A.N.Sen, J. - (1.) Mica Export Promotion Council is a company incorporated under the Companies Act, 1956. Disputes have arisen with regard to the election of the committee members of the said company. The petitioners in the present application are the company itself and some of the members of the said company. There are 16 respondents who are also members of the said company and the said respondents have been sued in their personal capacity and also in their representative capacity, as representing the other members of the said company who are supporting the validity of an election proposed to be held pursuant to the decision alleged to have been taken at the 9th annual general meeting of the company held on the 25th March, 1966. In this application the petitioners ask for an injunction restraining the respondents, their agents and servants from holding any election pursuant to the alleged resolution and/or decision and/or agreement and also from counting or allowing to be counted the ballot papers, if any, received by the respondent No. 16 and from declaring the results of the counting of the ballot papers and from declaring and giving any effect to the results of the said election and from giving effect to the results of the counting.
(2.) The facts relevant for the purpose of this application are as follows: The petitioner No. 1, Mica Export Promotion Council, hereinafter referred to as the Council, was incorporated under the Companies Act, 1956, as a company limited by guarantee and the main objects of the Council are to promote exports of mica and by-products of the mica industry. Under the articles of association the management and administration of the affairs of the Council are entrusted to a committee of administration consisting of 15 members, including the chairman, the vice-chairman and at least 2 Government nominees. The provisions of some of the relevant articles may be noted. "Article 10.--Members of the Council shall as soon as possible after the 1st of April in each year elect the committee from amongst themselves, provided that the first election shall take place after the expiry of twelve months from the date of registration of the company. Article 11.--At the first general meeting of the company, after the expiry of twelve months from the date of registration the whole of the members of the committee shall retire from office, and at the general meeting in every subsequent year, one-third of the members of the committee for the time being, or, if their number is not three or a multiple of three, then the number nearest to one-third shall retire from office. Article 12.--The members of the committee who retire every year shall be those who have been longest in office since their last election, but as between persons who became members of the committee on the same day, those to retire, shall (unless they otherwise agree amongst themselves) be determined by lot. Article 13.--A retiring member of the committee shall be eligible for re-election. Article 14.--The Council at the general meeting at which a member of the committee retires in the manner aforesaid may fill up the vacated office by electing a person thereto. Article 15.--If at any meeting at which an election of members for the committee ought to take place, the places of the vacating members of the committee are not filled up, the meeting shall stand adjourned till the same day in the next week at the same time and place, and if at the adjourned meeting the places of the vacating members of the committee are not filled up, the vacating members of the committee or such of them as have not had their place filled up shall be deemed to have been re-elected at the adjourned meeting. Article 34.--The principal business of an annual general meeting shall be to receive and pass the report of the proceedings of the committee and also the report and accounts for the preceding financial period, to elect a chairman, to elect new members of the committee, to appoint auditors and fix their remuneration and to consider or transact any business, which under these articles have to be transacted at an annual general meeting."
(3.) Certain rules have been framed by the committee of the Council for holding the election of the office bearers of the Council. Prior to 25 March, 1966, the following members constituted the committee of the Council: Mr. U.C. Lal -- Vice-Chairman Christian Mica Industries Ltd.--Member Chattaram Horilram Pvt. Ltd.--Member Gunpatray Pvt. Ltd.--Member Goenka Mica Co.--Member Ratan Mica Produce Co.--Member Mica Mfg. Pvt. Ltd.--Member Inderchand Rajgharia & Sons Pvt. Ltd.--Member Mr. N.D.J. Rao--Member Sree Baidyanath Mica Works Pvt. Ltd.--Member Bengal Ruby Mica Supply Co.--Member C.M. Rajgharia -- (Resigned) Nuram Reddy Raghava Reddy & Co. (Regd.)--(Reserved seat for Andhra Pradesh) R. B. Nemichand Mulchand & Co. Pvt. Ltd.--(Ceased to be Member) (Reserved seat for Rajasthan) S. B. Roy--(Co-opted). Indian Standards Institution--(Co-opted).;