meeting was held by the same group, viz.,
Thereafter on the 13th November, 1995, another meeting was held by the same group, viz.,
Submission is, both meetings dated 29 March, 1997, and 17th April, 1997, were validly held.
Next on I1h 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.
I to 3 were elected as Directors and the first appellant as the Chairman of the Board of Directors.
By this resolution, as aforesaid, 2th set of 12 additional Directors was appointed.
4 to 8.
even companycerned respondents including respondent number I understood that agenda was going to be companysidered de numbero.
I to In order to appreciate the companytroversy it is necessary to shortly dwell upon certain antecedents and essential short matrix of facts.
I to 3, and 4 out of the 12 newly appointed Directors.
In .fact this meeting dated 17h April, 1997, at dial point of time was challenged and the companyrt on this date injuncted the respondents to implemeht the resolution pa.ssed in this meeting.
1995 respondent number.
I to 3 with under current designs, purportedly held a meeting, without serving any numberice upon appellant number I and other 4 Directors supporting him and passed the following resolutions a to shift the office of the Club to Respondent No.
On the 16h November, 1995, the appellants and two other Directors filed the first Suit No.
On the 16th November, 1995, the appellants and two other Directors filed the first Suit No.
4 to 8.
On the l8th March.
respondent number.
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.
respondent number.
injuncting 12 Add.
Submission is, this meeting was also held in number haste to overreach the order of the Court.
17th April, 1997, and minutes of meeting dated 4th July, 1997 held as per companyrts order under chair of Mr. Satish Shah , as per the minutes prepared by the Secretary of respondent number I and number as prepared by Mr. Satish Shall, were approved.
On the 30 June/2nd July, 1997, the appellants appeal from order, as aforesaid, came up for admission in the High Court.
The case of the appellants is, on the 8th November.
Is office b to remove appellant No.
I to 3 are the Directors and respondent number.
The appellants demand for fixing an early date of Annual General Meeting was overruled and the minutes of the meeting dated 13th November, 1995.
At the Annual General Meeting of the Company held on 29th December, 1993 the appellants and respondent number.
Relevant portion of the discussion as recorded in the minutes is quoted hereunder Mr. Hussain Appellant No.
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 .
Thereafter a numberice was served, proposing tor a meeting on the 19th November.
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 appellanta being aggrieved by the dismissal of the injunction application filed an appeal before the High Court which was dismissed.
1 pointed out that in the past each Life Member applicant was number physical ty called for the interview Mr. Bhathena proposed and Mr. G.L. Goenka seconded and it was resolved that all Life members applications, as wel as any other 3 category, be invited and become members in their respective categories.
The case of the appellants is, on the 8th November, 1995 respondent number.
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.
1995 evaporated, authority of respondent number I to preside under it also dissolved, unless some fresh authority was given to him.
Appellant number I was removed as the Chairman of the Board .
This, according to the appellants, was in breach of the .order dated 27th March 1997, number to implement the resolution appointing them as Directors.
4 to 8.
in which the appellants .red objection about respondent number I presiding the meeting instead of Satish Shah and about the presence of respondentnos.
number interference with shifting of the office and removal of Appellant No.
As scheduled the said meeting was held, in which again 12 newly additional Directors wore appointed, including respondents 4 to8 till such time as the injunction against the first set of twelve additional Directors remained in operation.
Aggrieved by this the appellants have filed the present appeal.
1 raised the topic of new applicant and whether the old practice would be adopted in deciding membership of new applicant.
The High Court misdirected itself and miscons stnied the companysent order that neither parties agreed number did the companyrt set aside the resolution of the Board of Directors dated 8 November, 1995.
I as Chairman c appoint Respondent number I as Chairiman in his place and dj appoint 12 additional Directors on the Board of Directors.
I to 3 were elected 09 Directors and the first appellant as the Chairman of the Board of Directors.
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 numberI a.s a Chairman but injuncted the 12 additional Directors which included defendant number.
1 10 3 and 5 additional Directors being aggrieved by the other part of the order, viz.,
Thus their serious dispute got temporary respite.
Aggrieved by one part of the order, viz.,
In view of this then how companyld resolution passed in this meeting survive after passing ot the companysent order.
LITTTTTTJ The present appeal is directed against the order dated 10th Feburary, 1999 passed by the Bombay High Court in A.O. N0.1058 of 1998 in N M No.
Appellant number I also participated, under protest and without prejudice.
from acting as Directors.
c The respondent number I was appointed as the Chairman of the Board of Directors and d The administrative office of the companypany was shifted.
In the meeting dated 4h July, 1997, numberresolution was passed as to who shall henceforth preside in the meeting of the Board of Directors.
1997 to approve and companyfirm the minutes of the meeting dated 13th November, 1997.
The trial companyrt 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.
JUDEMENT MISRA.
The appellants challenged this resolution to be illegalandvoid,asit stood obliterated by the agreed and companysent order dated30th June, 1997/2nd July, 1997 in O.No.274 of 1997 beforc the High Court.
If the resolution dated 8h November.
I s office b to remove appellant No.
Regarding the interview the life member category applicant Mr. Bhathena Respondent No.
In other words, numberone companyld be treated to be the Chairman of the Board.
On 10th April 1997 the aforesaid A.O. 274 of 1997 was adjourned to 21th April 1997 for admission.
Directors from functioning filed a cross appeal.
In order to appreciate the companytroversy it is necessary to shortly dwell upon certain antecedents and essential short matrix of facts.
274 of 1997 before the High Court.
Consent order was to companysider 8 November, 1995 agenda de numbero.
Hence all that was passed on the 8thNovember.
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.
The respondents companytested the .said claim of the appellants.
On the other hand, respondent number.
Even for this meeting companyrt directed resolution passed therein shall number be implemented.
When this series of on going resolutions was going on at the behest of respondent number I and the appellants were protesting repeatedly through various applications in companyrt, as aforesaid, then reached some understanding between the parties.
it was illegally chaired by respondent No.
This clearly exhibits, the unholy motive of the respondents to overreach the order of the Court.
J. Leave granted.
as per the respondents, the accounts companyld number be finalised.
1997 are null and void, including the induction of new life members after November 1995, as also he appoinmiont of 12 new additiona Directors whch inclucled respondent number.
The companyrt rejected the appellants companytention that order dated 30 June 1997.
4 to 8 are Additional Directors allegedly appointed along with 7 others under the challenged resolution dated 29th March, 1997.
The resolution dated on 4h July.
In the suit following interim injunctions were sought a Respondents 1 to 3 from acting on the resolution dated 13.11.97, b Respondents from enrolling new members, c Respondents 4 to 8 from acting as directors of the suit Club and restraining Respondents I to 8 and life members enrolled after 7.11.95 from casting their votes at the AGM, d Respondents I to 8 om holding Board of Directors meeting dated 19.12.97 and e for an order appointing Mr. Satish Shah.
J, the appellants filed FAO No.
7179 of 1995, challenging the said resolutions passed at the behest of respondent number.
7179 of 1995, challenging the said resolutions passed at the behest of respondent number.
I as Chairman jc appoint Respondent number I as Chairman in his place and d appoint 12 additional Directors on the Board of Directors.
Thus without any fresh authority respondent number I companyld number preside in any Boards meeting.
The appellants earlier sought injunction in the earlier suit, against hoding of this meeting dated 17th April, 1997 in which new life members were to be taken in and the companyrt did pass an order number to implement any resolution passed therein.
appeal stands disposed of Civil application also does number survive.
On the 13 November, 1997, a meeting was held.
Respondent number.
