Company law board authority to convene AGM upheld where no board existed and no legal infirmity was shown.

The Company Law Board's direction to convene and authorise an annual general meeting under the Companies Act, 1956 was upheld because it was based on the factual position that no board of directors existed. The meeting was thereafter held through an appointed chairman, fresh directors were appointed, and charge was handed over. As no error apparent on the record or legal infirmity was shown, the High Court found no substantial question of law and declined interference.

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Issues: Whether the order of the Company Law Board calling and authorising conduct of the annual general meeting under section 186(1) of the Companies Act, 1956 called for interference in appeal.

Analysis: The Company Law Board had proceeded on the factual position that no board of directors was in existence and had therefore permitted the meeting to be convened through an appointed chairman. The annual general meeting was subsequently held in compliance with that direction, fresh directors were appointed, and charge was handed over. In the absence of any error apparent on the face of the record or any legal infirmity, no substantial question of law arose for consideration.

Conclusion: Interference with the Company Law Board's order was declined and the challenge failed.

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