Sankar Prasad Mitra, J. - (1.) This is an application of the United Breweries Ltd., under Section 186 of the Companies Act, 1956, inter alia, for a direction for calling an extraordinary general meeting of Ruttoniee & Co. Ltd. The petitioner holds 352800 Equity Shares (out of 40,00.000 Equity Shares) of Ruttonjee & Co. Ltd. Section 186 of the Act runs thus :-- "186. Power of Court to order meeting to be called. -- (1) If for any reason it is impracticable to call a meeting of a company, other than an annual general meet-ing, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles, the Court may. either of its own motion or on the application of any director of the company, or of any member of the company who would be entitled to vote at the meeting,-- (a) order a meeting of the company to be called, held and conducted in such manner as the Court thinks fit; and (b) give such ancillary or consequential directions as the Court thinks expedient, including directions modifying or supplementing in relation to the calling, holding, and conducting of the meeting, the operation of the provisions of this Act and of the Company's articles. Explanation -- The directions that may be given under this sub section may include a dirertion that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held and conducted in accordance with anv such order shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted."
(2.) It is to he observed at the outset that under Section 186 the Court in the exercise of its discretion calls a meeting of the Company. Secondly, the Court must be satisfied that it is for any reason "impracticable" to call a meeting in any manner in which meetings of the company may be called. Thirdly, the Court has no power to call an annual general meeting. Bearing these principles hi mind we have first to consider the facts of this case. On the 12th March, 1958, the Government of West Bengal gave permission to a partnership firm called Ruttonjee & Co. to start a brewery in West Bengal. About a year later on January 5, 1959, the Commissioner of Excise wrote to the Director of Industries regarding grant of permission to the said firm to establish a brewery. On the 17th January, 1959, the Government of India wrote to the firm enclosing the terms and conditions which were usually attached to a licence granted under the Industries (Development Regulation) Act, 1931, and asking if the firm was agreeablp to the terms. Thereafter the West Bengal Government granted to the firm a piece of land at Kalyani.
(3.) On the 4th July, 1959, there was a tentative agreement between the firm and Phipson & Co. (Private) Ltd. The relevant terms of the agreement were: (a) a Company called Ruttoniee & Co. (Private) Ltd., would be formed as a subsidiary of Phipson & Co. (Private) Ltd., (b) the articles of association of Ruttonjce & Co. (Private) Ltd. would provide that H. Bhesania and F. R. Bhesania of Ruttoniee & Co., would be permanent directors out of the total of six directors of Ruttonice & Co. Private Ltd.; (c) the firm will have the right to appoint one more director of Ruttonjee & Co. (Private) Ltd.; and (d) the firm and its nominees would purchase 2,0(10 shares in Phipson & Co. (Private) Ltd., at the rate of Rs. 150.00 per share and another 1,000 shares would be kept reserved for them till the 31st August, 1949.;