TATIA, J. - (1.) THE present appeal is arising out of the order dated 5. 2. 2001 passed by the Additional District Judge No. 2, Udaipur in Civil Misc. Case No. 6/2001 (16/2001), by which application for injunction of the plaintiff-appellant was dismissed by the court below.
(2.) THE facts of the present case are that the plaintiff- appellant filed a suit for declaration and injunction against the defendant-respondent Bank alleging therein that the defendant- Bank is working since last 50 years and having about 300 branches in main cities of entire India. Its registered office is situated at Udaipur in Rajasthan and the defendant-Bank is a company registered under the Companies Act. The plaintiff submitted that the plaintiff is holding 100 shares of the defendant-Company. The defendant-Company decided to offer a right issue for which a letter of offer was issued on 20. 3. 1999 by which total 4,48,55,480 equity shares were to be issued having value of Rs. 10/- each share with a premium of Rs. 5/- per share. As per the decision of the defendant-company, each right share to be issued with one detachable warrant which will entitle the holder thereof to apply and to be allotted one ordinary share of Rs. 10/- within 12 to 18 months at a discount of 25% of average market price of last 6 months. As per the terms and conditions of the letter of offer, per share, the plaintiff since applied in the right issue, he was offered 250 shares and plaintiff applied for additional 50 shares which all were allotted to the plaintiff. Therefore, the plaintiff, at the time of filing the present suit, was having original 100 shares and 500 shares which were allotted to the plaintiff. According to plaintiff, in accordance with the provisions of the Companies Act, for conversion of the share warrants into shares, a resolution was required to be passed by the shareholders of the Company and the defendant-respondent issued a notice dt. 6. 1. 2001, according to which extraordinary general meeting of the shareholders of the defendant-respondent Company was to be convened at Indian Merchants Chambers, Balchand Heerachand Hall, 4th Floor, I. M. C. Road, Church Gate, Mumbai. According to plaintiff, there are about 32000 shareholders of the defendant-Company, out of which about 22,000 shareholders are from the Rajasthan and in view of the above notice dated 6. 1. 2001 if the meeting of the company will be convened at Mumbai, it will be illegal and will also cause great hardship to the plaintiff and other shareholders. The plaintiff, therefore, aggrieved against the holding of the above meeting at Mumbai in pursuance of the notice dated 6. 1. 2001, filed the present suit for declaration to the effect that it may be declared that the defendant-respondent has no right to convene extraordinary general meeting of the shareholders of the Company in pursuance of notice dated 6. 1. 2001 at Mumbai and it may also be declared that the defendant-respondent has no right to convene the meeting at a place other than the registered office of the defendant- Company or in the city, town or village where the registered office of the company is situated. The plaintiff further sought relief of decree for injunction restraining the defendant-Company from convening meeting at Mumbai on 6. 2. 2001.
(3.) THE grounds for challenge raised by the plaintiff in his plaint are mainly two folds. One is that as per sub-sec. (2) of Sec. 166 of the Companies Act, annual general meeting of the shareholders can be held only at the registered office of the Company or at some other place within the city, town or village in which the registered office of the company is situated. In addition to above, the plaintiff-appellant in para 10 of the plaint stated that, as per section 166 of the Companies Act, any meeting of the shareholders of the Company including extraordinary general meeting can be held at registered office of the Company or within the city or town where the registered office of the Company is situated. Second ground of objection in the plaint was that holding of the meeting at Mumbai will cause hardship to 32000 shareholders and since the meeting is important one, the hardship is much more grave. THE plaintiff-appellant also submitted that the meeting is being convened at Mumbai to give benefit to one Shri P. K. Tayal, Chairman of the Bank and his persons. THE plaintiff further submitted that some of the shareholders of the Company are having even only 10 shares. 20 shares or 50 shares and they will have to go to Mumbai to attend the extraordinary general meeting. According to plaintiff, in last 50 years from incorporation of the defendant-Company, none of the annual general meeting or extraordinary general meeting was held outside of Udaipur. The plaintiff also filed an application under Order 39, Rule 1 & 2 of the Code of Civil Procedure for seeking ad-interim injunction against the defendant from holding extraordinary general meeting on 6. 2. 2001 at Mumbai, outside from the city of Udaipur. The defendant-respondent submitted a detailed reply to the application moved under Order 39, Rule 1 & 2 of the Code of Civil Procedure by the plaintiff and submitted that the decision to convene the meeting was taken by the Board of Directors on 6. 1. 2001. Notice to that effect was issued on 9. 1. 2001 by U. P. C. whereas the suit was filed on 2. 2. 2001. Therefore, the application deserves to be dismissed only on the ground of delay and the plaintiff is not entitled for any equitable relief of injunction. ;