- (1.) After hearing learned counsel for the parties and having regard to the interest of justice we direct the holding of the 39th Annual Genial Meeting Of Shaw Wallace and Company Limited as well asthe two Extraordinary General Meetings of the said Company, one requisitioned by the petitioner R. G. Shaw and Company Limited and the other called by the said Company itself. These meetings will be held notwithstanding any order, injunction or prohibition issued by any court up-to-date or which may be issued hereafter restraining the holding of the meetings. The shareholders shown in the Register of Members of the said Company as of today will be entitled to vote at the three meetings. The terms and conditions governing the said meetings will be finalised tomorrow, 26/09/1986. We make it clear that the-High court of Calcutta may continue With the proceedings pending before it, including Company Application No. 269 of 1985, and nothing in this order. shall be construed as derogating from the operation of the orders made by the High court except and insofar as they are inconsistent with the directions contained in this order. This order being made subject to the rights and contentions of the parties in this litigation which will be considered when these cases are taken up after the said three meetings have been held. The parties will, however, not be entitled to question the directions contained in this order relating to the holding of the three meetings.
(2.) The special leave petitions and the Transfer Petitions will remain pending meanwhile in this court 1. The terms and conditions relating to the 39th Annual General meeting and the two requisitioned General Meetings Shaw Wallace and Company Limited have been finalised today in consultation with learned counsel for the pities, and are appended herewith. Dr Y. S. Chitale, learned counsel for the said Company, states that until further; orders by this court the Company' will not co-opt any further Directors on the Board of Directors of the Company. We direct aim that copies of the Minutes of future meetings of the said Board of Directors and the Committee of Management of Shaw Wallace and Company limited shall "be furnished to Messrs. Mukherji and Biswas, Calcutta, advocates of the petitioner, R. G. Shaw and Company Limited within seven days of such meeting. Further to our order dated 25/09/1986, we trust it will be possible for the High court of Calcutta to expeditiously dispose of the Company Application No. 269 of 1985, and we trust that the parties will extend all cooperation to the High court for that purpose. 2. As soon as the respective reports of the Chairman of the three general Meeting are received in this court, the cases will be listed before this bench for directions within a week thereafter. APPENDIX I the adjourned Annual General Meeting for the financial year ended 30/06/1985 1 The adjourned 39th Annual General Meeting of Shaw Wallace and Company Ltd. shall be held on Wednesday, 19/11/1986, at 11. 00 a. m. in the Banquet Hall, Oberoi Grand Hotel, Calcutta. 2 The said adjourned Annual General Meeting shall be convened by and held under the Chairmanship of Mr Justice Bimal Chandra mitra (Retd. ) , and failing him ,mp Justice Sisir Kumar Mukherjee (Retd. ) , and failing him, Mr Justice Ramendra Mohan Dutta (Retd. ). The Chairman will be entitled to a remuneration of Rs. 10,000. 00 and the remuneration shall be paid by the Company within a period of three weeks from date. 3 Fresh notice of the adjourned meeting shall be issued by 15/10/1986. But inasmuch as notice of the original meeting had been circulated to the members along with copies of the 'annual accounts for the financial year ended 30/06/1985, copies of the accounts need not be circulated again, except to new members who have been brought on the Register of Members after 1/12/1985, to whom copies of the Accounts will also be sent. A list of such new members will be supplied to the Chairman. The members of Shaw wallace and Co. Ltd. will also be notified by publication in three newspapers published in Calcutta, viz. , The Statesman, The Telegraph and Aaj Kal, as well as in the Indian Express, Bombay, in The Hindu, madras and in The Statesman and The Times of India, New Delhi. Such newspaper publications will be caused to be made by the Chairman. The Company and its officers will render all assistance to the Chairman in this regard. 4 The petitioner R. G. Shaw and Company Limited will be supplied a complete list of members with their addresses by 15/10/1986, the said list to be delivered to their advocates, Messrs. Mukherji and Biswas, Calcutta. 5 The proxies and representations under S. 187 of the companies Act already lodged by 16/12/1985 and the Notice under S. 257 already lodged including the Notice regarding the proposed candidature of Mr Manohar Rajaram Chhabria and mr Narinder Singh Bedi shall be treated as valid for the adjourned general Meeting. Fresh proxies, representations and revocations may be filed at least 48 hours before the adjourned Annual General Meeting with the Chairman. The Chairman will decide on the validity of the proxies, representations and revocations. 6 The Chairman shall appoint two or more scrutineers of his own choice, one of them preferably being a member of Shaw Wallace and Company Ltd. 7 The members whose names appear as on September 25, 1986, in the Register of Members of Shaw Wallace and Co. Ltd. shall be entitled to exercise voting rights in respect of their shares in person or by proxy or through representatives appointed under S. 187 of the Companies Act as the case may be. 8 The Chairman shall have power 'to adjourn the meeting, if he considers it necessary. 9 Shaw Wallace and Co. Ltd. and its officers, servants and agents are directed to furnish to the Chairman all registers, papers, books and documents as may be required in convening, holding and conducting the meeting and to carry out all directions of die Chairman. 10the result of each resolution shall be ascertained by poll. 11 The Company will bear and pay all the costs, charges of, and incidental to, the holding of the meeting, including the remuneration to be paid to the scrutineers as may be determined by the Chairman, and will provide the Chairman with such initial expenses as may be required by the Chairman. The Chairman will be entitled to take the advice and assistance of competent persons who will render all assistance for carrying out this order. 12 The Chairman shall declare the result of the meeting and shall submit his report to this court within 15 days of the date of the conclusion of the meeting for further orders by this court. APPENDIX II extraordinary General Meeting (Requisition) 1 The Extraordinary General Meeting of Shaw Wallace and company Limited shall be held on Thursday, 20/11/1986, at 11. 00 a. m. in the Banquet Hall, Oberoi Grand Hotel, Calcutta. 2 The said Extraordinary General Meeting shall be convened by and held under the Chairmanship of Mr Justice Bimal Chandra Mitra (Retd. ) , and failing him, Mr Justice Sisir Kumar Mukherjee (Retd. ) , and failing him, Mr Justice Ramendra Mohan Datta (Raid. ). The chairman will be entitled to a remuneration of Rs. 10,000. 00 and the remuneration shall be paid by the Company within a period of three weeks from date. 3 The Agenda of the said Extraordinary General Meeting shall be the resolution set out in the requisition dated 4/07/1986given by R. G. Shaw and Company Limited, a copy whereof is annexed hereto and marked 'a'. The Director, whose removal is sought, may make a representation in writing to the Company on or before 15/10/1986, as contemplated in Ss. (4) of S. 284 of the Companies Act, 1956. A copy of the requisition and the representation shall be circulated. The Company also may, if it so desires, file a representation of reasonable length in the matter on or before 15/10/1986, which will be circulated along with the requisition and the representation. 4 The proxies and representations under S. 187 of the companies Act shall be lodged with the office of the Chairman to be indicated in the Notice at least 48 hours before the date of the meeting. The Chairman will decide on the validity of the proxies and representations. 5 The Notice of the said Extraordinary General Meeting by the chairman shall be given by the Company to the members as on 25/09/1986, whose names and addresses shall be furnished by the Management of Shaw Wallace and Company Limited to the chairman on or before 15/10/1986.6 The members whose names appear as on 25/09/1946, in the Register of Members of Shaw Wallace and Company Limited shall be entitled to exercise voting rights in respect of their shares in person or by proxy or through representatives appointed under section 187 of the Companies Act as the case may be. 7 The Notice will also be published in three newspapers published in Calcutta, viz. The Statesman, The Telegraph and Aaj Kal, as well as in the Indian Express, Bombay, in The Hindu, Madras and in The statesman and The Times of India, New Delhi. Such newspaper publications will be caused to be made by the Chairman. The company and its officers will render all assistance to the Chairman in this regard. 8 The Chariman shall appoint two or more scrutineers of his own choice, one of them preferably being a member of Shaw Wallace and Company Limited. 9 The Chairman shall have power to ad Joan the meeting, if he considers it necessary. 10 Shaw Wallace and Company Limited and its officers, servants and agents are directed to furnish to the Chairman all registers, papers, books and documents as may be required in convening, holding and conducting the meeting and to carry out all directions of the Chairman. The Company will bear and pay all the costs, charges of, and incidental to, the holding of the meeting, including the remuneration to be paid to the scrutineers as may be determined by the Chairman, and willprovide the Chairman with such initial expenses as may be required by the Chairman. The Chairman will be entitled to take the advice and assistance of competent persons who will render all assistance for carrying out this order. 11 The result of each resolution shall be ascertained by poll. 12 The Chairman shall declare the result of the meeting and shall submit his report to this court within 15 days of the date of the conclusion of the meeting for further orders by tins court. ANNEXURE 'a' r. G. Shaw and Company Limited 4/07/1986 shaw Wallace and Co. Ltd. , 4, Bankshall Street, calcutta-700001. Dear Sirs, we the undersigned as shareholders of your Company holding not less than 1/10th of the paid up capital of the Company, upon which all calls and other sums have been paid, carrying the right of voting at the date of this requisition notice in regard to the right to vote on the resolutions hereinafter mentioned. We hereby give you Notice pursuant to S. 169 and other applicable provisions of the Companies Act, 1956 and applicable provisions of the Articles of Association' of the Company, and require you to convene an Extraordinary General Meeting of the Company (Shaw Wallace and Co. Ltd. ) for the purpose of considering and if thought fit to pass the following Resolutions as Ordinary Resolutions : 1. "resolved THAT Mr Senapur Panduranga Acharya, Chairman and Managing Director of the Company be and is hereby removed as a Director of the Company. " 2. "resolved THAT S. Ajaib Singh a Director of the Company be and is hereby removed as a Director of the Company. " 3. "resolved THAT Mr Rajender Mohan Bhandari, Director of the Company be and is hereby removed as a Director of the company. " 4. "resolved THAT Mr Kishore Rajaram Chhabria be and is hereby appointed as a Director of the Company liable to retire by rotation, in the vacancy caused by removal of mr Senapur Panduranga Acharya. " 5 - "resolved THAT Mr Sakhish Pandit be and is hereby appointed as a Director of the Company liable to retire by rotation, in the vacancy caused by removal of S. Ajaib Singh. "6. "resolved THAT Mr Sham Bhatia be and is hereby appointed as a Director of the Company liable to retire by rotation, in the vacancy caused by removal of Mr Rajender Mohan bhandari. " please also treat this as a Notice under S. 284 of the companies Act, 1956. The relevant Statement with respect to the aforesaid proposed resolutions is also annexed, which may also be circulated to the members of the Company. We enclose letters all dated 1/07/1986 addressed to Messrs. R. G. Shaw and Co. Ltd. by the said Mr Kishore Rajaram cbhabria, Mr Sakhish Pandit and Mr Sham Bhatia consenting in writing to act as Directors of your Company, if appointed. For R. G. Shaw and Co. Ltd. K. R. Chhabra, calcutta, 4/07/1986. Director. Signature attested by me. explanatory STATEMENT UNDER S. 173 (2) of THE COMPANIES ACT, 1956 item Nos. 1 to 3 : the Extraordinary General Meeting has been convened pursuant to S. 169 of the Companies Act, 1956 on requisition of R. G. Shaw and Co. Ltd. , R. G. Shaw and Co. Ltd. together with Thames Rice milling Co. Ltd. , Shaw Scott and Co. Ltd. and Shaw Darby and Co. Ltd. , who are the shareholders of the Company together holding more than 38 % of the paid-up equity share capital of the Company. The said requisitionists, who are members of the Company have lost confidence in Mr Senapur Panduranga Acharya, S. Ajaib Singh and Mr Rajender mohan Bhandari, as Directors of the Company and therefore propose to remove them as Directors of the Company. Under the provisions of S. 284 any Director of the Company can be removed by passing an Ordinary Resolution. These Revolutions are proposed under section 284 of the Companies Act, 1956 to remove the Directors of the Company referred to in the Resolutions. The Requisitionists have lost confidence in the present Board of directors, save and except the institutional nominee Directors namely mr R. M. Moghe and Mr K. N. Atmaramani, for the following amongst other reasons: definition: for the purpose of this clause the Directors referred to are: mr Senapur Panduranga Acharya, S. Ajaib Singh andmr Rajender Mohan Bhandari who are sought to be removed in this Extraordinary General Meeting and also Mr P. Sengupta and Mr Santanu Chaudhuri, Directors who were due to retire at the previous Annual General Meeting for the period ending 30/06/1985, which has not yet been held. (a) The Registrar of Companies, West Bengal has launched a prosecution under S. 77 of the Companies Act, against the Directors for directly or indirectly purchasing shares of Shaw Wallace and Company Ltd. The prosecution is still pending. (b) The Registrar of Companies, West Bengal has filed a criminal Prosecution against the Directors for violation of the provisions of S. 370 of the Companies Act. The prosecution is still pending. (c) The authorities have launched a prosecution against the directors for evasion of excise duties. These Directors have obtained anticipatory bail from the Calcutta High court in this connection. Other officers of the Company have also been arrested in this regard. The prosecution is still pending. (d) The Company and also the Chairman and Managing director, Mr Senapur Panduranga Acharya have been found guilty of violation of the provisions of the Foreign exchange Regulation Act and have been fined Rupees One lakhs and ten thousand and Rupees Twelve thousand respectively. (c) The Company and/or some of its subsidiaries have given large unexplained advances and/or loans to other companies which have incurred heavy losses'. (f) It has been discovered that the Directors and/or employees have floated several companies controlled by the Directors and/or other senior employees through their relatives and/or nominees to which large funds of the Company have been diverted. (g) The Company has sold Company's assets at a gross under- value to a company or companies wherein either some of the Directors or their relatives or nominees have an interest and exercise control. (h) The management has surrendered or parted with possession of valuable tenancies of the Company at a gross under- value. In the light of the aforesaid allegations the Requisitionists havefiled a Petition under S. 397 and 398 of the Companies Act, wherein amongst other prayers they have prayed that all the Directors, save and except the institutional nominee Directors be removed from the Board. The proceedings are still pending. Mr Senapur Panduranga Acharya is concerned or interested in the resolution at Item No. 1, as it is for his removal as a Director of the Company. S. Ajaib Singh is concerned or interested in the Resolution at item No. 2 as it is for his removal as a Director of the Company. Mr Rajender Mohan Bhandari is concerned or interested in the resolution at Item No. 3, as it is for his removal as a Director of the Company. Item No. 4: this Resolution is proposed to appoint Mr Kishore Rajaram chhabria as a Director of the Company liable to retire by rotation. The present resolution for appointment of Mr Kishore Rajaram chhabria as a Director of the Company is proposed to fill the vacancy that would be caused by removal of Mr Senapur Panduranga Acharya as a Director of the said Company. Mr Kishore Rajaram Chhabria has addressed a teeter to R. G. Shaw and Co. Ltd. consenting to act as a director of the Company, if appointed. Mr Kishore Rajaram chhabria is Managing Director of Jumbo Electronics Co. (UK) Ltd. and a Director of R. G. Shaw and Co. Ltd. and its three subsidiaries who are all shareholders of Shaw Wallace and Co. Ltd. It is in the interest of the Company to appoint Mr Kishore Rajaram chhabria as a Director of the Company. This Resolution is therefore commended for acceptance. Item No. 5: this Resolution is proposed to appoint Mr Sakhish Pandit as a director of the Company liable to retire by rotation. The resolution for appointment of Mr Sakhish Pandit as a Director of the Company is proposed to fill the vacancy that would be caused by removal of s. Ajaib Singh as a Director of the Company. Mr Sakhish Pandit has addressed a letter to R. G. Shaw and Co. Ltd. consenting to act as a Director of the Company, if appointed. Mr Sakhish Pandit is the president of Orson Electronics Ltd. , Chairman of New Video Ltd. and a former Director of Philips (India) Ltd. it is in the interest of the Company to appoint Mr Sakhish Pandit as a Director of the Company. This Resolution is therefore commended for acceptance. Item No. 6: this Resolution is proposed to appoint Mr Sham Bhatia as a director of the Company liable to retire by rotation. The resolution for appointment of Mr Sham Bhatia as a Director of the Company is proposed to fill the vacancy that would be caused by removal of mr Rajender Mohan Bhandari as a Director of the Company. Mr Sham bhatia has addressed a letter to R. G. Shaw and Co. Ltd. consenting to act as a Director of the Company, if. appointed. Mr Sham Bhatia is managing Director of Orson Electronics Ltd. It is in the interest of the Company to appoint Mr Sham Bhatia as a Director of the Company. This Resolution is therefore commended for acceptance. For R. G. Shaw and Co. Ltd. Calcutta, 4/07/1986. Hector. Signature attested by me. APPENDIX 3 adjourned Extraordinary General Meeting convened by the Company 1. The Adjourned Extraordinary General Meeting of Shaw wallace and Company Limited shall be held on Friday, 21/11/1986, at 11. 00 a. m. in the Banquet Hall, Oberoi Grand Hotel, calcutta. 2. The Adjourned Extraordinary General Meeting shall be convened by and held under the Chairmanship of Mr Justice Bimal chandra Mitra (Retd. ) , and failing him, Mr Justice Sisir Kumar mukherjee (Retd. ) , and failing him, Mr Justice Ramendra Mohan datta (Retd. ). The Chairman wall be entitled to a remuneration of rs. 10,000. 00 and the remuneration shall be paid by the Company within a period of three weeks from date. 3. Fresh Notice of the adjourned meeting shall be caused to be issued by the Chairman appointed herein to all members, including those brought on the Register of Members after 1/12/1985. The Notice shall also be published in three newspapers published in calcutta, viz. The Statesman, The Telegraph and Aaj Kal, as well as in the Indian Express, Bombay, in The Hindu, Madras and in The statesman and line Times of India, New Delhi. Such newspaper publications will tie caused to be made by the Chairman. The Company and its officers will render all assistance to the Chairman in this regard. ' 4. Shaw Wallace and Company Limited and its officers, servants and agents are directed to furnish to the Chairman all registers, papers, books and documents as may be required in convening, holding and conducting the meeting and to carry out all directions of the Chairman. 5. The proxies and representations under S. 187 of the companies Act, 1956, already lodged by 16/12/1985 shall be valid for the adjourned Meeting. Fresh proxies, representations and revocations may be filed with the Chairman at least 48 hours before the adjourned meeting. The Chairman will decide the validity of the proxies, representations and revocations. 6. The Chairman shall appoint two or more scrutineers of bison choice, one of them preferably being a member of Shaw Wallace and Company Limited. 7. The members whose names appear as on 25/09/1986, in the Register of Members of Shaw Wallace and Company Limited shall be entitled to exercise voting rights in respect of their shares in person or by proxy or through representatives appointed under section 187 of the Companies Act as the case may be. 8. The Chairman shall have power to adjourn the meeting, if he considers it necessary. 9. The result of each resolution shall be ascertained by poll. 10. The Company will bear and pay all the costs, charges of, and incidental to, the holding of the meeting, including the remuneration to be paid to the scrutineers as may be determined by the Chairman, and will provide the Chairman with such initial expenses as may be required by the Chairman. The Chairman will be entitled to take the advice and assistance of competent persons who will render all assistance for carrying out this order. 11. The Chairman shall declare the result of the meeting and shall submit his report to this court within 15 days of the date of the conclusion of the meeting for further orders by this court.;