P.B.Mukharji, CJ. - (1.) This is an appeal from an interlocutory order of S.K. Mukherjea, J., dated the 16th March, 1971.
(2.) This was an application in a representative action by a shareholder for an injunction restraining the company, Swadeshi Cotton Mills Ltd. and its directors from holding any meeting pursuant to a notice dated September 14, 1970 or from passing any of the resolutions set out in the said notice, or from Riving effect to the resolutions, if passed. This notice dated Sep. 14, 1970 was accompanied by an explanatory statement under Section 173 (2) of the Companies Act. On the 12th Oct., 1970, the said resolution was unanimously passed by a general meeting held in pursuance of the said notice.
(3.) The notice and the explanatory statement are challenged in the petition on the three following grounds: (a) Neither document disclosed whether permission has been obtained from the Central Government as required under the Monopolies and Restrictive Trade Practices Act for establishing the undertaking of Swadeshi Politex Ltd. which, when established, would be an inter-connected undertaking of the respondent company. (b) The said documents informed the members that the work of the said polyester fibre plant has commenced; no disclosure was made whether a licence has been obtained in respect thereof as required by Section 11 of the Industries Act. (c) None of the terms and conditions of the collaboration agreement --financial, technical or otherwise -- were disclosed.;