Company meetings and court jurisdiction: validity of an alleged prior meeting may be examined to test impracticability of calling a fresh valid meeting.

The power to direct the calling of a company general meeting depends on whether a valid meeting can be convened in the manner required by the company's articles, subject only to any mandatory statutory inconsistency. The wider statutory time-limit for annual meetings does not automatically displace the articles. In this setting, the Court may also examine incidentally whether an alleged earlier meeting was valid, because that question bears directly on whether calling a fresh valid meeting had become impracticable. Applying these principles, the District Judge's jurisdiction under section 79(3) was upheld.

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Issues: (i) Whether the Court's power to direct the calling of a general meeting under the Companies Act arose only when the meeting could not be called in accordance with the company's articles, or whether the wider time-limit in the Act also controlled the inquiry; (ii) Whether, when jurisdiction is invoked to call a meeting, the Court may determine the validity of a meeting alleged already to have been held.

Issue (i): Whether the Court's power to direct the calling of a general meeting under the Companies Act arose only when the meeting could not be called in accordance with the company's articles, or whether the wider time-limit in the Act also controlled the inquiry.

Analysis: The jurisdiction to order a meeting depended on impracticability of calling a valid meeting in the manner prescribed by the company's articles or the Act. The general provision fixing the outer statutory limit for annual meetings did not override the company's own articles in the ordinary case, and there was no real conflict between the articles and the statutory time-limit on the facts. The question whether calling the meeting had become impracticable had, therefore, to be judged primarily by reference to the articles, subject only to any mandatory statutory inconsistency.

Conclusion: The Court held that the District Judge had jurisdiction to act under section 79(3) because the calling of a valid meeting in the prescribed manner had become impracticable.

Issue (ii): Whether, when jurisdiction is invoked to call a meeting, the Court may determine the validity of a meeting alleged already to have been held.

Analysis: The Court under the Companies Act was not confined to a bare factual inquiry whether some gathering had occurred. To decide whether the jurisdictional condition of impracticability existed, it was necessary to decide whether the alleged meeting was valid in law. The Court had competence to examine that question incidentally in the company proceeding and was not required to relegate the parties to a separate civil suit merely because validity was disputed.

Conclusion: The Court held that it could decide the validity of the alleged meeting and, on the facts, the District Judge's order was within jurisdiction.

Final Conclusion: The revision failed because the impugned order directing the meeting was upheld as legally authorised, and the petitioner obtained no relief.

Ratio Decidendi: Where the statutory power to call a company meeting depends on impracticability of calling a valid meeting in the prescribed manner, the Court may determine incidentally whether the alleged prior meeting was valid, and may exercise the power if the meeting was not validly called.

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