Strict proof of company meetings and candid disclosure in injunction suits govern validity of resolutions and forum jurisdiction.

A requisitioned company meeting requires strict proof that it was actually held, with reliable evidence of notice, attendance and quorum; on the stated facts, the alleged extraordinary general meeting was not satisfactorily proved and the resolutions, including removal of directors, were treated as invalid for non-compliance with statutory notice and representation requirements. A party seeking interim injunction must approach the court with candour and disclose material prior proceedings; nondisclosure was treated as material. Territorial jurisdiction also depended on the real cause of action and nexus of the dispute, and the Patiala forum was found unsupported on the facts stated.

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Issues: (i) Whether the alleged extraordinary general meeting of 22 February 1994 was in fact held and, if held, whether the notices, removal of directors and resolutions passed therein were valid under the Companies Act, 1956. (ii) Whether the plaintiff seeking interim injunction had suppressed material facts and whether the court at Patiala had territorial jurisdiction to entertain the suit and grant interim relief.

Issue (i): Whether the alleged extraordinary general meeting of 22 February 1994 was in fact held and, if held, whether the notices, removal of directors and resolutions passed therein were valid under the Companies Act, 1956.

Analysis: A valid meeting requires the presence of more than one shareholder, and the evidence for service of notice by certificate of posting was found unreliable in the surrounding circumstances. No convincing proof of actual service, attendance register, or independent corroboration of the meeting was produced. The alleged removal of directors also failed to satisfy the mandatory requirements of special notice and prior opportunity of representation under the statutory scheme governing removal of directors. The minutes and supporting documents were treated with suspicion, particularly because the meeting was said to have been presided over by a person who was not shown to be a shareholder.

Conclusion: The alleged extraordinary general meeting was not satisfactorily proved, and the purported resolutions, including removal of directors, were held invalid and ineffective.

Issue (ii): Whether the plaintiff seeking interim injunction had suppressed material facts and whether the court at Patiala had territorial jurisdiction to entertain the suit and grant interim relief.

Analysis: The plaintiffs did not disclose earlier related proceedings and failed to present the full litigation history that had a direct bearing on the discretionary relief of injunction. The suit at Patiala was also found to be founded on vague assertions as to cause of action, while the subject matter and registered office were situated within the jurisdiction of Rajpura. Applying the settled principle that a party seeking equity must approach the court with candour, the nondisclosure was treated as material. The territorial facts did not support Patiala jurisdiction for the dispute as framed.

Conclusion: The interim relief sought in the Patiala suit was not justified, while the suit at Rajpura was entitled to protection based on the prima facie case and balance of convenience.

Final Conclusion: The common order effectively upheld the challenge to the alleged extraordinary general meeting, declined interim protection to the Patiala side, and granted interim injunction in favour of the Rajpura suit, with the connected revision and appeal disposed of accordingly.

Ratio Decidendi: In a requisitioned company meeting, strict compliance with statutory notice requirements and proof of the meeting are essential, and equitable interim relief may be refused where the applicant withholds material facts or invokes a forum lacking territorial nexus.

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