Anil Dev Singh, J.
(1) IANO.318/92 This case reflects a sad commentary on the gross abuse of the process of the courts resulting in thwarting the Annual General Meeting (for short 'AGM') of Roshanara Club,defcndant No.1, and preventing its members from exercising their democratic right of franchise. By order dated November 11, 1991 in the suit filed by the plaintiffs for declaration and injunction the Managing Committee of the Club was directed to meet within two weeks and fix a date for holding the 'AGM' before January 10, 1991 under the Chairmanship of Justice J.D.Jain who was invested with all the necessary powers to carry out the purpose and spirit of the order. In view of this direction the counsel for the plaintiffs withdrew the suit, the same having been satisfied. He also withdrew all allegations against the defendants unconditionally. That seemed to be the end of the controversy. But that was not to be so.
(2) On January 8, 1991 the date fixed by the defendant No.1 for holding the 'AGM' pursuant to the order dated November 11, 1991, two interlocutory injunctions one by Upper Civil Judge Magistrate,Jaipur and the other by Sub Judge,Delhi were served on (he defendant No. 1. The Jaipur court by its order dated January 7, 1992 directed that the 'AGM scheduled to beheld on January 8, 1992 be kept adjourned'.(The Hindi word used in the order is 'Sthagith Rakhe' which also means 'keep in abeyance'). In the order it was further recorded that the notice of the application for temporary injunction was issued but the same was refused by the Club. The Delhi Court by its order dated January 7, 1992 restrained defendant No.1 'from holding the elections of the office bearers of the Club at its Annual General Body Meeting'. In view of these stay orders the 'AGM' was adjourned without fixing afresh date for holding the same. Subsequently at the instance of the plaintiffs the said injunction orders of the courts at Delhi and Jaipur were vacated but this did not help in regaining the lost opportunity for the 'AGM' to transact its business including the election of the members of the Managing Committee, which was on its agenda, thus frustrating and defeating the orders of this court dated November 11, 1991. In view of these developments the Chairman, by his report dated January 13, 1992,has sought fresh directions for holding the 'AGM' and election of the office bearers of defendant No.1. By their present application filed on January 13, 1992,the plaintiffs also seek somewhat similar directions. I have heard the learned counsel for the parties at length.
(3) The question is could the court at Jaipur or the Subordinate court at Delhi pass restraint orders in view of the orders passed by this court .dated November 11, 1991
(4) In face of the order dated November 11, 1991 it was legally not permissible for any court except the Appellate Bench of this court or the Supreme Court to pass a restraint order against the holding of the 'AGM' of the Club. What was being done purusant to the orders of the High Court could not be undone, superseded and overridden by a Subordinate Court located within its territorial jurisdiction or any court outside its jurisdiction as otherwise-constitutional and hierarchial set up of the courts would be set at naught leading to judicial chaos. The order dated November 11, 1991 clearly directed defendant No.1 to hold the 'AGM' before January 10, 1992. Though this order was made on the agreement of the parties nonetheless it had to be obeyed by them as the court's direction had been superadded there to. In face of this order the business meant for being transacted at the meeting on January 8, 1992 could and should have been transacted notwithstanding the orders of Jaipur and Delhi courts. It is unfortunate that the order of this court was given a go bye.
(5) It is highly doubtful if the court at Jaipur has any jurisdiction in the matter. The Club, defendant No.1 is located at Delhi. The 'AGM' and the election of the office bearers of defendant No.1 was also to be held at Delhi.
(6) The mistake, which has occured,can now be rectified only by fixing a fresh date for holding the 'AGM'. In Jayantbhai Manubhai Patel and others Vs . Arun Subodhbhai Mehta and others : [1989]2SCR110 the Supreme Court was dealing with a case where a notice for convening the meeting was cancelled by the Mayor of a Municipal Corporation and the same was re-convened on a subsequent occasion. In this connection it was held as follows:
'HOWEVER,it does appear to us, that, on a parity of reasoning, it must be held that the Mayor had the implied power to cancel a meeting or postpone a meeting which was duly convened before the said meeting commenced and to convene the same on a subsequent occasion.'
(7) Learned counsel for defendant No. I and Mr.Rawal,defendant No. 21 submit that no meeting had taken place on January 8, 1992 and whenever the''AGM' is fixed to be held by this court, it should be considered as a fresh meeting and as such at that meeting it would not be legally permissible to transact the same business, which the meeting of January 8, 1992 was required to transact. According to the learned counsel the whole exercise will have to be gone into again after complying with the provisions of Section 171 of the Companies Act, 1956. I am afraid the contention of the learned counsel is not well founded for the reasons which are not far to seek. Since the 'AGM' was adjourned in view of the aforesaid restraint orders, particularly the order of the Jaipur court which specifically directed defendant No. I to adjourn the meeting or keep the same in abeyance,the principle relating to the adjourned meeting should apply, that is, the reconvened meeting will transact the business which was on the agenda of the earlier meeting. To put it differently, on the adjourned meeting the adjourned business is required to be taken up. It seems to me that in a case where a meeting is adjourned or kept in abeyance pursuant to the orders of the court, the same principle would apply, which applies in the case of a meeting which is actually held, but is adjourned by the Chairman when the majority of the members present so resolve. In latter case when the meeting is reconvened it is considered to be continuation of the adjourned meeting and the same business is transacted which was before the original meeting. On principle it appears that there is no cogent and discernable reason for viewing the aforesaid two situations differently.
(8) In any event I am of the view that for all intents and purposes the 'AGM' was held but the same could not transact any business. In this regard it will be relevant to refer to the report of the Chairman:
'WHILE the work of inspection of proxies was going on smoothly, at about 4.00 P.M. the Club Secrelary,Shri H.N.Sharma, showed to me an order which he had received from a court of Subordinate Judge, Delhi, staying the holding of elections for the office bearers of the Club at the Annual General Meeting till further orders. The parties were required to file objections by the next following day. Still later at about 4.20 P.M.the Club Secretary, Shri Sharma showed to me another order received by him from the Court of Civil Judge, Jaipur,restraining the holding of Annual General Meeting of the Club itself till further orders. The notice was addressed to the Roshanara Club Ltd. which was required to file objections, if any, on 13th of January, 1992. At about 4.50 P.M. the Club Secretary, Shri H.N.Sharma, announced to the members who had gathered for participation in the Annual General Meeting that in view of the stay orders received by him the Annual General Meeting would not be held and thereforee it was adjourned. It caused lot of agitation amongst the members who had gathered at the venue of the Annual General Meeting for taking part therein. The number of such members was approximately 300. Some of them came to me with the request that I should address the persons present myself. I then went to the venue of the Annual General Meeting and apprised the members who had gathered there that irrespective of whether the orders of stay received from the two courts viz., Delhi and Jaipur, the Annual General Meeting would not be held and steps must be taken to get the stay orders vacated. Further they should also seek necessary directions from the High Court of Delhi in the matter.'
(9) From the perusal of the report it is manifest that about 300 members were present at the venue of the meeting and the Chairman addressed the members and apprised them of the stay orders. It is correct that the Chairman in his report has stated that the meeting could not be held and the Secretary announced to the members that the same has been adjourned.But all that he means is that no business could be transacted by the 'AGM' on that date. In the instant case, it appears to me that when the members had gathered in large numbers (far exceeding the quorum required for the meeting) for participating in the 'AGM' and the Chairman had addressed them it would constitute a general body meeting. The term 'meeting'' has myriad shades and hues. According to Palmer's Company Law. ( 22nd edition) the word 'meeting', prima facie, means coming together of more than one person. According to the Shorter Oxford Dictionary the expression 'meeting' means, inter alia, an assembly of a number of people for entertainment,discussion or the like.Law Lexicon by T.P.Mukherje (1989 edition) defines the word 'Meeting'' as under:
'A meeting is a gathering or assembly of a number of people for purposes of intercourse, entertainment, discussion, legislation and the like for the purpose of the discussion of matters of public interest or for the purpose of the expression of views on such matters'.
(10) In Corpus Jurisdiction Secundum( Volume 57) the following meanings of the word 'meeting' have been culled out from various judgments:
'AS a verb. The word 'meet' has been defined as meaning to come upon or against, front to front, as distinguished from contact by following and overtaking; and it has been said that this is the ordinary and popular meaning of the word. The term has been similarly defined to mean to come together by mutual approach; to fall in with another; to come face to face; to converage; and, with a slightly different shade of meaning, to come together with hostile purpose; to have an encounter or conflict. In a different sense, the word means to come into conformity to; to be or act in agreement with. When used with reference to financial obligation, to pay. Meeting as a noun. A number of people having a common duty or function who have come together for any legal purpose, or the transaction of business of a common interest; an assemblage'.
(11) According to Stroud's Judicial Dictionary,(5th Edition) the word 'meeting' implies a concurrence or coming face to face of at least two person's. This is based upon the view of Coleridge,C.J., in Sharpe v. Dawes 1876 (2) Qbd 26. Black's Law Dictionary,(5th edition),ascribcs the following meaning to the word 'meeting':
'MEETING- A coming together of person; an assembly. Particularly, in law, an assembling of a number of persons for the purpose of discussing and acting upon some matter or matters in which they have a common interest; e.g. in corporate law, a meeting of the Board of Directors or of the stockholders.'
(12) Shackleton on the Law and Practice of Meetings(Eighth Edition) states the requirements for constituting the meeting in the following words:
'A meeting will be properly constituted when sufficient members are present to form a quorum and someone lo control the meeting (i.e.a Chairman) has been duly appointed.'
With the above in mind the position can now be examined.
(13) There is no dispute between the parties that on January 8, 1992 the members had collected at the venue of the meeting to participate in the 'AGM'. The purpose of the 'AGM'' was definite and known and on that particular date they were also to elect the members of the Managing Committee. In view of the generally accepted meaning of the word 'Meeting' it seems to me that on January 8, 1992 a meeting in the eye of law did take place as sufficient number of members were present to form a quorum for the purpose of transacting the business of the 'AGM' and Chairman, to control the meeting, had been duly appointed and was present at venue of the meeting. The Chairman also addressed the meeting but the business of the 'AGM' could not be transacted because of the interdiction by two courts mentioned above. Since on January 8, 1992 the meeting was adjourned now a new dale only has to be fixed which means that the original meeting will be continued on that date. There is ample authority for the proposition that the adjourned meeting is a continuation of the original meeting. In A.Ramaiya's Companies Act at page 526 the learned author has to say the following in this regard:
'AN adjourned meeting is a continuation of the original - meeting, and no new notice need be given except in cases provided by the articles.'
(14) Palmer also reiterates the same proposition of law. To the same effect are the observations of Shackleton in his treatise on The Law and Practice of Meetings ( 8th edition) at page 153:
'SINCE an adjourned meeting is by operation of law a continuation of the original meeting, there is, in principle, no need to give notice of the adjourned meeting, but here the articles may make specific provision.'
(15) According to Halsbury's Laws of England, Fourth edition Volume 7 an adjourned meeting can transact that business which was to be transacted at the original meeting. The relevant para reads as under:
'FOR the purposes of considering what business can be transacted at an adjourned meeting, the adjourned meeting must be considered as the original meeting; but where a resolution is passed at an adjourned meeting of a company or of the holders of any class of shares, the resolution must be treated as having been passed on the date on which it was in fact passed. A meeting of shareholders cannot by a majority refuse to hear the views of the minority, but after a reasonable opportunity has been afforded for the expression of their views it is competent for the chairman, with the meeting's consent, to declare the discussion closed and put the motion to the vote'.
(16) In Mclaren v. Thomson (1917)2 Cha Div 261 which is a case in point it was held as follows:
'IT is perfectly plain that under these articles for a very large number of purposes a meeting which has been interrupted by an adjournment, or by more than one adjournment, is nevertheless to be treated as a single and continuous meeting one meeting.'
(17) Again in Watrap S.Subramania Aiyar,High Court Vakil and others v. The United India Life Insurance Company Limited, Madras (1928) 55 Mad L J 385 and Jackson and others v. Hamlyn and others (1953) Cha Div 577 it was held that an adjourned/reconvened meeting is continuation of the original meeting.
(18) thereforee in view of the aforesaid legal position I am of the view that the 'AGM' when it meets will be entitled to transact the business which it was to transact on January 8, 1992 and Section 171 of the Companies Act will not be attracted as the adjourned meeting will be continuation of the original meeting. But this does not mean that no notice would be required to be given to the members. Since the meeting was adjourned without fixing a date for the 'AGM' notice will have to be given to the members in this regard.
(19) Mr. Malhotra. Learned counsel appearing for the plaintiffs 1,3,4,5, and 6 and Mr. Gupta learned counsel for defendants 3,9,10,16,19,20 and 24 contend that in the present circumstances Article 32(b) of Articles of Association would be applicable. Article 32 reads as under:
'32(A)If within half an hour from the time appointed for holding the meeting a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved. b) In any other case, the meeting shall be adjourned to the same date in the next week, at the same time and place, or to such other date and at such other time and places as the Committee may determine.'
(20) According to the learned counsel since the last 'AGM'dated January 8, 1992 was adjourned, the same can now be fixed by the court on any other date in accordance with Article 32(b). On the other hand,the learned counsel for defendant No. I submits that Article 32(b) will not be attracted in the present case. Learned counsel urges that Article 32(b) would be applicable only in a case where the quorum for the meeting was not present, which is not so in this case. For the view which I have already taken it will not be necessary to go into this submission of the learned counsel for the parties.
(21) MR.RAVINDER Sethi learned counsel appearing for defendant No.18 submits that the court does not have any jurisdiction to pass any further orders in the matter as the suit stood satisfied on November 11,1991. Learned counsel submitted that the court has ceased to have seisin over the matter. The submission of the learned counsel is not well founded. A reading of the order dated November Ii, 1991 shows that the 'AGM' was required to be held before January 10,1992. It is admitted case of both the parties that the ''AGM' could not transact any business on that date. Every court must, in the absence of an express provision to the contrary, be deemed to possess in itself such inherent power as are necessary to effectuate the purpose and the spirit of its orders and to see that its orders are complied with and executed.
(22) Here is a case where 'AGM' did not take place for three year and consequently no elections could be held. Such a state of affairs are against the democratic functioning of the institution. It is a statutory requirement to hold 'AGM' every year. Section 166 of the Companies Act provides that every company shall in each year hold the 'AGM'. Article 47 of the Article of Association of the Club provides for the election of the President and members of the committee. The said Article reads as under:
'47(A)The 'President and the members of the Committee shall be elected at every Annual General Meeting of the Club. (b) At the Annual General Meeting in each year the President and all the members of the Committee for the time being shall retire from office. Retiring President & Members shall be eligible for, reelection'
According to Article 47 of the Memorandum and Articles of Association of the Club the President and members of the Committee arc to be elected at every general meeting. It also postulates that at every 'AGM' in each year the President and all the members of the committee shall retire from office. However, the retiring President and members are eligible for re-elections. If the mandate/direction of the statute,the Articles of Association and orders of the court are not being carried out for one reason of the other, the court can step in to prevent disobedience theoreof.
(23) Having regard to the facts and circumstances of the case I am of the opinion that the 'AGM' should be re-convened on February 15,1992. The Chairman will take steps for dispatch of notices to the members forthwith. The date of the ''AGM' will be published in two leading newspapers having circulation all over India. ln case a member who has sent in a proxy wants to revoke the same he will be free to do so before the learned Chairman and he will also be entitled to appoint a fresh proxy. The Chairman will have all the powers to carry out the purpose and spirit of this order and the order dated November Ii, 1991.