Rajendra Nath Mittal, J. - (1.) BY this judgment, I shall dispose of a preliminary objection in C.P. Nos. 11, 12 and 29 of 1980. The facts in the judgment are being given from C P. No. 12 of 1980
(2.) BRIEFLY , the case of the Petitioners is that Rohtak Ashoka Theatre Private Limited (hereinafter referred to as the company) was incorporated on 1st August, 1966. Its principal business was to run a cinema at Rohtak. Its authorised capital was three lakh rupees which was fully subscribed. The annual general meeting of the shareholders of the company was held on 1st July, 1974, in which Gurdeep Singh, Shanti Parkash Malik, Smt Kamrtla Malik, Hira Nand Pahwa, Daljit Singh, Smt Mridula Nagpal. Smt. Promilla Chabbra, Smt. Inderjeet Kaur, Ashok Kumar Malik, Miss Jasmeen Chug and Smt. Harmohinder Kaur were reaffirmed as Directors and Shanti Parkash Malik was re -elected as Chairman of the company. The cinema of the company was being run by M/s Golden Movies, M/s Sheet Pictures and M/s Haneet Films Exchange upto 27th March, 1975, and some other firms for subsequent period. Smt. Harmohinder Kaur is the wife and Jasmeen Chug Saveen Chug and Paveen Gyani are the daughters of Gurdeep Singh, and Smt. Inderjeet Kaur is the wife of Daljit Singh Gurdeep Singh, Daljit Singh, Smt Harmohinder Kaur, Smt. Inderjeet Kaur and Miss Jasmeen Chug were directly or indirectly interested in the theatre hire agreements with M/s Harneet Film Exchange but they did not disclose their direct or indirect interest in the meeting of the Board of Directors on 16th September. 1974. As such, due to contravention of the provisions of Section 299 of the Companies Act (hereinafter called the Act), their offices stood automatically vacated from 16th September, 1974, onwards. Rakesh Malik Petitioner and Ors. filed suit No. 336 of 1976 in the Court of the Subordinate Judge, Rohtak, after they came to know about the above -said facts against Gurdeep Singh, Daljit Singh, Smt Harmohinder Kaur and some others on 31st July, 1976, claiming a decree for permanent injunction restraining them from acting and functioning as directors of the company. They also claimed as interim injunction which was granted to them and later confirmed on 23rd September, 1976. Similarly, in another suit filed by Smt Kamla Malik against Smt Inderjeet Kaur, Jasmeen Chug and Ors. the Defendants were restrained to act as Directors during the pendency of the suit.
(3.) ASHOK Malik and Smt Kamla Malik two of the Directors, summoned a meeting of the Board of Directors for 3rd July, 1976, to fill up the vacancies in the Board of Directors It was, however, adjourned to 10th July, 1976, for want of quorum. On that date, the Board appointed Smt. Krishna Devi, Anil Malik and Rakesh Malik as Additional Directors to fill up the vacancies caused due to the alleged vacation of the office Directors by Gurdeep Singh, Daljit Singh and Smt. Harmohinder Kaur It was also resolved that the gift by S.P. Malik of 500 equally shares of the company out of 1.670 shares to his sons Anil Malik and Rakesh Malik be approved.;