A.N. Verma, J. - (1.) THIS is a plaintiff's application in revision directed against concurrent orders passed by the courts below refusing to grant a temporary injunction sought by the plaintiff -applicant in a suit instituted by him against the defendant -opposite parties for an injunction restraining them from declaring the result of the elections held at an annual general meeting of the above -named company on June 6, 1977, for electing two directors of the company including the applicant who was retiring on June 6, 1977. The temporary injunction was sought also for restraining the defendant from taking into account the proxies rejected on June 4, 1977.
(2.) FACTS relevant for the disposal of the revision are these: Dehradun Tea Co. Ltd., opposite party No. 1, is a public limited company having an authorised capital of Rs. 50,00,000 divided into 50,000 equity (ordinary) shares of Rs. 100 and the issued capital of the company is Rs. 8,78,000 divided into 8,780 equity (ordinary) shares of Rs. 100 each. Under the articles of association of the company, the number of directors is limited to six. It is provided in the articles of association that one -third of the directors shall retire every year by rotation at the annual general meeting . The applicant and one Sri Kirti Prasad Manglik were due to retire on June 6, 1977. An annual general meeting was called for that purpose. The election was to be decided by poll. A meeting of the board of directors was held on June 4, 1977. The company received 117 proxies. The secretary of the company put up a note before the board rejecting five proxies of the shareholders, namely, Mrs. D. B. Thomas, Mr. J. R. Hollander, the principal of Christian College, Lucknow, and Sri. Amal Dutta. The proxy of Shrimati Santra Devi was, however, accepted as valid by the secretary. It may be noted here that Mr. J. R. Hollander and the princi pal of the Christian college had each sent 3 and 2 proxies respectively bearing different dates. From the facts found by the court below, it appears that the board of directors itself did not pass any resolution accepting or rejecting any proxies. The annual general meeting was held on June 6, 1977, for the election of directors in place of the abovementioned retiring directors under the chairmanship of Sri. K. P. Manglik. The shareholders and the proxies present at the meeting cast their votes. However, as some dispute appeared to have arisen at the meeting with regard to the rejection of the abovementioned proxies, the matter relating to the abovementioned proxies of the abovementioned shareholders was referred by the general body to a sub -committee consisting of three persons, namely, Sri Jai Narain Gupta, Sri. Mulk Raj Batra and Dr. Jai Hari Har, who were incidentally also the scrutineers appointed by the chairman of the meeting. The sub -committee was authorised to obtain the opinion of the Company Law Board, failing which that of Sri K. L. Gosain; a former judge of a High Court, on the validity or otherwise of the disputed proxies and thereafter to announce the result of the election. It has been found by the courts below that the disputed proxies did not cast their votes, at the meeting held on June 6, 1977.
(3.) IT appears that the Company Law Board declined to give any opinion on the validity of the proxies whereupon the above mentioned sub -committee obtained the opinion of Sri K. L. Gosain. Sri. K. L. Gosain gave his opinion to the effect that the last of the proxies sent by the abovementioned shareholders were the valid ones. Sri K. L. Gosain gave his opinion on the validity or otherwise of the proxies sent to him for his opinion. After the opinion of Sri K. L. Gosain had been obtained, the sub -committee invited, by means of letters, the proxies adjudged valid to indicate the candidates in whose favour they wished to vote. At this stage, it is pertinent to mention that under the resolution by which the sub -committee was authorised to obtain the opinion of the Company Law Board, Sri K. L. Gosain, and thereafter to announce the result of the election, the petitioner and Sri K. P. Manglik were also permitted to continue as directors till the results were announced by the sub -committee. It is not disputed that the plaintiff -applicant has been continuing to function as a director under that resolution though he was due to retire on June 6, 1977, in accordance with the articles of association. Immediately after the sub -committee proceeded to obtain the votes of proxies adjudged valid, the plaintiff -applicant filed the present suit for the following reliefs : 1. An injunction restraining the sub -committee from announcing the result; 2. An injunction restraining the sub -committee from taking into account the votes of the proxies rejected by the secretary of the company on June 4, 1977.;