Impracticability to call meetings: court ordered an extraordinary general meeting due to director qualification disputes and litigation risk.

The High Court addressed whether it was practicable to call an extraordinary general meeting by ordinary methods where serious disputes existed over a director's qualification and exclusion and where suits challenged board composition and resolutions. Applying the ordinary meaning of "impracticable," the court used a common-sense, prudent-business assessment focused on whether allowing requisitionists to convene the meeting would provoke endless litigation, confusion, and no effective result. Declining to adjudicate the merits of pending suits, the court concluded it was impracticable to proceed by normal means and ordered a meeting to be called in favour of the respondent.

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Issues: Whether, under Section 79(3) of the Indian Companies Act, the court was justified in directing that an extraordinary general meeting be called because it was impracticable to hold such a meeting by the ordinary methods in view of disputes between directors and shareholders.

Analysis: The court examined the statutory power in Section 79(3) to order a meeting where it is "impracticable" to call or conduct a meeting in the manner prescribed by the articles or the Act. Facts found by the learned Judge showed serious disputes about the validity of a director's qualification and exclusion from the board, pending suits challenging board composition and the validity of resolutions. The court applied the ordinary meaning of "impracticable" as requiring a common-sense assessment from the viewpoint of a prudent business person, and considered whether allowing requisitionists to call or conduct the meeting would likely produce endless litigation, confusion, and no effective result. The court declined to decide contested issues reserved for pending suits and confined its reasoning to whether holding the meeting by normal means was practicable in the circumstances.

Conclusion: The court correctly concluded that it was impracticable to hold the meeting by ordinary methods and that a meeting should be ordered under Section 79(3). This conclusion is in favour of the Respondent.

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