JUDGMENT The judgment of the Court was as follows : In this motion the plaintiffs have applied for (a) injunction restraining the defendants and each of them, their servants, agents and/or assigns from giving any or any further effect to or acting upon the impugned notice of meeting dated June 20, 1972, being Annexure C' to the petition or holding any meeting in terms thereof ; (b) injunction restraining the defendants and each of them from holding any Board meeting of the defendant No.5 without notice to the petitioner Nos.3 and 4 ; (c) injunction restraining the defendants and each of them, their servants, agents and/or assigns from interfering with the rights of the petitioner Nos.3 and 4 to participate in the management, administration and Board meetings of the defendant No.5; (d) a Receiver or Special Officer be appointed with power and direction to take possession of the Minute Books of the Board meetings of the defendant No.5 and the attendance register of the Directors thereof and to initial the same; and (e) ad interim order in terms of prayers (a), (b), (c) and/or (d) above. 2. On June 28, 1972, the petitioners obtained an ex parte ad interim order from R. M. Datta, J. as hereunder :There will be an ad interim order of injunction restraining the defendants and each of them, their servants, agents and assigns from giving effect to the resolution that might be passed in the meeting to be held pursuant to the notice dated 20th June, 1972, till disposal of this application. Returnable Tuesday next irrespective of filing or affidavit of service. Mr. K. S. Roy, Advocate, is appointment Special Officer with power and direction to initial the Minute Book of the Board meetings of the defendant No.5 and the Attendance Register of the Directors thereof in respect of the meeting held on 17th February, 1972. The Special Officer is to act on the signed copy of the minute. Special Officer's remuneration is fixed at 20 G. Ms. to be paid by the petitioner in the first instance. 3. The matter came up for final hearing before me and was very much contested on behalf of the defendant Nos.1, 2 and 5. 4. The Special Officer is to act on the signed copy of the minute. Special Officer's remuneration is fixed at 20 G. Ms. to be paid by the petitioner in the first instance. 3. The matter came up for final hearing before me and was very much contested on behalf of the defendant Nos.1, 2 and 5. 4. The facts of this case are shortly as follows :- On or about April 25, 1964, the defendant No.5 Meenaxi wire Industries (Assam) Ltd. (hereinafter referred to as the said company) was incorporated as a public company limited by shares, having its registered office at 14/1B, Ezra Street in the town of Calcutta within the jurisdiction of this Court. The objects for which the said company was established are, inter alia, to carryon the business as manufacturers of and dealers in all kinds of wires, conductors, cables, flexibles and lines using copper, aluminium, brass, tin, zinc, lead, steel and/or other materials. 5. The nominal and/or authorised capital of the company is Rs. 15,00,000 divided into 1,00,000 ordinary shares of Rs. 10 each and 5.000 Preference shares of Rs. 100 each. The subscribed share capital of the company is Rs. 11,00,330 divided into 80,000 Equity shares of Rs. 10 each and 3,000 Preference shares of Rs. 100 each. Besides different individuals the Assam Industrial Development Corporation and the Assam Financial Corporation are also the share-holders of in the said company having one nominee each, represented in the Board of Directors. 6. Prior to December 15, 1971, the Board of Directors of the said company consisted of the plaintiff No.1, Atma Ram Kanoria and the plaintiff No.2, Dina Nath Khemka (hereinafter referred to as Kanoria group) and the defendant No.1, Mahabir Prasad Bagrodia and the defendant No.2, Santosh Kumar Bagrodia (hereinafter referred to as Bagrodia group) and the -defendant No.3, P. C. Borooah and the defendant No.4, Mohamand Das, who were and are the nominees of the Assam Industrial Development Corporation and Assam Financial Corporation respectively. There was also another Director, namely, one Laxmi niwas Jhunjhunwala of No.M-104, Greater Kailash, New Delhi. Therefore, the admitted position was that prior to December 15, 1971, the Board of Directors consisted of seven Directors: two Directors of the Kanoria group and two Directors of the Bagrodia group and another Director was Laxmi Niwas Jhunjhunwala and two Directors were representatives of Assam Industrial Development Corporation and Assam Financial Corporation. Therefore, the admitted position was that prior to December 15, 1971, the Board of Directors consisted of seven Directors: two Directors of the Kanoria group and two Directors of the Bagrodia group and another Director was Laxmi Niwas Jhunjhunwala and two Directors were representatives of Assam Industrial Development Corporation and Assam Financial Corporation. 7. The defendant Nos.3 and 4 are not appearing before me in this application and have not filed any affidavit. 8. On December 15, 1971, a letter of resignation was sent by Laxmi Niwas Jhunjhunwala to the Chairman of the Board of Directors of the said company. The letter is as follows: 129 15.12.1971 The Chairman of the Board of Directors, Meenaxi Wire Industries (Assam) Ltd., 14/1B Ezra Street, Calcutta. Dear Sir, I have hardly been able to attend any meeting since my acceptance of the Directorship of your company. I have also shifted to New Delhi since last few months and it will not be convenient for me to come all the way to Calcutta to attend Board Meetings. I, therefore, submit my resignation from the Board. I will be obliged for your kindly accepting the same at your earliest convenience. Yours truly, Sd. L. N. Jhunjhunwala 9. Thereafter on February 10, 1972, the defendant No.2 Santosh Kumar Bagrodia, who is the Managing Director of the company, issued a notice to the effect that a meeting of the Board of Directors would be held at the head office of the company at Premises No. 14/1B Ezra Street, Calcutta, on February 17, 1972. The agenda of the proposed meeting included transaction of several business which was set out in the annexures to the petition. The agenda included, inter alia, several items relating to the transitions of business of the said company mentioned in the notice dated February 10, 1972. These items were 12 in number. Two of the items were (i) to consider the resignation of L. N. Jhunjhunwala from the Board and to fill in the vacancy, if necessary, and (ii) to appoint an additional Director. The other items were important items e. g. items relating to the business of the company about special loan and re-opening of the factory, to consider the position of loan application and participation by the Government in share capital to consider increase in authorised capital and calling of an Extra-ordinary General Meeting and certain other matters mentioned in the "notice. The other items were important items e. g. items relating to the business of the company about special loan and re-opening of the factory, to consider the position of loan application and participation by the Government in share capital to consider increase in authorised capital and calling of an Extra-ordinary General Meeting and certain other matters mentioned in the "notice. 10. The petitioner's case is that on February 17, 1972, the meeting of the Board of Directors was held in which only the plaintiff No.1 Atma Ram Kanoria and the plaintiff No.2 D. N. Khemka, that is, the Kanoria group of Directors were present. The minutes of the meeting which is annex. 'B' to the petition is set out hereunder: Minutes of the proceedings of the meeting of the Board of Directors of Meenaxi Wire Industries (Assam) Ltd. held at its Head Office at 14/1B. Ezra Street, Calcutta, on Thursday the 17th February, 1972, at 10 a.m. Present : 1. Shri A. R. Kanoria 2. Shri D. N. Khemka Shri D. N. Khemka was voted to the Chair. The minute book of the board meeting was not made available to the Board. The Directors present requested Mr. B. P. Agarwal, one of the senior-most assistant of the company to bring the minute book of the Board meetings and also the attendance register, Mr. B. P. Agarwal refused to bring the minute book and thus deprived the Board to deliberate on it. It was only after great pursuation that the attendance register was brought by him for Directors' signatures. It was informed that the minute book was in personal custody of Sri S. K. Bagrodia.Sri S. K. Bagrodia and Sri M. P. Bagrodia were present in the premises but refused to take part in the meeting. 11. The Agenda for the meeting was taken up. The Directors decided to postpone consideration of all items for the next meeting except hems No.2, 8 and 10 at this meeting as necessary papers and documents were not made available. Re: Item No.2, it was discussed and Resolved that the resignation of Shri L. N. Jhunjhunwala whose resignation had been effective with effect from 15th December, 1971, in pursuance of his resignation letter dated 15th December, 1971, from the office of the Directorship of the Company be and is hereby confirmed. The Board placed on record the appreciation of his services rendered to the Company. The Board placed on record the appreciation of his services rendered to the Company. It was further resolved that Shri B. P. Himatsingka be and is hereby appointed as a Director of the Company in place of the vacancy caused• on resignation of Shri L. N. Jhunjhunwala. Re: Item No.8, it was discussed and Resolved that in the interest of the Company it is not advisable to increase the capital of the Company. Re: Item No. 10, it was discussed and Resolved that Shri A. R. Kanoria be and is hereby authorised to file necessary forms for changes in the Board and also to inform all others concerned in due course of time. After general discussions about the affairs of the Company the meeting terminated with a vote of thanks to the Chair. Chairman 12. The case of the defendant Nos.1 and 2, that is, Bagrodia group of defendants is that in terms of the notice dated February 10, 1972, a meeting of the Board of Directors was held on February 17, 1972 but it is denied that in the meeting only the plaintiff Nos.1 and 2 were present or that the resolution mentioned by the plaintiffs was passed. According to them no meeting could take place on that day. What happened on February 17, 1972, at 10 a. m. will appear from the minutes of the proceeding which is also annexed in the petition. The minutes of the proceeding on February 17, 1972, according to the Bagrodia group of defendants, is as follows ; The Minutes of the proceedings of the meeting of the Board of Director of Messrs. Meenaxi Wire Industries (Assam) Ltd. held on 17th February, 1972, at 10 a.m. at the Company's Head Office at 14/1B Ezra Street, Calcutta-I. Present Directors: 1. Sri M. P. Bagrodia 2. Sri A. R. Kanoria 3. Sri D. N. Khemka 4. Sri S. K. Bagrodia Sri S. K. Bagrodia proposed the name of Sri M. P. Bagrodia to take the Chair but in the absence of seconding vote the proposal failed. Sri A. R. Kanoria proposed the name of Sri D. N. Khemka to the Chair, but in the absence of seconding vote the proposal failed. Therefore the meeting could not take place. 13. Sri A. R. Kanoria proposed the name of Sri D. N. Khemka to the Chair, but in the absence of seconding vote the proposal failed. Therefore the meeting could not take place. 13. Thus, the Bagrodia group of Directors denied that there was any meeting of the Board of Directors on February 17, 1972, which was attended only by two Directors, namely, the Kanoria group of Directors. They say that four Directors attended, but the meeting could not be held as the Chairman could not be elected on account of dispute among the Directors present. It is stated by the Bagrodia group that the purported minute of the meeting, in which two Directors were present, held on February 17, 1972, as alleged by the petitioner, is false and fabricated inasmuch as the attendance register relating to the attendance of the Directors for the meeting held on February 17, 1972, have been signed by all the four Directors who were present, namely, the plaintiff Nos.1 and 2 and the defendant Nos.1 and 2. 14. The case of the Bagrodia group of Directors is that the purported resolution set up by petitioner is mala fide and conducive to the interest of the petitioners Nos.1 and 2 and their group and not for the benefit of the company and its general body of the share-holders. The case of the Bagrodia group of Directors further is that the sole purpose of the resolution set up by the petitioners is to take full control of the company by the plaintiff' Nos.1 and 2, and their group. In the purported resolutions, the plaintiff Nos.3 and 4 are wrongfully shown to have been elected as Directors. The mala fide purpose is to have a majority of the Kanoria group in the Board of Directors of the company. In the said meeting the other important agenda were not considered at all but only three items in the agenda were supposed to have been considered, namely, that of appointing the nominees of the plaintiff Nos.1 and 2 and rejecting the resolution for increase of share capital. It is stated that the purported resolution which had been set up by the petitioners are mala fide and afterthought. 15. The question in this application is whether the resolutions mentioned by the petitioners and set up in annex. 'B' to the petition were duly adopted and passed. It is stated that the purported resolution which had been set up by the petitioners are mala fide and afterthought. 15. The question in this application is whether the resolutions mentioned by the petitioners and set up in annex. 'B' to the petition were duly adopted and passed. If it was duly adopted and passed, then by the said resolutions the resignation of L. N. Jhunjhunwala was accepted with effect from December 15, 1971. and Sri B. P. Himatsingka was appointed in place of the vacancy caused by the resignation of L. N. Jhunjhunwala and further Sri B. N. Jhunjhunwala M.P. was appointed as an additional Director of the company. 16. In the minutes of the proceedings of the meeting in annexure 'B' relied on by petitioners it appears that only two Directors were present, Sri Atma Ram Kanoria and Sri D. N. Khemka. Sri D. N. Khemka was voted to the Chair. The first question which strikes me is that, if only two Directors were present and out of the two Directors if one was voted to the Chair, then out of the two Directors one must have proposed himself or the other to be the Chairman and the other seconded the proposal. It appears that one of the two Directors viz. D. N. Khemka was made Chairman of the meeting attended by the said two Directors. Therefore, D. N. Khemka either proposed himself to be the Chairman or himself seconded the proposal to be the Chairman. 17. The next question is whether there was 'quorum' for the meeting where only two Directors were present. 18. The relevant section of the Companies Act is section 287, sub-section (2) which reads as follows: The quorum for a meeting of the Board of Directors of a company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two Directors, whichever is higher. 19. Admittedly, the company had seven Directors. Admittedly, on December 15, 1971, L. N. Jhunjhunwala, one of the Directors, wrote a letter to the Managing Director submitting his resignation from the Board and asking for acceptance of the same. The question is whether on December 15, 1971, L. N. Jhunjhunwala by writing the said letter ceases to be a Director or not. Admittedly, on December 15, 1971, L. N. Jhunjhunwala, one of the Directors, wrote a letter to the Managing Director submitting his resignation from the Board and asking for acceptance of the same. The question is whether on December 15, 1971, L. N. Jhunjhunwala by writing the said letter ceases to be a Director or not. If he did not cease to be a Director by writing that letter, then one-third of seven must be three, because the fraction is rounded up as one. If three Directors constitute the quorum, then of course the meeting of the Board of Directors mentioned in annexure 'B', in which the two Directors were only present, do not constitute quorum, if, on the other hand, by the letter dated December 15, 1971. L. N. Jhunjhunwala ceases to be a Director then, of course, there are six Directors and one-third of six would be two Directors and there is quorum for the meeting. Therefore, the most important question is, what is the law on the point? 20. The question is whether a Director ceases to be a Director on the date when he submits his resignation from the Board or whether he ceases to be a Director on the day his resignation is accepted by the Board or by the company. 21. Mr. S. B. Mukherjee appearing for the petitioners cited a case, of (1) Glossop v. Glossop, (1907) 2 Ch D. 370 (374) where Neville J. said: I have no doubt that a director is entitled to relinquish his office at any time he pleases by proper notice to the company and that his resignation depends upon his notice and is not dependent upon any acceptance by the company, because I do not think they are in a position to refuse acceptance. 22. Mr. S. B. Mukherjee invited my attention to Article 119 of the Articles of Association of the said company which provides as follows : 119. The quorum for a meeting of the Board shall be determined from time to time in accordance with the provisions of the Act. If a quorum shall not be present within fifteen minutes from the time appointed for holding a meeting of the Board, it shall be adjourned until such date and time as the Chairman of the Board shall appoint. 23. According to Mr. If a quorum shall not be present within fifteen minutes from the time appointed for holding a meeting of the Board, it shall be adjourned until such date and time as the Chairman of the Board shall appoint. 23. According to Mr. Mukherjee, the meeting of February 17, 1972, which is annexure 'B' to the petition was only held by the two Directors, A. R. Kanoria and D. N. Khemka, and in the said meeting Sri B. P. Himatsingka was appointed as a Director in place of the vacancy caused by the resignation of Sri L. N. Jhunjhunwala, and further Shri B. N. Jhunjhunwala M. P. was appointed as an additional Director. Mr. Mukherjee submitted that the resignation of L. N. Jhunjhunwala as Director is not dependent upon acceptance of the resignation. 24. Mr. Prabir Sen, appearing for the respondent Nos.1, 2 and the company, submitted that the case Glossop v. Glossop is distinguishable. The Articles of Association of the company in the case Glossop v. Glossop cited by Mr. Mukherjee is different from the Article of Association of the company in the instant case. In the judgment Neville, J. sets out Article 84 of the Articles of Association of the company which is quoted as follows: Article 84: The office of Director shall be vacated (inter alia) If he becomes bankrupt........ .If he be declared a lunatic ......... If by notice in writing to the company he resigns his office, provided that, except in case of loss of qualification in shares or of actual lunacy or bankruptcy, the vacation of office shall not take effect unless the Directors shall pass a resolution to the effect that the Director has vacated his office, such resolution to be passed within six calendar months from the happening of the event whereby such Director has vacated his office. This Article which is set out in the judgment (1) came up for consideration before Neville, J. and considering the said Article Neville J. made the observation, which is quoted above and relied on by Mr. Mukherjee. In this connection, Mr. Prabir Sen also invited my attention to Buckley on the Companies Acts (13th ed., p. 881) where the Companies Act, 1948, Table 'A', Regulation 88 has been quoted. The Regulation under the English Act is as follows :- Disqualification of Directors. 88. Mukherjee. In this connection, Mr. Prabir Sen also invited my attention to Buckley on the Companies Acts (13th ed., p. 881) where the Companies Act, 1948, Table 'A', Regulation 88 has been quoted. The Regulation under the English Act is as follows :- Disqualification of Directors. 88. The office of director shall be vacated if the director (e) resigns his office by notice in writing to the company. 25. Mr. Sen also invited my attention to section 283 of the Companies Act, 1956, as to the vacation of office by the Directors. This Section enumerates that the office of the Director shall become vacant under certain circumstances which are set out in the section, e. g. (a) if he fails to obtain within the time specified in sub-section (1) of section 270, or any time thereafter ceases to hold the share qualification ........., (b) if he is found to be of unsound mind,........., (c) if he applies to be adjudicated an insolvent, etc. But, in the Indian Companies Act there is no provision that a Director ceases to be a Director or that the office of a Director is vacated, if a Director resigns his office by notice to his company, which is provided in Reg. 88 of the English Companies Act. Therefore, the decision relied upon by Mr. Mukherjee is distinguishable and should not be made applicable in the instant case, where (a) there is no such Article in the said company as there was in the case Glossop v. Glossop (supra) 371 (b) the provision of the Indian Act is different from the provisions of the English Act and the regulations thereunder. Therefore, prima facie it seems to me that resignation tendered by a Director has to be accepted, and after the same is accepted the resignation becomes effective. 26. Mr. Sen, in this connection, cited another English case, (2) Latchford Premier Cinema Ltd. v. Ennion (1931) 2 Ch. D 409 (410.411) The headnote of the case is as follows: A company's Articles of Association provided that the office of a Director should ipso facto be vacated if by notice in writing to the company he resigned his office. Two of the Directors orally tendered their resignations at the annual general meeting of the company and their resignations were accepted by the meeting: Held, that the resignations of the two Directors were valid. Two of the Directors orally tendered their resignations at the annual general meeting of the company and their resignations were accepted by the meeting: Held, that the resignations of the two Directors were valid. Bennett, J. said: The answer given on behalf of the defendants to the motion is that the resignation by word of mouth, and the acceptance by resolution is inoperative, because Article 34 requires, before a director shall cease to be a director, that he shall give a notice in writing to the company that he resigns. In my judgment the answer based on Article 34 is not a good one. I see no reason in law why the contract of service between the company and its directors should not be terminated by the same means as that by which the contract of service between two individuals may be terminated, and I see no ground in law for saying that where a written contract has been made for service which requires a written notice on either side before it can be terminated, it cannot be terminated by word of mouth by mutual agreement between the parties. That is all that has happened in this case and in my judgment the offices of the defendants were vacated when, on February 10, 1931, they verbally offered to resign, and their offers were accepted by the resolution of the company. 27. Mr. Sen has submitted that if the Article is silent, general law of the land should apply and, in the instant case, acceptance of Oesignation is necessary. I am inclined to accept the submission of Mr. Sen on this point. 28. The case submitted by Mr. S. B. Mukherjee is clearly distinguishable and cannot apply under the facts and circumstances of the instant case. In any event, L. N. Jhunjhunwala in the letter dated December 15, 1971, asked that the company should accept his resignation. By the letter dated February 12, 1972, A. R. Kanoria, the plaintiff No. 1 also stated, inter alia, that the vacancy to be caused on acceptance of the resignation of L. N. Jhunjhunwala would be filed up by appointing another Director. Therefore, L. J. Jhunjhunwala wanted that his resignation should be accepted and A. R. Kanoria also understood that the resignation had to be accepted. Therefore, L. J. Jhunjhunwala wanted that his resignation should be accepted and A. R. Kanoria also understood that the resignation had to be accepted. The Articles of Association of the said company do not provide that the office of the Director shall be vacated if by notice in writing the Director resigns his office as was the case in Glossop v. Glossop. In my view, in the absence of any provision in the Articles, the general law of the land as regards resignation by an officer or agent and person in the position of a trustee must be followed, namely, intimation by notice given either to the company or the Board and acceptance of same by them. Therefore, the office of L. N. Jhunjhunwala as Director would be vacated on acceptance by the Board of the company of his letter of resignation. In my view, on February 17, 1972, the minutes of the Board of Directors in annex. 'B' to the petition relied upon by the petitioners was a meeting which was not held on proper quorum, because two Directors only were present. 29. Mr. S. B. Mukherjee has next contended that the suit is maintainable and any Director may file a suit against the company. Mr. Mukherjee cites (3) Pulbrook v. Richmond Consolidated Mining Company, 9 Ch D 611. The headnote of the case is as follows : A Director of a company can, if qualified, sustain an action in his own name against the other directors, on the ground of individual injury to himself, for an injunction to restrain them from wrongfully excluding him from acting as director. Where the articles of association of a company provided that no person should be eligible as a director unless he held "as registered member in his own right capital of the nominal value of pound 500 at least' : Held: that beneficial ownership was not necessary for a qualification and that a registered holder of the required capital, though he had transferred his shares to another, was properly eligible. 30. Mr. Mukherjee next cited (4) Sati Nath Mukherjee v. Suresh Chandra Roy & Drs., AIR 1941 Cal. 136. The headnote of the case is as follows: A suit by A to establish the rights by declaration and injunction of B, C, D and E does not lie. 30. Mr. Mukherjee next cited (4) Sati Nath Mukherjee v. Suresh Chandra Roy & Drs., AIR 1941 Cal. 136. The headnote of the case is as follows: A suit by A to establish the rights by declaration and injunction of B, C, D and E does not lie. A suit challenging the position of a particular Board of Directors and to remove the Directors from the Directorate is wrongly constituted. But a suit for a declaration that the plaintiff is a Director and for the protection of his rights quadirector is competent. 31. Mr. Mukherjee then has submitted that every Director of a Board is entitled to a notice and cited before me Buckley on the Companies Act (13th ed., page 887) where the following note appears: Every member of the Board ought no doubt, in the absence of special circumstances, to have sufficient notice of each meeting, and a Director cannot waive his right to notice. 32. The contention of Mr. Mukherjee is that the notice of every meeting must be given to the plaintiff No.3, B. N. Jhunjhunwala and the plaintiff No.4, B. P. Himatsingka who were newly appointed as Directors in the meeting of the Board of Directors on February 17, 1972, mentioned in annexure 'B' to the petition. 33. The case of the defendant Nos.1 and 2 and the company is that the meeting of the Board of Directors which held on February 17, 1972, at 10 a.m., which is annexure 'B' to the petition, was never held and they deny and dispute the validity of the meeting and the validity of the appointment of the plaintiff Nos.3 and 4 as Directors. The minutes of the said meeting relied upon by the plaintiff Nos.1 and 2 are set out in annexure 'B' to the petition. The question in this application is whether the resolutions mentioned in the minutes of the meeting dated February 17, 1972, in annexure 8' was only passed or not. The defendant No.5 is an existing company and the minutes of the Board of Directors relates to the management of the existing company. Admittedly, there were seven Directors. The question in this application is whether the resolutions mentioned in the minutes of the meeting dated February 17, 1972, in annexure 8' was only passed or not. The defendant No.5 is an existing company and the minutes of the Board of Directors relates to the management of the existing company. Admittedly, there were seven Directors. Admittedly, one Director gave letter of resignation, but so far as the minutes of the meeting held on February 17, 1972, there are two minutes of the meeting of the Board of Directors which are annexed to the Petition Both minutes are dated February 17, 1972. Both the minutes show that the meetings were held at the same time, namely at 10 a.m. But in one minute it is shown that only two Directors were present. In another minute it is shown that four Directors were present. Which case shall I believe at the interlocutory stage? Unless there is a positive and undisputed case or at least a prima facie case on which I can act, there cannot be an interlocutory injunction regarding the internal management of an existing company as prayed in the petition. 34. In this connection, the case of (5) Mahaliram Santhalia v. Fort Gloster Jute Manufacturing Co. Ltd. & Ors., AIR 1955 Cal 132 (134, 135) Where P. B. Mukharji, J. (as he then was) laid down the law, may be referred to, The headnote (b) of the report is as follows : (b) The Courts have evolved certain well-defined principles which regulate company meetings. Primarily the Articles of Association and the Company Statute provide the matrix of the Company Law on the point. Secondly, the Courts are generally reluctant to interfere with the decisions taken at company meetings, unless there is almost a manifest breach of the Articles or the Statute, because it is the company and not the Court which is responsible for its management. In the judgment, P. B. Mukharji, J. (as he then was) said: In an interlocutory application there must be a prima fade case both on facts and law which should justify the grant of an interim injunction restraining company management. That prima facie case should all the more be clearly made in the case where attempt is made to restrain the normal function of a Company according to the decisions of the domestic forum of the Company. That prima facie case should all the more be clearly made in the case where attempt is made to restrain the normal function of a Company according to the decisions of the domestic forum of the Company. Bearing these principles in mind, I now propose to discuss the prima facie case on law and on facts (page (34). Also the learned Judge P. B. Mukharji, J. (as he then was) observed: The results of my review of the authorities on this point show that the Courts have evolved certain well-defined principles which regulate Company meetings. Primarily, the Articles of Association and the Company Statute provide the matrix of the Company Law on the point. Secondly, the Courts are generally reluctant to interfere with the decisions taken at Company meetings, unless there is almost a manifest breach of the Articles or the Statute, because it is the Company and not the Court which is responsible for its management. The Court is hardly a substitute for the company in this respect except in specified cases provided by Statute and these again are mostly cases where the Company itself finds it difficult to manage its own affairs as in liquidation or schemes or wherein public interest the Court has to interfere or sanction as in cases of fraud by the majority on the minority or cases of amalgamation or reduction (page-135). I respectfully agree with the view of the learned Judge. Unless a very strong and manifest case on fact and law is made out, I shall not interfere in an interlocutory application with the internal management of the said company. 35. The headnote of the case of (6) Richard B. T. H. Chow & Ors. v. James Chow Wakin & Anr, 75 CWN 173 which is the judgment of the Court of Appeal consisting of B. C. Mitra and S. K. Mukherjea, JJ. is as follows : An interlocutory injunction restraining a party from doing certain acts should be issued in a case where on the grounds on which the claim is based, the right to such an injunction would be beyond any doubt altogether. is as follows : An interlocutory injunction restraining a party from doing certain acts should be issued in a case where on the grounds on which the claim is based, the right to such an injunction would be beyond any doubt altogether. In a case where the appointment of the directors has not been disputed, but they are sought to be restrained by an injunction on grounds which the Court cannot by any means say to be free from doubt, other questions should be taken into consideration by the Court. One of the questions to be taken into consideration in such a case is the balance of convenience or inconvenience. If the position of the parties is equally balance, the Court will take into account certain other consideration, namely, delay acquiescence and conduct of the parties. 36. In the instant case before me not only facts are very much disputed, but the most important fact is that the plaintiff Nos.3 and 4 have not come up to this Court by affirming the petition or verifying the plaint or filing any affidavit that they have any grievance but this petition has been affirmed by the plaintiff No. 1 and the plaint is also verified by the plaintiff No. 1, A. R. Kanoria. The prayers in the plaint are as follows: (a) A declaration that the resolutions adopted at the meeting of the Board of Directors of the defendant No. 5 held on February 17, 1972, and recorded in the minutes, being annexure 'C' to the plaint, are valid and binding upon the defendants; (b) A declaration that the plaintiff Nos.3 and 4 are the lawfully and validly appointed Directors of the defendant No.5, and (c) Perpetual injunction restraining the defendants and each of them from interfering with the rights of the plaintiff Nos.3 and 4 to participate in the management and administration of the defendant No.5 and/or from excluding the said plaintiffs from any meeting of the Board of Directors of the defendant No.5. 37. The real persons who can make any grievance are not the plaintiff No. 1 nor the plaintiff No.2, but the plaintiff Nos.3 and 4. The personal right of the plaintiff Nos.1 and 2 as Directors of the company are not disputed in any way by the defendants. Therefore, the plaintiff Nos.1 and 2 cannot have any grievance. 37. The real persons who can make any grievance are not the plaintiff No. 1 nor the plaintiff No.2, but the plaintiff Nos.3 and 4. The personal right of the plaintiff Nos.1 and 2 as Directors of the company are not disputed in any way by the defendants. Therefore, the plaintiff Nos.1 and 2 cannot have any grievance. Further, the plaintiff Nos.3 and 4 have not yet acted as Directors. It is nobody's case that they were acting as Directors and they were prevented from so acting. But the case is that they were newly appointed as Directors at a meeting held by the plaintiff Nos.1 and 2 (Kanoria group). But the other Directors, the defendant Nos.1 and 2 (Bagrodia group) and the company deny that there was any valid meeting or that the plaintiff Nos.3 and 4 have been validly appointed. Therefore, the rights of the plaintiff Nos.3 and 4, if any, as newly appointed Directors are very much disputed and the same have not yet been established. 38. In my view, there is great force in the argument of Mr. Sen that I shall not pass any interim order at this stage. In course of his argument Mr. Sen pointed out: (a) the minutes of the disputed meeting which is Annexure 'B' to the petition were not entered in the minute books of the company within 30 days from the date of the said alleged meeting as provided in section 193 of the Companies Act, (b) the factum as well as the validity of the resolutions as alleged by the petitioner are severely disputed by the defendant Nos.1, 2 and 5, (c) the plaintiff Nos.1 and 2 are the parties who have set the Court in motion, but they have not suffered any injury which can be said to be irreparable, (d) this Court will not pass any order of injunction at the instance of the petitioner Nos.1 and 2, (e) there is also point of delay in making this application because the resolution was sought to have been passed on February 17, 1972, and the same was forwarded on February 18, 1972, to the defendants and on February 21, 1972, the defendant Nos.1 and 2 replied that the said resolution is forged or fabricated, but this application was made on June 20, 1972. 39. My attention was drawn to a case of (7) Sitaram Jaipuria & Drs. 39. My attention was drawn to a case of (7) Sitaram Jaipuria & Drs. v. Banwarilal Jaipuria, 76 CWN 161 (166) where P. B. Mukharji, C.J. and B. C. Mitra, J. observed as follows : The next question in an application for injunction is to find out where the prima fade case lies. It appears to me that the prima facie case is against the plaintiff. 40. In my view, in the instant case also the prima facie case is against the petitioners. In view of the above matter, I think that I shall not grant any order of injunction at the interlocutory stage in the instant case. The matter requires further investigation of fact and this could be done at the trial. 41. In the result, this application fails and should be dismissed with costs. Ad interim order is vacated. Costs of the application would be costs in the cause. There will be a stay of the operation of the order for a fortnight, but this will not prevent the company to carryon its business in the usual way and to hold Board meetings.