Kalyan Jyoti Sengupta, J. - (1.) This motion has been taken out for interlocutory relief of order of prohibitory injunction restraining the defendants and each of them and/or by their servants and agents or assigns or otherwise from denying, the plaintiffs or any of them the right as nominees and to contest election for the post of Executive Committee members at the AGM [annual general meeting] of the company scheduled to be held on 18 December 2004, and for mandatory injunction commanding the defendants to permit the plaintiffs and each of them to contest the election for the posts of the Executive Committee members of the company to be held on 18 December 2004 and also for appointment of an independent person to conduct or supervise or oversee the annual general meeting of the defendant No. 1 to be held on 18 December 2004. This application has arisen out of a suit for declaration that the plaintiffs are, and each of them is entitled to be, eligible for contesting the election for the post of Executive Committee member of the company at the AGM of the company scheduled to be held on 18 December 2004 and for other appropriate consequential reliefs. "The short facts of the case are stated hereunder. The plaintiffs and each of them are undisputedly permanent members of the defendant No. 1, club. In terms of the rules and regulations of the club-each and every year annual general meeting and the election of the Executive Committees are held, and from and amongst them office bearers of the club for the next year are selected. By notice dated 9 November 2004-annual general meeting of the defendant No. 1 was convened and to be held on 18 December 2004 to transact the following business: (i) To receive, consider and adopt the audited balance sheet as at 31 March 2004 and the profit and loss account for year ended on the date and reports of the Committee and auditors thereon. (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. On the same date, a circular was issued inviting proposals/nominations for elejction of the office bearers and the Executive Committee members for the year, 2004-05. In terms of the club Executive Committee appoint honorary Election Officer for conducting election. In terms of the notice, the nominations were to reach at the office of the club at 7 p.m. on 26 November 2004 and the last date of withdrawal was up to 7 pm on 29 November 2004. On the same date printed copies of the annual accounts of the club along with the auditors' report were circulated amongst the members of the club. In the auditors' report accompanying the circular, it was stated that none of the Committee members is disqualified as on 31 March 2004 from being appointed as Committee members in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956. Plaintiffs duly filed their nomination papers for contesting the election along with other candidates. After scrutiny, 36 nominations including those of the plaintiffs for election as Committee members for the above year were found valid-and such names were published on the notice board of the club. After declaring the nominations to be valid all of a sudden on 7 December 2004 an undated erratum was put up on the notice board of the club stating that there has been an omission in Clause 4(e) of the auditors' report and such omission purported to show that the nomination of 12 members including the plaintiffs were declared invalid. This erratum was not considered at any meeting of the Committee members nor was it placed at any meeting of the Committee members. On 13 December 2004-all the plaintiffs filed Form DD-A and obtained receipts of the same. In spite of the aforesaid fact and compliance of all the requirements-the Election Officer reported to the President/honorary Secretary and the candidates of the club that as all the nominations received by the club up to 26 November 2004 were not accompanied by the mandatory declaration under Section 274[(1)](g) of the Companies Act, all the nominations were invalid."
(2.) In the body of the plaint and petition, I find the plaintiffs have challenged the aforesaid decision of the Election Officer.
(3.) At the interim stage, the plaintiffs obtained an interim order on 17 December 2004 passed by the Hon'ble Justice Subhro Kamal Mukherjee staying the operation of the decision of the Election Officer dated 15 December 2004 rejecting the nomination papers of the candidates for election of the office bearers at the annual general meeting and restrained the club from holding election of office bearers until further orders. This interim order was not appealed against and the same is still valid and subsisting.;