JUDGMENT
S. Padmanabhan, J.
1. Plaintiffs are the revision petitioners. The two revision petitions arise from O. S. No. 728 of 1986 on the file of the Subordinate Judge, Trichur, and O. S. No. 2510 of 1986 on the file of the Munsiff, Trichur. Order in I. A. No. 1842 of 1986 in O. S. No. 728 of 1986 gave rise to C. M. A. No. 92 of 1986 before the District Judge, Trichur. Order in I. A. No. 3732 of 1986 in O. S. No. 2510 of 1986 gave rise to C. M. A. No. 127 of 1986. Both the C.M.As. were disposed of by the Dis’trict Judge, Trichur, by a common judgment. C. R. P. No. 1285 of 1987 is against the order in C.M.A. No. 127 of 1986 and C.R.P. No. 1286 of 1987 is against the order in C. M. A. No. 92 of 1986.
2. First defendant in both the cases is the Majestic Kuries and Loans (P.) Ltd., High Road, Trichur, a company incorporated under the Companies Act for the conduct of kuries worth about Rs. 10 crores. There are 25 shareholders. Plaintiffs in both the cases are shareholders of the company. The fourth annual general meeting of the company was held on October 12, 1985. Thereafter, there were some disputes. There was a request to convene an extraordinary general meeting. The right of the second defendant to continue as chairman of the company was also disputed. So also some of the members contended that defendants Nos. 3 and 4 in O. S, No. 728 of 1986 are not shareholders. It was for these purposes that a request was received to convene an extraordinary annual general meeting. The board of directors instead of holding an extraordinary annual general meeting decided to hold the fifth annual general meeting itself on August 28, 1986. Last and sixth item in the agenda of that meeting was removal of the second respondent from the board of directors. When the board of directors issued notice to convene the fifth annual general meeting on August 28, 1986, one shareholder filed O. S. No. 728 of 1986 for an injunction directing the second defendant not to preside over the meeting and to take up item No. 6 in the agenda, namely, removal of the second defendant from the board of directors as the first item. So also, he wanted a direction that defendants Nos. 3 and 4 are not entitled to participate in the meeting since they are not shareholders. For these purposes, the plaintiff moved I. A. No. 1842 of 1986 in O. S. No. 728 of 1986.
3. The annual general meeting proposed to be held on August 28, 1986, could not be held for want of quorum. Even before that, the Subordinate Judge granted an interim order in I. A. No. 1842 of 1986 directing the second defendant not to preside over the meeting, that item No. 6 in the agenda to be taken up as the first item and that defendants Nos. 3 and 4 shall not participate in the meeting. The adjourned meeting was held on September 4, 1986. In that meeting, the second defendant was removed from the board of directors. The vacancies in the board of directors were filled up. The remaining agenda for the meeting were also gone through.
4. Ignoring the meeting held on September 4, 1986, the second defendant issued exhibit A-4 notice on September 16, 1986, for the purpose of convening the fifth annual general meeting on October 15, 1986. At that time, another shareholder filed O. S. No. 2510 of 1986 before the Munsiff’s Court, Trichur, for a declaration that the annual general meeting held on September 4, 1986, is valid and for an injunction restraining the meeting proposed to be held on October 15, 1986. In that suit, the plaintiff also filed I. A. No, 3732 of 1986 for a temporary injunction restraining the holding of the meeting.
5. In I. A. No. 1842 of 1986 in O. S. No. 728 of 1986, the Subordinate Judge found that the plaintiff was not able to establish a prima facie case for injunction against defendants Nos. 3 and 4. So also it was found that there is nothing wrong in the second defendant presiding over the meeting and casting his vote. The meeting held on September 4, 1986, was held to be invalid on account of the injunction against interested parties. At the same time, in I. A. No. 3732 of 1986 in O. S. No. 2510 of 1986, the Munsiff found that the meeting held on September 4, 1986, is valid and, therefore, there is no question of again calling the fifth annual general meeting on October 15, 1986. Injunction was granted against that meeting.
6. Thereafter, the former board of directors filed 0. S, No. 982 of 1986 before the Subordinate Judge, Trichur, and filed I. A. No. 2511 of 1986 for injunction against the board of directors elected on September 4, 1986. An ex parte order of injunction was obtained on that application. C.M.A. No. 108 of 1986 filed by the defendants in that case was allowed by the District Judge “and the matter was remanded. That was also by the same common order by which C. M. A. Nos. 92 and 127 of 1986 were disposed of. I was told that another revision petition has been filed against the order of remand.
7. In C. M, A. Nos. 92 and 127 of 1986, the learned District Judge did not come to any conclusion on merits. The District Judge found that the validity of the annual general meeting held on September 4, 1986, is a matter to be decided in the suit. At the same time, a commissioner was ordered to be appointed for holding the fifth annual general meeting.
8. The two questions that arise for consideration, on the basis of the arguments addressed before me, are: (1) Whether the annual general meeting held on September 4, 1986, and the decisions taken therein are valid, and (2) Whether the direction given by the District Judge to conduct the fifth annual general meeting through the commissioner is legal.
9. On the first point, learned counsel for the respondents strenuously argued that the meeting is not legal because it was conducted at a time when there was injunction against defendants Nos. 2, 3 and 4. So also he pointed out that immediately after the injunction was vacated, the board of directors issued exhibit A-4 notice to convene the meeting on October 16, 1986. The interpretation of Section 174(4) of the Companies Act was one of the main items of dispute between the parties at the time of arguments in this respect. Section 174(4) of the Companies Act reads :
“In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the board may determine. ”
10. Learned counsel for the respondents said that while interpreting Section 174(4), the provisions of Sections 166, 167, 168, 169, 171, 175 and 189(2) as well as rule 9 of the Companies (Court) Rules and Section 151 of the Code of Civil Procedure also will have to be taken into account. I do not think that there is much merit in that argument. Section 166(1) of the Companies Act only deals with the liability to hold the annual general meeting and fixes the outer limit of fifteen months. Proviso (2) to that sub-section authorises the Registrar to extend that period up to a maximum limit of three months for special reasons. Section 167 only deals with the power of the Central Government to hold the annual general meeting in case of default by the company. Section 168 only provides for penalty in cases of non-compliance with the provisions of Section 166 or 167. Section 169(1) and (6) only deal with convening of meetings on requisition. Section 171 is the section providing for the length of notice for convening meeting. These provisions have absolutely no impact on the interpretation of Section 174(4).
11. Section 174(4) deals with two situations. The first is where the meeting is not adjourned to any date. In such a situation, what the sub-section says is that ” the meeting shall stand adjourned to the same day in the next week “. In my opinion, this is an automatic statutory adjournment of the meeting without the intervention of human agency. The second situation contemplated under Sub-section (4) is to hold the meeting on such other day and at such other time and place as the board may determine. In my opinion, the operation of the second part of Sub-section (4) comes into play only when the meeting is adjourned by the board of directors to be convened on any particular day and time at any particular place on the date of the meeting itself or at any rate before the commencement of the same day in the next week. If no such date is fixed before that time limit, the first part of Sub-section (4) automatically operates and the convening of the meeting on the same day in the next week at the same time and place is nothing but legal and proper. Therefore, on that ground, the validity of the meeting held on September 4, 1986, cannot be challenged.
12. So far as the second defendant is concerned, the injunction was only against himself presiding over the meeting. But defendants Nos. 3 and 4 were restrained from participating in the meeting. Whether, on that ground; the meeting held on September 4, 1986, is invalid or not is a matter that could be decided only by the final decision of the suit. There is a contention that on account of the contravention of some provisions of the articles of association, defendants Nos. 3 and 4 are not shareholders. This contention is opposed by the other side. A decision on the merits on that question is’ not possible at present. The learned District Judge rightly held that this is a matter for final decision. Therefore, at present I am not in a position to express any final opinion regarding the validity of the annual general meeting held on September 4, 1986, and the decisions taken thereon.
13. But the fact remains that the fifth annual general meeting was held on September 4, 1986. Before entering a finding that the said meeting is invalid, the District Judge was not justified in ordering the same fifth annual general meeting to be held once again through a commission. If ultimately the meeting was held on September 4, 1986, and the decisions taken thereon are held to be valid, the meeting ordered by the learned District Judge will amount to a duplication. That will only help to add to the confusion.
14. Further, the authority of the District Judge to order convening of such a meeting was also under serious challenge. The only two provisions in the Companies Act under which the courts could act in such cases are Sections 186 and 633. Section 633 is at any rate not applicable for our purpose. Section 186, as it stood before the amendment, authorised the court to convene a meeting other than an annual general meeting. That authorisation itself is only in favour of the company court and not the civil court. Even that section has been amended in 1974 and instead of court the Company Law Board was substituted.
15. In the decision in R. Rangachari v. S. Suppiah [1975] 45 Comp Cas 641 (SC), even though the Madras High Court took the view that the court could appoint a chairman for the meeting, the Supreme Court said that it could not. It was also pointed out by the Supreme Court that after the amendment, the jurisdiction is only with the Company Law Board. In the decision in Coal Marketing Co. of India P. Ltd., In re [1967] 37 Comp Cas 720, the Calcutta High Court expressed the view that the courts have no power to call, hold, conduct or control annual general meetings.
16. Learned counsel for the respondents relied on rule 9 of the Companies (Court) Rules and Section 151 of the Code of Civil Procedure to argue that even in the absence of a specific provision, inherent powers are there. Inherent powers saved under rule 9 of the Companies (Court) Rules are only in favour of the company courts. What that rule says is that nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the court to give such directions or pass such orders as may be necessary for the ends of justice or to prevent abuse of the process of the court. Exactly those are the powers saved under Section 151 of the Code in favour of civil courts. Inherent powers cannot be invoked when express provisions are there. In the Companies Act, there are express provisions for reliefs and the authorities are also provided. Section 167 authorises the Central Government for convening meetings in certain contingencies and Section 186 authorises the Company Law Board. Under the proviso to Section 166, the Registrar is also given power to extend time under certain contingencies. Under such circumstances, it may not be proper to contend that the meetings could be convened by the civil court in exercise of the inherent powers. In Nungambakkam Dhanarakshaka Saswatha Nidhi Ltd. v. Registrar of Companies [1972] 42 Comp Cas 632,the Madras High Court said that the inherent power of the court cannot be invoked where express provision is made for relief by conferring power upon other authorities. In these circumstances, the learned District Judge was not correct in ordering to hold the fifth annual general meeting through a commissioner appointed by that court.
17. Learned counsel for the respondents argued that if the next annual general meeting is ordered to be held without invalidating the fifth annual general meeting, it may cause serious prejudice to his clients. In that connection, it has to be remembered that nothing prevented the second respondent from participating in that meeting. Learned counsel for the revision petitioners told me that even if respondents Nos. 2 to 4 participated in that meeting, the decision would not have been otherwise. In support of that argument, it was pointed out that only 11 shareholders participated in that meeting and the decision to remove the second respondent was unanimous. So also I was told that the other decisions were taken by a majority of 9 : 2 and that even if respondents Nos. 2 to 4 participated and voted, the difference at the maximum would have been only 9:5. I do not think that those are matters to be considered at this stage.
18. The fourth annual general meeting was held on October 12, 1985, and the fifth annual general meeting was held on September 4, 1986. Subject to the final decision regarding the validity of the fifth annual general meeting held on September 4, 1986, it is almost time for convening the (next) sixth annual general meeting. Especially, in view of the provisions contained in Section 166 of the Companies Act and the penalties provided under Section 168, it is necessary that the next meeting will have to be convened. I am giving a direction for the convening of the sixth annual general meeting without prejudice to the right of the parties to challenge the validity of the fifth annual general meeting and the decisions taken therein.
19. The civil revision petitions are partly allowed and the judgment of the learned District Judge directing holding of the fifth annual general meeting by appointment of a commissioner is hereby cancelled. Instead, there will be a direction to the board of directors elected on September 4, 1986, to take necessary steps and hold the sixth annual general meeting of the company on September 30, 1987. As earlier stated, this will be without prejudice to the challenge directed against the fifth annual general meeting held on September 4, 1986, and the decisions taken thereon which will be considered on merits by the trial court while deciding the suit finally. For the meeting to be held on September 30, 1987, notice shall be issued to respondents Nos. 3 and 4 also. They will also be entitled to participate and vote. This also will be subject to the final decision and without prejudice to the contentions on either side. Parties are directed to suffer costs.