The applicant in this case is a private limited company which was incorporated as such in July 1959, and has its registered office in Gardee Trust Building, Napier Road, Lahore. The company had set up an industrial undertaking also at Tongi, Dacca, in the former Province of East Pakistan over which it lost its control due to secession of that Province. The company failed to hold its Annual General Meeting during the calendar year of 1972 but held it instead on 3-5-1973. The default, it is contended in the application, in holding Annual General Meeting during the year 1972 was caused because the `Accounts Statements' and the position and details of stocks and assets of the applicant lying in the former Province of East Pakistan were not available and the finalisation of accounts etc. Was not possible in the absence of the relevant information. Due to this even the relevant returns for the said period could not be filed in time before the Assistant Registrar, Joint Stock Companies, Lahore Region, Lahore. The present application has been made by the company under section 76(3) of the Companies Act, 1913, wherein the following prayer has been made; "It is, therefore, respectfully prayed that the default in holding the Annual General Meeting during the calendar year of 1972 may kindly be condoned and the learned Assistant Registrar, Joint Stock Companies, Lahore Region, Lahore be directed to record the accep--tance of the Returns and the allied documents for the said period. The Annual General Meeting held on 3-5-1973 may kindly be given ex post facto approval or in the alternative the applicant be allowed to call fresh Annual General Meeting."
2. Section 76 of the Companies Act, hereinafter called the Act, to which reference has been made in the application, reads as follows :-------- "Section 76.-(1) A general meeting of every company shall be held within eighteen months from the date of its incorporation and thereafter once at least in every calendar year and not more than fifteen months after the holding of the last preceding general meeting.
(2) if default is made in holding a meeting in accordance with the provisions of this section, the company and every director or manager of the company who is knowingly and wilfully a party to the default shall be liable to a fine not exceeding five hundred rupees.
(3) If default is made as aforesaid, the Court may, on the application of any member of the company, call or direct the calling of a general meeting of the company."
3. There is another allied section in the Companies Act, viz. Section 79, which reads as follows; "Section 79.-The following provisions shall have effect with respect to meetings of a company other than a private company not being a subsidiary of a public company and the procedure thereat, not--withstanding any provision made in the articles of the company in this behalf :------
(a) a meeting of a company other than a meeting for the passing of a special resolution may be called by not less than fourteen days' notice in writing; but with the consent of all the members entitled to receive notice of some particular meeting that meeting may be convened by such shorter notice and in such manner as those members may think fit ;--
(b) notice of the meeting of a company with a statement of the business to be transacted at the meeting shall be served on every member in the manner in which notices are required to be served by Table A and for the purpose of this clause the expression "Table A" means that table as for the 'time being in force; but the accidental omission to give notice to, or the non-receipt of notice by, any member shall not invalidate the proceedings at any meeting ;
(c) five members present in person or by proxy, or the chairman of the meeting, or any member or members holding not less than one---tenth of the issued capital which carries voting rights shall be entitled to demand a poll; Provided that in the case of a private company if not more than seven members are personally, present, one member, and if more than seven members are personally present, two members shall be entitled to demand a poll;
(d) an instrument appointing a proxy, if in the form set out in Regulation 67 of Table A, shall not be questioned on the ground that it fails to comply with any special requirements specified for such instruments by the articles; and
(e) any shareholder whose name is entered in the register of share--holders of the company shall enjoy the same rights and be subject to the same liabilities as all other shareholders of the same class.
(2) The following provision shall have effect in so far as the articles of the company do not make other provision in that behalf :----
(a) two or more members holding not less than one-tenth of the total share capital paid up or, if the company has not a share capital, not less than five per cent. In number of the members of the company may call a meeting ;
(b) in the case of a private company two members and in the case of any other company five members personally present shall be a quorum ;
(c) any member elected by the members present at a meeting may be chairman thereof;
(d) in the case of a company originally having a share capital, every member shall have one vote in respect of each share or each hundred rupees of stock held by him, and in any other case every member shall have one voter;
(e) on a poll votes may be given either personally or by proxy;
(f) the instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or an attorney duly authorised; and
(g) a proxy must be a member of the company.
(3) If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called or to conduct the meeting of the company in manner prescribed by the articles or this Act, 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, order a meeting of the company to be called, held and conducted in such manner as the Court thinks fit, and where any such order is given may give such ancillary or consequential directions as it thinks expedient, and any meeting called, held and conducted in accordance with any such order shall for all purposes be deemed to be a meeting of the company duly called, held and conducted:"
4. A perusal of subsection (3) of section 76 and subsection (3) of section 79 would show that when a default has taken place or when it has become impracticable to hold an Annual General Meeting then the only forum which can hold or direct the holding of an Annual General Meeting under its auspices is the Court as defined in the Act itself. In the instant case the default is admittedly there and even otherwise also since the period within which the meeting was to be held has lapsed it is "impracti--cable" to hold that meeting within that period any more. In these circum--stances the meeting which was held by the company itself on 3-5-1973 was not a valid meeting in this case. I have heard learned counsel for the petitioner and also Khawaja Muhammad Tufail, Advocate, who on call -of the Court addressed arguments amicus curiae. Learned counsel have taken me through a large number of cases on the subject. They made reference to The Eastend Agencies and others v. Al-Haj Mafizuddin and others (PLD 1970 Dacca 155), The Dacca Jute Mills Ltd., Dacca and 3 others v. Satish Chandra Banik and 10 others (PLD 1970 Dacca 521), Lachmi Narain and others v. Emperor (AIR 1920 All. 357), Bapurao Sakharam Karmarkar v. Sadhu Bhivda Gholap (AIR 1923 Bom. 193), Albert Judah v. Rampada Gupta and another (AIR 1959 Cal. 715), Messrs Tar Muhammad Janoo & Co. v. Messrs Maldivian National Corporation (Ceylon) Ltd. And another (PLD 1960 Kar. 495), Satish Chandra Banik and others v. Dacca Jute Mills Ltd. And others PLD 1968 Dacca 610), Bal Krishna Maheshwari v. Uma Shanker Mehrotra and another (AIR 1947 All. 361), Muhammad Azhar Hassan and another v. District Cricket Association, Lahore (PLD 1969 Lah. 251), Syed Amir Hussain Shah v. Progressive Papers Ltd. And others (PLD 1969 Lah. 615), Sree Meenakshi Mills Co. Ltd. And others v. Assistant Registrar of Joint Stock Companies, Madura (AIR 1933 Mad.
640and a judgment of my learned brother Muhammad Akram, J., dated 23-12-1972 in BECO Agencies Ltd., Lahore v. Managing Director, BECO Industries Ltd., Lahore Civil Original No. 15 of 1972.
5. After having gone through the judgment of my learned brother Muhammad Akram, J., I feel it is not necessary for me to survey the subject over again because my learned brother has referred to the text and the copious law and after a lengthy discussion has held that in the circumstances where it has become impracticable to hold an Annual, General Meeting or where default has taken place, it is only the Court which can hold or direct the holding of that Meeting. Respectfully agreeing with that view I hold that the meeting held by the company itself on 3-5-1973 was not a meeting in the eye of law inasmuch as it was not held within the statutory period, and since default has taken place and there is also impracticability of holding the meeting within the statutor period which has already lapsed (it being no longer possible to bring the hands of the clock back)-this Court will have to issue necessary orders in this respect. Consequently accepting the petition, I direct that an Annual General Meeting for the year 1972 should b held in Lahore under the auspices of this Court. Mr. Hafiz-ur-Rehman, Bar-at-Law is appointed as a Chairman to conduct that meeting. He will fix the date of the meeting and issue necessary notices to the persons concerned and submit the minutes of the meeting and his report to this Court whereafter the question of condonation of delay in the submission of the returns etc. Will be considered. The process for various notices and all other expenses will be borne and supplied by the company. The company shall pay a fee of Rs. 1,000. (Rupee's one thousand) to Mr. Hafiz-ur-Rehman in advance.