Impracticability of company meetings under section 135(1) does not depend on shareholder unanimity or absence of opposition.

Section 135(1) of the Companies Act 1948 was construed broadly to permit a court to order a company meeting where, as a practical matter, the meeting could not properly be conducted. "Impracticable" was treated as wider than impossibility and required assessment of practical ability to hold the meeting. Shareholder opposition did not by itself remove jurisdiction, because the statute contained no requirement of unanimity or absence of objection. Once jurisdiction existed, the court could exercise its discretion, and it was relevant that refusal to convene the meeting would prevent use of company machinery to exercise the statutory power to remove directors and would leave an annual general meeting duty unperformed.

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Issues: Whether, on the true construction of section 135(1) of the Companies Act, 1948, a court may order a company meeting where it is impracticable, as a practical matter, to conduct the meeting and where the application is opposed by other shareholders.

Analysis: The section was construed broadly because it begins with the words "if for any reason", and the controlling question was whether, in the circumstances of the case, the meeting could practically be conducted. The word "impracticable" was treated as wider than impossibility and as requiring an assessment of the practical ability to conduct the meeting. The existence of opposition by shareholders did not exclude jurisdiction, because the statutory language contained no limitation that the jurisdiction depended on unanimity or absence of opposition. Once jurisdiction was established, the court could exercise its discretion. The applicant would otherwise be deprived of the ability to use the company machinery to exercise its statutory power to remove directors under section 184(1), and the refusal to convene an annual general meeting was also treated as a failure to perform a statutory duty.

Conclusion: The court held that it had jurisdiction under section 135(1) and that the discretion should be exercised in favour of directing the meeting.

Ratio Decidendi: Section 135(1) empowers the court to order a meeting whenever, as a practical matter, the meeting cannot be properly conducted, and shareholder opposition does not by itself oust that jurisdiction or prevent the exercise of discretion.

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