Judgment 1. THE respondents instituted a suit in this Court being Suit No. 2291 of 1969 for a declaration that the respondent No. 1 was at all material times and still is the Managing director of the respondent No. 2, a perpetual injunction restraining the appellants, their servants and agents, from interfering with the first respondent's function as Managing Director and or intermeddling with the affairs of the first respondent's function as such Managing Director. A declaration that the appellants Nos. 2 and 3 have never been validly elected Directors of the second respondent or alternatively they have vacated their office and or ceased to be Directors of the second respondent, an injunction restraining the first and the second appellants from usurping the functions as Directors of the second respondent and for other reliefs. 2. THE second respondent is a private company incorporated under the Indian Companies Act 1913. Its objects are to carry on the business of carpentry, body-building of motor trucks and buses and other similar works. It is hereafter referred to as the company. Its Articles provide inter alia that the number of Directors shall not be less than two and more than seven, that four persons namely James Chow Wak'n (respondent No 1), John Chow Wachund (appellant No 3 and two other persons namely Chau Wa-Foon and Chau Wa- Hon shall be the first Directors of the company and shall hold office till they desire to do so, that the Directors may co-opt one or more Directors but not exceeding two as additional directors for such terms and conditions as they think fit, that the Directors shall appoint one of them to the office of the Managing Director on such terms and conditions as they think fit, and various other matters, to wh'ch it is not necessary to refer for the purpose of this appeal. According to the case made out in the plaint the first respondent, the third appellant and the said Chau Wa-Foon and Chau Wa-Hon were the Directors of the company prior to 1964. In December 1964, the said Chau Wa-Foon and Chau Wa-Hon together with another person migrated to Canada. Prior to their departure for Canada, they resigned the directorship of the Company, and entered into an agreement with the respondent No. 1 for sale of their shares of the Company. In December 1964, the said Chau Wa-Foon and Chau Wa-Hon together with another person migrated to Canada. Prior to their departure for Canada, they resigned the directorship of the Company, and entered into an agreement with the respondent No. 1 for sale of their shares of the Company. On June 21, 1965, the Board of directors of the Company appointed the first and the second appellants as Directors of the Company, to fill up the vacancies caused by the resignation of the said two Directors. Since then the first and the second appellants have been acting as Directors of the Company. 3. DISPUTES and differences arose between the appellants and the respondent no. 1 and such disputes ultimately led to the institution of the suit mentioned above. An Annual General Meeting of the Company was held according to the appellants on June 26, 1969. This Annual General Meeting was followed by a notice dated August 7, 1969, for a Board meeting and this notice was issued by the appellant No. 1. I should note at this stage that the appellants Nos. 1 and 2 are the sons of the appellant No. 3 who is the brother of the respondent No. 1. The respondent No. 1 objected to the Board meeting called for August 9, 1969, but he was informed by a letter that the Board meeting was duly held, and copies of the resolutions passed at the Board meeting were forwarded to the respondent No. 1. By the resolutions claimed to have been passed the power of the appellant No. 3 and the respondent no. 1 to operate the Bank account of the company was taken away, and it was provided that any two Directors off the Company would be entitled to operate the Company's Bank account, The respondent No. 1 was directed to hand over all cheque books, pass-books and other connected papers and documents relating to the Company's Bank account. 1 to operate the Bank account of the company was taken away, and it was provided that any two Directors off the Company would be entitled to operate the Company's Bank account, The respondent No. 1 was directed to hand over all cheque books, pass-books and other connected papers and documents relating to the Company's Bank account. By another resolution claimed to have been passed at the Board meeting held on August 9, 1960, the power conferred upon the first respondent as Managing Director of the Company on January 1, 1946, with regard to borrowing of money, investment of the company's funds and appointment of employees were withdrawn and it was provided that the powers exercised by the respondent No. 1 as Managing Director was to be exercised subject to the approval of the Board of Directors of the company. By another Board resolution dated August 19, 1969, passed by circulation. authority was given to any two of the appellants to operate the Bank account of the company jointly, and also to do all acts necessary for the purpose of management of the affairs of the company. Needless to say the first respondent objected to the resolution passed by circulation. It was this resolution which was the immediate cause of the rupture between the parties, and which ultimately culminated in the su. 't. An application was made for var ous injunctions and the trial court on January 9 and 13, 1970 made an order in terms of prayers (b), (c), (d) and (e) of the petition. I set out below these prayers : " (b ). An injunction do issue restraining the defendants Nos. 1 and 2 from holding themselves out or functioning as Directors of the plaintiff petitioner No. 2 and from interfering in the management of the affairs thereof; (c) Injunction do issue restraining the defendants and their servants and agents from giving effect or any further effect to the said board resolution dated Aug. 7, 1969, a circular resolution dated Aug. 1 and 2 from holding themselves out or functioning as Directors of the plaintiff petitioner No. 2 and from interfering in the management of the affairs thereof; (c) Injunction do issue restraining the defendants and their servants and agents from giving effect or any further effect to the said board resolution dated Aug. 7, 1969, a circular resolution dated Aug. 19, 1969, copies whereof are included in Annexure "a" hereto; (d) Injunction restraining the defendants and their servants and agents from holding any Board meeting of the plaintiff's petitioner No. 2 convened on August 26, 1969, by the notice dated August 23, 1969, or from giving any effect to the said notice dated August 23, 1969 or holding any meeting in pursuance thereof or giving any effect to any such meeting or any adjournment thereof; (e) Injunction restraining the defendants from giving any effect to the resolution passed at the Board meeting of August 26, 1969 or any adjournment thereof. 4. THIS appeal is directed against the above order. Various points were canvassed before us by Mr. Sankar Ghose counsel for the appellants and Mr. Somnath Chatterjee for the respondents on the question whether the first and the second appellants were Directors of the company at the material time. Mr. Ghose argued that the first and the second appellants were appointed Directors under Article 20 of the Articles of the Company, to fill up the vacancies caused by the resignation of two of the permanent Directors, a. nd that since the first and the second appellants were appointed in the place of the permanent Directors, there was no question of their retirements or vacating the office of Directors. He next argued that even if the said two appellants were due to retire, they should be deemed to have been reappointed by virtue of Regulation 82 of table 'a' of the Indian Companies Act 1913, which was adopted by the company. This Regulation, it was next argued was saved by Section 645 of the Companies Act 1956. According to Mr. Ghose the Annual General Meetings for the year ended Dec. 31, 1965, was duly held on June 25, 1966. If the said two appellants vacated the office at the Annual General Meeting, Mr. This Regulation, it was next argued was saved by Section 645 of the Companies Act 1956. According to Mr. Ghose the Annual General Meetings for the year ended Dec. 31, 1965, was duly held on June 25, 1966. If the said two appellants vacated the office at the Annual General Meeting, Mr. Ghose argued, they should be deemed to have been appointed Directors at the Annual General Meeting, as the vacancy caused by their vacating the office of Directors was not filled up. According to the appellant the subsequent Annual general Meetings for the years ending December 31, 1966, December 31, 1967 and December 31, 1968 were only held on June 21, 1967, June 25, 1968, sad June 25, 1969 respectively According to Mr. Ghose again, the respondent No. 1 duly attended all these meetings signed the balance-sheets and the profit and loss account, the annual returns and the notices convening the Annual General Meetings. He further argued that no question was raised by the respondent No. 1 to the appellant acting as Directors from June 21, 1965, or at any rate from June 25, 1966,on which date according to the respondents the first and the second appellants vacated their office as Directors. Mr. Ghose also argued that not only no questions were raised about the validity or the legality of their acting as Directors, the respondent No. 1 attended all the Board meetings which were attended by the first and the second appellants, and agreed to their acting as Directors of the Company. Mr. Chatterjee on the other hand, contended that Regulation 82 had no application in this case because that Regulation did not apply to additional Directors but only to retiring Directors. The next contention of Mr. Chatterjee was that under the first proviso to Section 260 of the 1956 Act, Additional Directors held office only up to the date of the next Annual general Meeting, and this provision regarding retirement of Additional Directors must prevail over Regulation 82, even though that Regulation was adopted by the company. He argued that by virtue of Section 9 (a) of the 1956 Act, the provision in Regulation 82 cannot prevail over the provision in the first proviso to Section 260. 5. THE next contention of Mr. He argued that by virtue of Section 9 (a) of the 1956 Act, the provision in Regulation 82 cannot prevail over the provision in the first proviso to Section 260. 5. THE next contention of Mr. Chatterjee was that even if Regulation 82 was treated to be part of the Articles of the company, inspite of the conflict between this Regulation and the first proviso to Section 260 of the 1956 Act, the first and the second appellants could not be deemed to have been elected by virtue of Regulation 82, because that Regulation contemplated a meeting at which an election of Directors ought to take place. The Annual General Meetings of the company, mr. Chatterjee argued, even assuming they were duly held, were not meetings at which an election of Directors ought to take place, because all the Directors of the company under its Articles were permanent Directors, and there was no provision in the Art, for retirement of Directors and re-appointment and election or reelection of Directors at the Annual General Meeting. Therefore it was argued that even under Regulation 82 the appellants could not be deemed to have been re-elected. Therefore, according to Mr. Chatterjee, the first and second appellants who were appointed Directors on June 21, 1965, retired at the Annual General Meeting alleged to have been held on June 25, 1966 and since they were not re-elected and since there was no provision for reelection of a retiring director in the Articles of the company, the first and the second appellants had ceased to be Directors, and ought not to be allowed to act as such any further. It was next argued by Mr. Chatterjee that no effect should be given to the Board resolution dated August 9, 1969, August 19, 1969 and August 26, 1969, since the first and second appellants were not Directors of the company and there could be no quorum at those meetings, since the appellant No. 1 did not attend these meetings. 6. THE next contention of mr. Chatterjee was that Section 645 of the 1956 Act did not have the effect of saving Regulation 82 of Table 'a' of the 1913 Act. 6. THE next contention of mr. Chatterjee was that Section 645 of the 1956 Act did not have the effect of saving Regulation 82 of Table 'a' of the 1913 Act. He argued that the term Regulation in Section 645 could not be equated with the Articles of Association of a company, firstly because "articles" had been defined by Section 2 (2) of the 1956 Act, to mean Articles of Association of the Company as originally framed, and secondly because in the 1956 Act, whenever provision had been sought to be made with regard to the Articles of a company, they had been referred to as such, and not as Regulation. Mr. Ghose on the other hand contended firstly that Section 26 of the new Act made it clear that Articles of Association of a company were nothing else but the Regulation of the company. Secondly he argued that the definition of "articles" in Section 2 (2) of the new Act; included the Regulations in Table 'a" of the 1913 Act; and therefore he submitted that the saving provided by Section 645 of the 1956 Act, covered the Articles of Association of the company in this case since the Articles included Regulation 82 of the 1913 Act. The next contention of Mr. Ghose was that by virtue of Section 290 of the 1958 Act, the Resolutions of the Board, could not be treated to be invalid, even if it was held that the first and the second appellants had ceased to be Directors of the company or had vacated the office of a Director at the end of 1966. Mr. Chatterjee on the other hand contended that Section 290 of the 1956 Act applied only to cases of defective appointment of Directors, and not to cases where a Director had ceased to be a Director or had vacated the office of a Director by operation of law. In other words, it was argued that Section 290 provided validity to the acts of Directors only in those cases, where their appointment was discovered later on to be invalid. 7. In other words, it was argued that Section 290 provided validity to the acts of Directors only in those cases, where their appointment was discovered later on to be invalid. 7. IN support of the rival contentions on the question whether the first and the second appellants ceased to be Directors of the company or vacated the office of Directors, and also on the question whether they continued and still continue to be directors of the company firstly because they were appointed to fill up the vacancy caused by resignation of permanent Directors, and secondly because even assuming they vacated the office of Directors, they should be deemed to have been re-elected, reliance was placed on various decisions by counsel for the parties to which I shall refer later in the judgment. 8. IN so far as this is an application for an injunction restraining the first and the second appellants from acting as Directors, and from giving effect to certain Board Resolution, in an interlocutory proceeding, certain considerations must be borne in mind. One such consideration is that the applicant's case must be so clear, manifest and free from doubt as to entitle him to an injunction on an interlocutory application. In other words, an interlocutory injunction restraining a party from doing certain acts should be issued in a. case where on the grounds on wich the claim is based, the right to suck an injunction would be beyond any doubt altogether. In a case such as this, where the appointment of the Directors has not been disputed, but they are sought to be restrained by an. injunction on grounds which we cannot; by any means say to be free from doubt, other questions should be taken into consideration by the Court. The contentions advanced by counsel for the parties based on the interpretation of the various sections of the 1956 Act and the Regulation in Table 'a' of the 1913 Act, make it abundantly clear that the respondents claim for injunction is far from clear and certainly by no means far from doubt. 9. ONE of the questions to be taken into consideration in such a case is the balance of convenience or inconvenience. So far as that matter is concerned it seems to us that the position of the parties in this case is equally balanced. 9. ONE of the questions to be taken into consideration in such a case is the balance of convenience or inconvenience. So far as that matter is concerned it seems to us that the position of the parties in this case is equally balanced. While refusal to grant an injunction, if it is ultimately found at the trial of the suit, that the respondents are entitled to such an injunction, may have serious consequences so far as the company's affairs are concerned; the grant of an injunction restraining the first and the second appellants from acting as directors, if it is similarly found at the trial of the suit that they are entitled to act as such directors, would equally have serious consequences for the company, apart from the question of depriving persons, who are lawfully entitled to hold the office of Directors and as such to direct, control and conduct the affairs of the company, of their right to act as such. This position leads us to take into account certain other consideration namely delay, acquiescence and conduct of the parties and I now turn to deal with these questions. 10. TURNING to the question of delay it is to be noticed that the Board resolution, by which the first and the second appellants were appointed directors, was passed on June 21, 1965. The respondent's case is that no Annual General Meetings have been held since 1964, and therefore on the basis of the case made out by the respondents, the first and the second appellants should have retired on, or ceased to be directors of the company from, the date on which the next Annual General Meeting should have been held and that must be within December 31, 1966. Therefore according to the respondents the first and the second appellants should not have acted as Directors of the company from January 1, 1967. The first respondent apparently not only did not take any steps to prevent the first and the second appellants from acting as directors, but actively co-operated with them in conducting the affairs of the company and from January 1967 until the institution of the suit on August 26, 1969, the respondents on their own admission allowed the first and the second appellants to act as directors of the company. Thus for more than two and a half years the respondents never thought of preventing an illegality, from being committed in the management of the company's affairs There was no protest from either of the respondents against the first and the second appellants' acting as directors of the company, although from what has been contended on their behalf now, they ceased to be directors as early as december 31, 1966. It is therefore clear to us that the net effect of the contention on behalf of the respondents is that what was legal for more than two and a half years, have now become illegal because the appellants have withdrawn the authority of the respondent no. 1 to operate the bank accounts of the company and also various other powers he enjoyed as managing director. It was contended by counsel for the respondents that an illegal act does not cease to be so, merely by lapse of time. That certainly is so, but the question is if in a case in which the illegality is debatable and not free from doubt, the court would assist a party who for over two and a half years have stood by, and allowed such an illegality to be committed with his full knowledge, concurrence and support. The delay of more than two and a half years, in a case such as this, where one director is seeking to restrain other directors from acting as such, to our mind, seems to be fatal. During all this time the respondent No. 1 as the Managing Director of the company, has allowed the first and the second appellants to act as such directors, attended Board meetings which were also attended by the appellants, and put his signatures to notices and resolutions of the Board of Directors, without a murmur of protest or resentment. Can he be allowed to ask for relief by an order of injunction as prayed, after all that he has allowed to take place for a long period of two and a half years ? I do not think so. The respondent's right to relief would depend not only on a prima facie case being made out by them, but they must also satisfy the Court that the grounds for an order for injunction are so clear and free from doubt that they are entitled to the order for injunction in interlocutory proceedings. I do not think so. The respondent's right to relief would depend not only on a prima facie case being made out by them, but they must also satisfy the Court that the grounds for an order for injunction are so clear and free from doubt that they are entitled to the order for injunction in interlocutory proceedings. 11. ON the question of delay Mr. Ghose firsttly relied on (1) Isaacson v. Thompson, 41 LJ Ch. 101 in which it was held that it was one of the most wholesome rules that a person who came for the extraordinary relief of an injunction should come speedily. In that case there was delay of about one year in applying for an injunction restraining the defendant from carrying on business in a name which was similar to the name of the plaintiff. The application for injunction was rejected. 12. RELIANCE was next placed by Mr. Ghose on this question on (2) The Mogul Steamship Co. v. M'gregore Gow and Co. 15 QBD 476 in which an injunction was applied for against a consideration of ship-owners restraining them from continuing their trade of carrying goods by sea. One of the grounds on which the injunction was refused was delay of a period of six years. In dealing with the question of acquiescence and conduct of the parties the first matter to be referred to is the minutes of the Annual General Meetings. These minutes are to be found at pp. 351 to 363 of the Paper Book. They relate to the meetings held on June 15, 1965, June 26, 1966, June 21, 1967, June 25, 1968 and June 26, 1969. each one of these minutes bear the signatures of the respondent no. 1 as the Chairman of the meeting, and the appellant No. 1 as the Secretary. The balance-sheets which were approved at these meetings were also signed by the respondent No, 1 as the Managing Director. The respondents' case is that the meetings were never held. In paragraph 15 (a) of the petition it is stated that a fresh minute book of the company containing minutes of the Board Meetings, and also of the General Meetings of the company were written out by the appellants, in collusion and conspiracy with each other. The respondents' case is that the meetings were never held. In paragraph 15 (a) of the petition it is stated that a fresh minute book of the company containing minutes of the Board Meetings, and also of the General Meetings of the company were written out by the appellants, in collusion and conspiracy with each other. It is also stated that Minute Books were not regularly maintained, and the respondent No. 1 in good faith, and on the basis of confidence reposed in the appellants, signed the papers, balance-sheets and other documents placed before him for his signatures. The explanation of the respondent No. 1 with regard to his signatures in the Minute Books is the same namely that he signed them in good faith without realising the purpose and consequences thereof. This indeed seems extremely strange to us and we find it difficult to accept the explanation offered on behalf of the respondent No. 1 regarding his signatures in the Minute Books, notices and balance-sheets. It is difficult to beliewe that a person who was the Managing Director of a well-established company, was operating the company's bank accounts, and making payments to creditors, did not realise the purpose of his signing the various documents mentioned above. The Annual Returns must have been duly filed with the Registrar, Joint Stock Companies and we were told that they also bear the signature of the respondent No. 1 Quite plainly the respondent No. 1 by filing the annual returns conveyed to the Registrar, Joint Stock Companies that the Annual General Meetings of the company were duly held, which accordting to him were not held at all. 13. THEN again the respondent No. 1 has signed the Director's Report and the annual accounts from about the year 1957 up to December 31, 1968. He never raised any question as to why he should sign the Director's report to the share-holders, and also the balancesheets if no General Meeting was to be held for the purpose of adopting and passing the accounts. The Board meetings were attended by the first and the second appellants as also the respondent No. 1 as late as April 16, 1969. The Board meeting was attended by the respondent No. 1 and also the first and the second appellants. The Board meetings were attended by the first and the second appellants as also the respondent No. 1 as late as April 16, 1969. The Board meeting was attended by the respondent No. 1 and also the first and the second appellants. At this meeting the Directors considered the accounts for the year ended December 31, 1968, and the pro-forma final accounts were approved by the Board, after taking notice of a discrepancy in Rs. 254. 85. The meeting also approved of the Directors' Report and fixed the date of the Annual General Meeting of the company for June 26, 1969. Thereafter the draft notice for the Annual General Meeting was approved and the Secretary was authorised to issue the same. The respondent No. 1 was the Chairman of this meeting and signed the minutes as such. There could be no better evidence of acquiescence on the part of the respondent No. 1 to the first and the second appellants' continuing to act as Directors till 1969. In the face of all this mass of documentary evidence, showing that the respondent No. 1 allowed the first and the second appellants to act as Directors of the company, and co-operated with them in acting as such Directors, the respondents wish to contend that the first and the second appellants had ceased to be Directors at the end of 1966 and no effect should be given to whatever they have done as such Directors, including several resolutions of the Board of Directors. In our opinion, in view of this clear evidence of acquiescence the respondents are disentitled to the injunction prayed for by them. If the case of the respondent No. 1 is to be accepted namely that Annual General Meetings were not held and balance-sheets were not duly adopted, approved and passed, there is no escape from the conclusion that false representations were deliberately made by him in filing the Annual Returns and the balance-sheets with the Registrar of the Joint Stock Companies, to whom it was represented, that the Annual General Meetings were duly held and the balance-sheets adopted and approved. We have no hesitation in saying that this Court should not render any assistance by issuing injunction in favour of a party, who on his own showing has deliberately made false representations with regard to mandatory statutory requirements of the Companies Act 1956. 14. We have no hesitation in saying that this Court should not render any assistance by issuing injunction in favour of a party, who on his own showing has deliberately made false representations with regard to mandatory statutory requirements of the Companies Act 1956. 14. IN the case of an illegality arising out of clear and manifest violation of statutory provisions, the Court has the power, and indeed it is the duty of the court to restrain a person from acting as a Director of a company, and in such cases delay, acquiescence, balance of convenience and waiver would be no bar to the issue of an injunction. As for instance where the Articles require a Director to have a specified share qualification, and he does not hold the specified number of shares or even if he held the specified number of shares at one stage, he ceases to hold the same at a later stage, the Court should forthwith restrain such a person from acting as Director of the company. In such a case there would be a clear violation of Section 270 of the 1956 Act. A similar case of clear and manifest violation of statutory provision would be a case where a person who is an undischarged insolvent or who has been convicted by a Court of an offence involving moral turpitude has been appointed a Director of the company in violation of Section 274 of the 1956 Act. In such cases injunctions should be issued by the Court, the bar of delay, acquiescence, waiver and balance of convenience notwithstanding. But in the facts of this case, and in particular having regard to the Articles of the company and the provisions in Regulation 82 of Table 'a' of the 1913 Act, it can by no means be said that there is a (Clear, manifest and unquestionable illegality arising out of violation of statutory provisions. Consideration of the question of delay, acquiescence and conduct becomes necessary in this case, as it is by no means clear and manifest whether the first and the second appellants have ceased to be Directors of the company or have vacated the office of Director having regard to the terms of Section 260 of the 1956 Act. Consideration of the question of delay, acquiescence and conduct becomes necessary in this case, as it is by no means clear and manifest whether the first and the second appellants have ceased to be Directors of the company or have vacated the office of Director having regard to the terms of Section 260 of the 1956 Act. In support of the contentions that injunction ought not to be issued in interlocutory proceeding in a case such as this, on the ground of acquiescence, delay and conduct of the parties Mr. Ghose relied upon Halsbury 3rd. Ed. Volume 21 p. 360 Article 754, p. 364 Art. 763, p. 366 Art. 766, p. 367 Art. 767, p. 368 Arts. 771 and 72. Reliance was also placed on Woodroffe's Law Relating to Injunctions 6th Ed. p. 127. 15. IT is also to be borne in mind that in certain matters in this case the facts are seriously disputed by the parties. While the respondents contend that no Annual General Meetings of the company had been held since 1964, the appellants on the other hand contend that the Annual General Meetings of the company have been duly and regularly held up to the year ending December 31, 1968. Such disputes cannot and ought not to be adjudicated upon in summary proceedings on the evidence contained in affidavits, particularly when a suit is pending between the parties, who will have the opportunity of adducing evidence in support of their rival contentions. The question whether the Annual General Meetings were actually held is of importance in this appeal, as it was contended by counsel for the appellants that under the first proviso to Section 260 of the 1956 Act Additional Directors hold office up to the date of the next Annual general Meeting and therefore if the respondents' case is true namely that no Annual General Meetings have in fact been held, the first and the second appellants do not retire. Counsel for the respondents, however, had contended that even if the Annual General Meeting had not been held, when it was due to be held, the first and the second appellants retired on the last day when the Annual General Meeting should have been held. Counsel for the respondents, however, had contended that even if the Annual General Meeting had not been held, when it was due to be held, the first and the second appellants retired on the last day when the Annual General Meeting should have been held. For these reasons an adjudication on the question whether the Annual General Meetings were in fact held is imperative, and such adjudication in our view, cannot be made on affidavits in an interlocutory proceeding, but should be left to be decided in the suit. 16. IN support of the contention that an interlocutory injunction restraining a director from acting should not be issued to pre-judge an issue in the suit itself, Mr. Ghose relied on a passage in Palmer's Company Law 21st ed. p. 545. It seems to us that the contention on behalf of the appellants that in the facts of this case and having regard to the delay on the part of the respondents in seeking relief, their acquiescence in the appellants' continuing to act as Directors, and their conduct in allowing the appellants to act as Directors and in filing the Annual Returns, signing Balance-sheets, notices of meetings and Directors' Reports no injunction should be issued, is well founded. We are of the opinion that in the interlocutory proceedings, out of which this appeal arises, having regard to the facts in this case, no injunction should have been issued by the Trial Court. On the question of acquiescence reliance was placed by Mr. Ghose on a Bench decision of this Court reported im (3) 72 CWN 872. The question of issue of injunction was not the subjectmatter of that appeal but a similar question was raised namely stay of winding up proceedings. My learned brother who was a member of that Bench held that conduct showing acquiescence would bar a petitioner's right to proceed with a petition for winding up on just and equitable grounds. I respectfully agree with the views expressed by my learned brother im that case. 17. My learned brother who was a member of that Bench held that conduct showing acquiescence would bar a petitioner's right to proceed with a petition for winding up on just and equitable grounds. I respectfully agree with the views expressed by my learned brother im that case. 17. IN view of the conclusion to which we have arrived, it is not necessary for us to express any opinion on the question whether the first and the second appellants vacated the office of Directors of the company or ceased to be such Directors or whether they continued to ba Directors and should be deemed to have been re-elected, even if they vacated office. We accordingly refrained from expressing any opinion on those questions and leave them to be adjudicated upon in the suit. Similarly we express no opinion regarding the validity of the impugned resolutions of the Board of Directors under Section 290 of the Companies Act 1956. ( 18. ) I should, however, mention the various decisions on which counsel for the parties relied. Besides the decisions already mentioned in this judgment, Mr. Ghose relied on the decisions reported in AIR (1931) Rang. 139, (1966) 2 Comp. LJ 208, AIR (1928) Cal. 868, ILR 1940 (1) Cal. 560, AIR (1960) Punj. 655, AIR (1961) SC 573, AIR (1961) SC 29, 38 Comp. Cases 606, AIR (1960) Bom. 312, AIR (1961) M. P. 340, (1948) 1 Ch. 145, AIR (1960) Bam. 167, AIR (1928) Cal. 868, (1917) 1 KB 486, AIR (1951) All 746. Mr. Chatterjee relied on the decisions reported in : (1914) 1 Ch. 883, AIR (1960) Bom. 312 AIR (1953) Mad. 467, 65 CWN 68, (1946) AC 459, AIR (1958) Bom. 209, AIR (1961) SC 29, 1946 AC 459, 24 CWN 1032, AIR (1959) Cal. 715, AIR (1968) SC 838, (1963) 1 Mad. LJ 395, (1911) 1 Ch. 73, ILR 19 Mad. 200, 69 CWN 369, judgment of K. L. Ray J. dated 25. 5. 68 in Suit No. 1272 of 1966 Hari S. Goenka v. Coal Products (P) Ltd. and anr. ( 19. ) IN the result and for the reasons mentioned above this appeal is allowed. The judgment and order of the court below are set aside. The application is rejected. Costs of this appeal and of the Court below to abide by the result of the suit. --- *** ---