JUDGEMENT
S.RANGARAJAN, J. -
(1.)It would be necessary to state the facts leading to the present application.
(2.)An application had been made (C.A. 496 of 1972) under section 186 of the Companies Act, 1956 (hereinafter called the Act) for calling a meeting of M/s. Motion Pictures Association, Delhi (hereafter called the Company, a company registered under the Companies Act, 1913. The Company had no share capital and the payment of dividend to its members was prohibited. The Company was formed with the object of promoting the interest of its members engaged in the trade of exhibition, distribution and exploitation of motion pictures in the Union Territory of Delhi and' Uttar Pradesh. Any person wanting to indulge in these business activities relating to motion pictures in this area has to become a member of this Company. The accounts of the Company are closed at the end of December of every year. The last annual general meeting of the Company was held on 3rd May, 1969. Subsequently no such meeting was held. In the result no election of office bearers could be held.
(3.)A member of the Company (G.S. Maya Wala) had filed a suit (No. 476 of 1970) against the Company in which there was also an application for restraining the Company from holding its annual general meeting till the decision of the suit. The Company appeared voluntarily in that suit and undertook not hold any annual general meeting till the dispute was decided. Ultimately there was a compromise. Subsequent to the compromise, on 29th July, 1972; a requisition had been left at the office of the Company signed by 134 members demanding the holding of an extraordinary general meeting of the Company for consideration and adoption of certain resolutions incorporated in the said requisition. But the Executive Committee of the Company allegedly found that 43. signatures out of 134 were invalid, that 38 had been withdrawn by means of separate letters addressed to the Association and that only 53 members had validly signed the same, thus falling short of the 74 signatures, being 10 per cent of the total membership strength of the Company. A body of II persons, purporting to be the Executive Committee, is said to have taken steps to hold an extraordinary general meeting of the Company on 7th October, 1972 in order to amend certain Articles of Association in terms of the compromise as a preliminary to holding the annual general meeting. This was sought to be done because the effect of not holding the extraordinary general meeting would be to revive the suit which had been compromised and until the suit was finally decided it would be impossible to hold elections. A circular letter in the name of the Company had also been issued by the Hony. General Secretary (B. N. Gupta) on 16th September, 1972 setting out all these facts. While certain persons asserted that they had full faith in the said body (Executive Committee) there were some others who did not have faith in it; this led to a piquant situation. It was in these circumstances that C.A. 496 of 1972 was filed invoking this Court's powers to call a meeting under section 186 of the Act.
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