LIFE INSURANCE CORPORATION OF INDIA, ETC.

ESCORTS LTD. & OTHERS, ETC ..

April 30, [984

(S. '.°MURTAZA FAZAL A.LI, AMARENDRA NATH SEN AND v.

BALAKRiSlfNA BRAD!, JJ;)

\. Companies Act 1956 ss. 166 and 284 Annual general meeting ho/ding of notice:' seeking remov"al of direttOrs of company-:-High Court granting s.tay

in/u!Jti?!l i~ writ petitioii-interference bf Supreme Court.. ·

- ., . . . , The appellants in their appeals to this Cour.t challenged the order of a Single Judge of the High Courl; admitting the writ petition of tho firsl respondent cOmpany_ and staying of the notice seeking removal of certain Directors. of the company.

HELD: ! .. There will be an order vacating the order of stay/injunc• tion P, aSsed by the Single Judge of the. High Court, prohibiting any action being taken on the basis of the requisition put in by L.I.C.

[644E)

2:; AIL app_ropriate -prQceedings will be.· ta.ken n accordance with law ·. on the basis of th_e requisition. However", no effect._ should be _-givfn to any

resoJutiotl the con1pany may pass at_ the extraordinafygeneral meeting to Qe held in conseqtience of the requ'isition without obtaining priOr . dirCctions - from thii Court. • [644F•G] . ·

~ 3-. T6e pendency Of q1ese cases in thiS Court Will nofstand in the w'ay of'.bolding the-annual general i; neeting of th"e cojilpanY in t_he normai course. {644G)

- ·'CIVIL APPELLATE JURISDICTION.: Civil Appeal No. 2317 of 1984 ..

. , From: the Judgment and O, rder dated 14/15.3.1984 of the High Gourt Of Bombay in w.P. No. 3063/1983 .

• And

Civil Appeal No. 2318 of 1984. i'i

From. the Judgment a)id. order dated 14/15.3.1983 of the jlombay High Cou.rt iµ W, P. )"9. 3063/1983, . . . . ' ' .·

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SUPREME COURT REPORTS (1984] 3 s.c.R. • . With Transfer Petition (Civil) No. 190 of 1984. - .

For the P;:titioner/Appellant .:

K. Parasan, Attorney General, Milan K. BanerJee, Addi.

Solicitor General, s.A. Shroff, .Mfss A Subhashifli and Dr. V. Gori Shanker, • For the Respondents :

N .. A. Palkhlvala, Soli J. SorabJee, P. R. Mridul, A. B.

Divan, Dr." L.M. Singh-Vi, KK. Venugopal, J.B. Dadachanji, iiajinder Narain, Harish Salve, B.S. Bantia,. X.S. Cooper, liedabratta Barua, R .. Nariman, T.M. Ansari, P.X. Rµm, Mrs. A.K. Verma and D.N.

Mishra; - The Order of the Court was delivered by

FAZAL ALI, J~ .

.In SU' (C) Nos. 5392/84 & 5412~4.

We have heard learned Attorney General ..for the petitioriors and Mr. Palkhivala, learned counsel for respqndents at length.

Special leave granted. There will be. an order vacating the . order of stay/injunction passed by the Single Ju.\lge of the High

Co11rt, .prohibiting any action being taken on . the basis of the requisitio.n put in by L.I.C. We direct that all appropriate proceedings will be taken in accordance with Jaw on the basis of tho requisition. .However, no effect should be given to.any resol.ution t:be company may pass at the extra:orginary general meeting to -be

held in consequence of the requisition without obtaining prior directions from this Court. The pendency of these cases in this Court will no\. stand in the way of holding the annl general meeting of the . company in the norinal course. These appeals are disposed of except that they will be kept pending for the limited purpoil'e to enable counsel to move this Court for directions as indicated above. In computing the time for taking steps pursuant to the requisititon, the periOd from the.date of requisition till this day wHI be excluded in view of interim stay/injunction granted by the High Court.

Th.e prayer for amendment of the cause title is allowed, .

t- '

i. I. c.. v. ESC, ORTS <Fazal Ali, J)

Transfer Petition (C) No t90 of 1984.

Mr. Palkhivala, learned counsel on behalf of the respondents stltes that matter is being liste.d before' the High Court. for final hearing on 11th June, 1984 and he assures this Court that his clients will . fully coqperate so that the case can he heard and fin.ally disposed of in the High Court by the end ofJune, 1984. We request the High. Court to.dipose of the matter finally as expeditiously as possible. In view of this, the learned Attorney General does not pNss the Transfer Petition fo~ the present which is accordingly dismissed.

N.V.K.

Writ Petition allowed. . .

Transfer Petition dismissed .

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