Pinaki Chandra Ghose, J. - (1.) This application arising out of an order dated 29-4-2005 (See Pawan Jain v. Hindustan Club Ltd. [2005] 5 Comp. LJ 1/62 SCL 210 (Cal.)) whereby His Lordship was pleased to direct the appellant to hold annual general meeting (hereinafter referred to as AGM) under the supervision of a special officer and further to hold AGM of the Club in accordance with the rules of Hindustan Club (hereinafter referred to as the said Club).
(2.) Facts of the case briefly are as follows: "On 9-11-2004 a notice was issued by the said Club for convening the AGM to be held on 18-12-2004 to transact the following business: (i) To receive, consider and adopt the audited balance sheet as on 31-3-2004; (ii) To appoint auditors for the year 2004-05 and fix their remuneration; (iii) Election and balloting; (iv) To announce the results of the election of the office bearers and committee members."
(3.) The said notice was issued by Hon'ble Secretary on behalf of and under the authority of the Executive Committee of the said Club. On that very day, by a circular proposals/nominations were invited for election of the office bearers and Executive Committee members for the year 2004-05. Election officers were appointed under Article 28(a) of the election rules of the said club and the Executive Committee appointed Gobinda Prasad Agarwal and Ashoke Kumar Singhania as Hon'ble Election Officers for conducting election. Nominations were required to reach at the office of the said club by 7 p.m. on 26-11-2004 and the last date of withdrawal was also fixed. On very that date, printed copy of annual accounts of the said club along with the auditor's report was circulated among the members of the said club. Clause 4(e) stated that none of the committee members is disqualified as on 31-3-2004 from being appointed as committee members in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956 (hereinafter referred to as the said Act).;