P.B.Mukharji, J. - (1.) This is an application by Bengal and Assam Investors Ltd. under Section 186, Companies Act of 1956. It seeks an order that the extra-ordinary general meeting of the respondent company J. K. Eastern Industries Private Ltd. required of the petitioner to be called in pursuance of requisition dated 5-6-1956 be called and held and conducted in such manner as this Court thinks fit and proper and that for the purpose of the same such ancillary and consequential directions be given as this Court may think necessary or expedient including directions regarding the date, time and place of the meeting to be held, appointment of an independent Chairman for the meeting, deposit of proxies with such Chairman and all such other directions modifying or supplementing the operation of the provisions of the Companies Act and of the Companies rticles relating to the calling, holding or conducting of the meeting. The applicant also seeks for an order that at the meeting the resolutions mentioned in the re-quistion notice annexed to the petition marked "B" be considered and if thought fit be passed with or without modifications. The further order sought by the applicant is that! the respondent company must be directed to comply with the provisions of Sub-sections (3) and (4) of Section 284, Companies Act, 1956.
(2.) Before I discuss the implications of an application under Section 186, Companies Act, 1956, it would be necessary to state a few facts for the better appreciation of the actual point involved. The dispute is fundamentally between two rival groups of share-holders one called the Jatia group and the other called the Singhania group. In 1954 the Jatia directors appointed K. L. Jatia as Chairman of the board of directors. On 25-5-1954 there was a requisition for an extra-ordinary general meeting by the present applicant. On 25-8-1954 an extra-ordinary general meeting was held at which K. L. Jatia acted as Chairman and refused to permit the resolutions to be moved on the ground that they should be moved as special resolutions under the articles of association of the company and under the Companies Act then prevailing. Upon that the present applicant applied on 30-8-1954 for holding a meeting of the company under the supervision of the Court under the then Companies Act. Thereafter on 16-12-1954 a suit was filed being suit No. 3603 of 1954 for setting aside the alteration of articles alleged to have been done on 2-8-1954. There was also another suit on 16-12-1954 being suit No. 3604 of 1954.
(3.) The point of dispute is that although the Jatia groun is in minority so far as the share holding is concerned, they with only about 45 per cent. of the total shares, have manoeuvred themselves into a position of control over the Singhania group who have a majority of share holding of about 55 per cent. This, therefore, is not the usual case where the minority is oppressed by the majority but a case where the majority alleges to be oppressed by the minority.;