Impracticability to Convene Meetings allows court-directed meetings where managing agency dissolution and director disputes prevent ordinary calling.

Where dissolution of the managing agent and bona fide disputes over validity of directors' appointments made it impossible, from a reasonable business viewpoint, to convene and conduct a general meeting in the manner prescribed by the articles and the Companies Act, the court may exercise its statutory power to direct that a meeting be called, held and conducted in such manner as the court deems fit; on the facts the petitioners' request for such an order was allowed because ordinary convening mechanisms were rendered impracticable.

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Issues: Whether, in view of disputes among rival claimants to the office of directors and the dissolution of the managing agents, it is impracticable to call and conduct a general meeting of the company in the manner prescribed by the articles and the Companies Act and, consequently, whether an order should be made under section 79(3) of the Indian Companies Act directing that a meeting be called, held and conducted in such manner as the court thinks fit.

Analysis: The facts include dissolution of the managing agency, pending litigation between rival claimants to directorships, a disputed co-option, and uncertainty as to which persons constitute the board empowered to convene meetings under the articles. The term "impracticable" is assessed from a reasonable, businesslike viewpoint, requiring a commonsense appraisal of whether meetings can be convened and conducted in the manner prescribed. Where the managing agent cannot convene a meeting and where there is no established board capable of validly calling a meeting because of conflicting claims and disputed appointments, convening meetings otherwise than under court direction risks interminable disputes and prejudice to the company. Prior authority limiting court intervention in internal management does not bar court direction under a statutory provision empowering the court to order a meeting where convening in the prescribed manner is impracticable.

Conclusion: It was held that, on the facts, it was impracticable to call and conduct a meeting in the manner prescribed by the articles and the Companies Act and that it was expedient to make an order under section 79(3) of the Indian Companies Act directing that a meeting of the company be called, held and conducted in such manner as the court thinks fit. The petition for such relief is allowed in favour of the petitioners.

Ratio Decidendi: Where dissolution of managing agents and bona fide disputes as to the validity of directors' appointments render convening and conducting a company meeting in the prescribed manner impracticable from a reasonable business viewpoint, the court may, under section 79(3) of the Indian Companies Act, order that a meeting be called, held and conducted under its direction.

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