TaxTMI 
TaxTMI 
1950 (8) TMI 9
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....to it by the plaintiff was that since the general meeting was anyhow going to be held on 30th December, 1948, the matter might be considered at that juncture. Finding that the plaintiff did not take action on their letter within 21 days the re-quisitionists sent notices to all the members of a meeting proposed to be held on 3rd November, 1948, at the registered office of the company at 5 p.m. The subject, it was said, was the election of a managing director in place of the plaintiff. It may also be stated that in a letter written by the plaintiff, Ex. B. 11 of the 27th October, 1948, he himself had expressed an intention to move a resolution at the meeting to be held on 3rd November, 1948, that the company be wound up voluntarily. On 3rd November, 1948, it appears however that the meeting could not be held at the premises of the registered office at the time fixed because the premises were locked. As the lower appellate court has found, the shareholders who were assembled at the registered office for the purpose of the meeting accordingly moved on to the premises at No. 286, Kallukatti East Street, which is only a few yards off the registered office and there held a meeting at whic....
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....ehalf of himself and others, unless there be something-illegal, oppressive or fraudulent, unless there is something ultra vires on the part of the company qua company or on the part of the majority of the company, so that they are not fit persons to determine it; but that every litigation must be in the name of the company, if the company really desire it. In my opinion if the thing complained of is a thing which in substance the majority of the company are entitled to do or if something has been done irregularly which the majority of the company are entitled to do regularly, or if something has been done illegally which the majority of the company are entitled to do legally, there can be no use in having a litigation about it, the ultimate end of which is only that a meeting has to be called and then ultimately the majority gets its wishes." The respondents before me have reiterated the reliance upon this statement of the law before me. Mr. Gopalaswami Aiyangar has also drawn my attention to the fact that the resolution passed on 3rd November, 1948, was later on confirmed by a resolution of a general body meeting held on 30th December, 1948. The rule in Foss v. Harbottle has be....
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....M.R.'s decision:- "In this case a man is necessarily a shareholder in order to be a director, and as a director, he is entitled to fees and remuneration for his services, and it might be a question whether he would be entitled to the fees if he did not attend meetings of the board. He has been excluded. Now, it appears to me that this is an individual wrong, or a wrong that has been done to an individual. It is a deprivation of his legal rights for which the directors are personally and individually liable. He has a right by the constitution of the company to take a part in its management, to be present, and to vote at the meetings of the board of directors. He has a perfect right to know what is going on at these meetings." Reference may be made in this connection also to a Bench ruling of this Court (of Curgenven and Cornish, JJ.) in Srinivasan v. Watrap Subramania Aiyar, where after pointing out the distinction between the class of cases illustrated by Pulbrook v. Richmond Mining Co. on the one hand and the class of cases illustrated by Foss v. Harbottle on the other the learned Judges ruled that "The Court has jurisdiction to entertain a suit by shareholders against the compa....
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....llukatti East Street, a few yards away and held the meeting there at 5-15 p.m. and passed the resolutions complained of there at that meeting to the knowledge of the first respondent. This could reasonably be presumed under section 114 of the Evidence Act, having regard to the common course of natural events, human conduct, and public and private business, in their relation to the facts of this particular case." This, it is said, by Mr. Bhashyam, the learned advocate for the appellant, is not a finding of fact which I should accept; it is a mere surmise and speculation which should never be regarded as an effective substitute for proof. I am not prepared to accept the argument. It seems to me rather that what the learned Judge has recorded in paragraph 16 is an inference of fact from the admitted circumstances of the case gleanable from the endorsement on the plaint, the contents of the minutes book and the probabilities of the case. Accepting this view of the lower appellate court for the purpose of his argument Mr. Bhashyam urges (1) that the meeting actually held at No. 286, Kallukatti East Street was not the outcome of an adjournment of a meeting fixed for one place to anothe....
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....ion of the learned counsel for the appellant that there was no adjournment from the registered office to No. 286, Kallukatti East Street, arises on the presupposition that the adjournment must be after a regular meeting is first held with a chairman. Regulation 55 of Table A of the Indian Companies Act is referred to in this connection. That provides:- "The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place". It is said that the place of meeting is very important and only the chairman of the meeting has the privilege of adjourning it. As against this submission for the appellant Mr. Gopalaswami Aiyangar urges that the right to adjourn which is expressed through the chairman where one exists is always a thing inherent in an assembly which can be exercised by it where none exists. In support of their respective contentions learned counsel on both sides have relied upon the case in Subramania v. The United India Life Insurance Co. Ltd., one relying upon what is to be found at page 400 where a reference is made to "the power of the meeting to adjourn itself"....
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....nd no fresh notice was necessary therefor and he could not be allowed to make the registered office unavailable for such a meeting to be held there and then contend that the consequent change of venue of the meeting invalidated the meeting and the resolutions passed at the meeting for want of notice. He came to Court with the case that he was waiting for the meeting to be held at the registered office at 5 p.m. anxious to preside at it and take part in it, but nobody came and nothing happened and no meeting was held that day at all either at 286, Kallukatti East Street, or anywhere else. But he gave it up as untrue and admitted that a meeting was actually held at 286, Kallukatti East Street, and the resolutions complained of were actually passed. It could little avail him to contend that the resolution was invalid for want of fresh notice of meeting." In support of the view of the learned Judge thus expressed Mr. Gopalaswami Aiyangar relies upon a passage in Broom's Legal Maxims, 8th edition, page 233, and a passage in the judgment in Subramania Aiyar v. The United India Life Insurance Co. Ltd., In the case in Subramania Aiyar v. The United India Life Insurance Co. Ltd. the venue ....
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.... a sound principle, as observed at page 193 that "he who prevents a thing from being done shall not avail himself of the non-performance he has occasioned." Then as observed at page 195, the maxim applies also with peculiar force to that extensive class of cases in which fraud has been committed by one party to a transaction, and is relied upon as a defence by the other. It is pointed out at page 197 citing the Latin maxim "allegans contraria non est audiendus" that "a person who has expressly made a verbal representation, on the faith of which another has acted, shall not afterwards be allowed to contradict his former statement, in order to profit by that conduct which it has induced." Finally, it is said at page 199: "In Hooper v. Lane, which strikingly illustrates the rule that 'no man shall take advantage of his own wrong', various instances were put by Bramwell, B., showing that the rule 'only applies to the extent of undoing the advantage gained, where that can be done, and not to the extent of taking away a right previously possessed." It is argued by Mr. Bhashyam that the case in Subramania Aiyar v. The United India Life Insurance Co. Ltd. was one in which there was a sepa....