T. K. BASU, S. C. SEN, JJ. ( 1 ) THE dispute in this case relates to the holding of the 60th Annual General meetings of the Calcutta Chemical Company Limited, hereinafter described as the company. Because of various disputes and litigations, the 60th and 61st Annual General Meetings of the company for the financial years 1980-81 and 1981-82 respectively could not be held. Ultimately various petitions filed in this Court were disposed of by several orders passed on 11th August, 1983. ( 2 ) ON the 9th September, 1983 a meeting of the Board of Directors of the company was held and at that meeting it was resolved that the 60th and 61st Annual General Meetings of the company would be held on 7th October, 1983 at different times. A notice was published in the Business Standard on 12th September 1983 informing all concerned that the Annual General Meetings were to be held on 7th October 1983 at the place and the times specified therein. It the case of the appellant that on 12th September 1983 the appellant posted under certificates of posting proper notices together with the Annual Reports to all the registered shareholders of the company including the respondent, Dhiresh Chandra Roy. The Appellant has produced the certificates of Posting in support of his contention in Court. ( 3 ) IT has been stated on behalf of the respondent that the notices was posted on 16th September, 1983 as would appear from the postal endorsement on the envelope received by the respondent. The case of respondent is that the respondent received the said two notices both dated September 9, 1983 on the 22nd September 1983. The respondent was not given clear 21 days notice for the meetings scheduled to be held on October 7, 1983 as enjoined by section 171 of the Companies Act, 1956. It has been contended that the two Annual General Meetings that were held on October 7, 1983 were held disregarding the mandatory provisions of law and the proceedings of the two meetings were clearly illegal and invalid. A suit was filed by the plaintiff for a declaration that the two notices both dated 9th September, 1983 and the purported convening of the 60th and 61st Annual General Meetings of the company were wrongful, illegal, null and void, invalid and of on legal effect. ( 4 ) ON 5th October, 1983 Mr. A suit was filed by the plaintiff for a declaration that the two notices both dated 9th September, 1983 and the purported convening of the 60th and 61st Annual General Meetings of the company were wrongful, illegal, null and void, invalid and of on legal effect. ( 4 ) ON 5th October, 1983 Mr. Dhiresh Chandra Roy, the respondent herein made an application in that suit on which an interim order was passed by R. N. Pyne, J. to the effect that the Annual General Meetings due to be held on 7th October, 1983 could be held but no effect was to be given to the resolutions that might be passed in such meetings until further order of the Court. The operation of that order, however, was stayed till 7th October 1983. On 7th October, 1983 on a further application moved on behalf of Mr. Roy before the vacation Bench, J. N. Chaudhuri, J. , inter alia, ordered that "the Annual General Meeting or Meetings due to be held this day, i. e. , 7. 10. 1983 may be held but no effect should be given to the resolution or resolutions that might be passed at such meeting or meetings until further order of this Court". On 17th November 1983 the matter appeared in the list of R. N. Pyne, J. as new motion. After hearing both the parties R. N. Pyne, J. gave directions for filing of affidavits. The interim order that was passed earlier was continued until further orders of Court. ( 5 ) IN the meantime, the two Annual General Meetings of the company were duly held on 7th October 1983 and certain resolutions were passed at those meetings. The allegation of the appellant is that Mr. Roy, the respondent herein, took part in those two meetings. ( 6 ) IN this appeal, the contention of Mr. Mukherjee, appearing on behalf of the company, is that the two Annual General Meetings of the company have been held after protracted litigations. The notices for the Annual General Meetings had been duly issued. Advertisements were given in the press. According to the Certificates of Posting, the notice was issued in good time. Therefore, the Court should not intervene in this matter and pass any order of stay. Mr. Mukherjee has contended that the matter is of some urgency. The notices for the Annual General Meetings had been duly issued. Advertisements were given in the press. According to the Certificates of Posting, the notice was issued in good time. Therefore, the Court should not intervene in this matter and pass any order of stay. Mr. Mukherjee has contended that the matter is of some urgency. The management of the company has been seriously prejudiced by various orders of injunction passed by the Court from time to time. Dhiresh Chandra Roy owns only seven shares of Rs. 10/- each. There is no reason why the interim order should be continued. ( 7 ) IT has next been submitted that even if the allegations made by Dhiresh Chandra Roy were all assumed to be true and correct, even then the respondent would not be entitled to obtain an order of injunction. ( 8 ) IT has been submitted that it is not necessary to file any affidavit and the matter can be disposed of here and now on the assumption that the allegations made by the Respondent are all true and correct. ( 9 ) THE only grievance of Dhiresh Chandra Roy is that the two notices both dated September 1983 were received by him on 22nd September, 1983 and the Annual General Meetings were held on October 7, 1983. the period prescribed under section 171, however, is 21 clear days notice. Under section 171 (2) (1) a General Meeting may be held after giving a shorter notice only with the consent of all the members entitled to vote thereat. Mr. Nag, appearing on behalf of the Respondent, has argued that the provisions of Section 171 are mandatory. At least 21 days notice in writing must be given to every shareholder for holding the Annual General Meeting of a company under section 171 (1 ). A shorter notice can be given only under the circumstances set out in section 171 (2 ). In this case, there has been no compliance with the requirements of section 171 (2 ). Therefore, the notice is void and of no legal effect and the two meetings that were held and also the resolutions that were passed are of no legal consequences. In this case, there has been no compliance with the requirements of section 171 (2 ). Therefore, the notice is void and of no legal effect and the two meetings that were held and also the resolutions that were passed are of no legal consequences. ( 10 ) THE only question before us is a question if law and that is whether the two Annual General Meetings can be said to have been lawfully validly held in view of the fact that Mr. Dhiresh Chandra Roy received the two notices less than 21 days before the scheduled date of the meetings. In this connection, it has to be borne in mind that Mr. Dhiresh Chandra Roy is a resident of Calcutta. The Meetings were to be held at Calcutta and Mr. Dhiresh Chandra Roy had at least 15 clear days notice. Moreover advertisements were published on the 12th September 1983 in a newspaper giving the particulars of the two meeting that were to be held. It has not been shown how Mr. Roy was prejudiced by the shortness of the individual notice. It does not appear from the facts set out earlier in the judgment that the company was not acting bona fide. The very fact that the company inserted advertisement in a newspaper on 12th September 1983 notifying the dates and the other particulars of the two Annual General Meetings go to show that the company was not trying to suppress the dates of the Meetings from a section of the shareholders. It cannot also be said that the company was trying to hold meetings on short notice with ulterior motive. The company's case is that all individual notices were sent under Certificate of Posting and the certificates go to show that the notices were posted in good time. ( 11 ) THE question, therefore, is whether section 17 (i) which lays down that "a General Meeting of a company may be called by giving no less than 21 days notice in writing" is mandatory or not. A shorter notice can be given in the circumstances set out in sub-section (2) of Section 171. Section 172 (3) provides "the accidental omission to give notice to, or the non-receipt of notice by, any member or other person to whom it should be given shall not invalidate the proceedings at the meting. A shorter notice can be given in the circumstances set out in sub-section (2) of Section 171. Section 172 (3) provides "the accidental omission to give notice to, or the non-receipt of notice by, any member or other person to whom it should be given shall not invalidate the proceedings at the meting. " Section 172 (3) makes it abundantly clear that it is not a condition precedent to the holding of the Annual General Meeting of a company that a clear 21 days notice must be given to each and every member of the company. The accidental omission to give notice to any member or non-receipt of notice by any member shall not invalidate the proceedings at the meeting. If we have to uphold the contention of the Respondent, we shall have to hold that if the notice to a shareholder is not accidentally posted at all, the proceedings at the Annual General Meeting of a company will be valid. But if the notices were posted accidentally less than 21 days before the meeting, the proceedings at the meeting will be void even though the shareholder received the notice in good time before the meeting was held and actually attended the meeting. If Mr. Dhiresh Chandra Roy did not receive the notice at all the company could have invoked the protection of the provisions of section 172 (3) of the Act. In our opinion, such a construction would lead to absurdity and should be avoided. We are aware of the dictum that law is not always logic. But the Court should be very slow to give a construction to a section which would lead to absurdity and will cause injustice. We are unable to accept the contention that a short notice served on a member will invalidate a meeting altogether but non-receipt of the notice by a member will not have the same effect. ( 12 ) IN the case of (1) Hungerford Investment Trust Ltd. v. Truner Morrison and Co. Ltd. , ILR 1972 (1) Calcutta 286, one of the points that came up for consideration was whether defect of a notice or non-receipt of a notice calling an Annual General Meeting could be ratified or waived. P. B. Mukehrjee, C. J. held in that case that at best this was an irregularity, which could be ratified by conduct. Ltd. , ILR 1972 (1) Calcutta 286, one of the points that came up for consideration was whether defect of a notice or non-receipt of a notice calling an Annual General Meeting could be ratified or waived. P. B. Mukehrjee, C. J. held in that case that at best this was an irregularity, which could be ratified by conduct. This judgment, which dealt with many other points, was reversed in appeal; but the Appeal Court did not upset the learned Judge's decision on this point. ( 13 ) THE point, that is now being agitated before us, came up for consideration directly in the case of (2) Surajmull Nagarmull v. Shew Bhagwan Jalan, 1970 Cal LJ 98, in that case this question was debate at great length. After referring to the judgment of the Madras High Court in the case of (3) N. V. R. Nagappa Chattlar and Anr. v. The Madras Race Club, (1949) 19 Company Cases 1715. A. N. Sen, J. observed at page 293 of the report: "these observations to my mind, were made in context of the particular facts of the case and were not intended to lay down a general proposition of law that a short notice in breach of the provision of the Act, necessarily invalidates that meeting and renders the proceedings void. In my opinion, the said observation should not be construed to mean that the requirement as to notice is imperative and mandatory in the sense that any breach thereof necessarily invalidates the meeting and invariably renders the proceedings thereof null and void. Any such interpretation of the observations will necessarily imply that any breach of the said requirement of the statute, if considered mandatory and imperative, cannot be waived under any circumstances except as provided in the statute itself. Such interpretation, to my mind is not warranted and will be inconsistent with the well-recognized principle of law enunciated in Halsbury's Law of England (3rd ed. Vol. XIV, p. 637 Art. 1175) which I have earlier quoted and to which reference has been made in the judgment of the Madras High Court as well, and such interpretation will also be contrary to the view expressed by the Supreme Court in the case of Narayandas Sreera, Somani v. Sanghi Bank (11) to which reference has also been made earlier. " ( 14 ) ANOTHER aspect of the matter was emphasized by A. N. Sen, J. at pages 303 of the report: "the English Court appear to take a realistic view of the working and management of the affairs of the company and consider the problems of a company from a practical business point of view. The approach of the English Courts to the question of these requirements is not generally a narrow and a legalistic one and is essentially a realistic one from the view point of the actual working of a company in practice bearing however in mind the requirements of justice in each case. The approach of the English Courts, to my mind, is eminently reasonable and sound. The said approach services the purpose for which the said provisions have been made and at the same time promotes the cause of justice and results in effective and proper working of the company. " ( 15 ) MR. Nag, drew our attention to a Division Bench judgment of the Madras High Court in the case of N. V. R. Nagappa Chettlar and Another v. The Madras Race Club, (1949) 19 Company Cases 175. That case was noted and dealt with by A. N. Sen, J. in Surajmull's case. That was a case decided under the Indian Companies Act 1913. In that case, construing section 81 (2) of the Indian Companies Act 1913 which corresponds to section 171 of the Companies Act, 1956, it was held that the provision of sub-section (2) of section 81 requiring not less than 21 days notice was mandatory and it could only be dispensed with by the agreement of all the members in the meaning laid down in the Article. It was not enough that the members present at the meeting indicated both expressly and impliedly that they consented to or acquiesced in shortening the period of notice. The Indian Companies Act, 1913 did not contain a provision similar to section 172 (3 ). The Madras High Court did not have any occasion to consider the implication of section 172 (3 ). The Indian Companies Act, 1913 did not contain a provision similar to section 172 (3 ). The Madras High Court did not have any occasion to consider the implication of section 172 (3 ). In our opinion, in view of the clear provisions of section 172 (3) it cannot be said that the requirements of section 171 are mandatory and a short notice given to any member will render the entire meeting void and no legal consequences even if that member has not suffered any prejudice in anyway. ( 16 ) MR. Nag, also drew our attention to a decision of this High Court in the case of (4) The Asansol Electric Co. and Others v. Chunilal Das, AIR 1972 Calcutta 19. In that case, the plaintiff, an employee of the company instituted a suit, Inter alia, for a declaration that certain resolution purported to have been passed by the Board of Directors of the company as also by its shareholders were illegal, void, inoperative and not binding on the plaintiff and also for some other relief's. It was not a case of shortness of notice at all. In that case, a notice was issued on July 5, 1963 for holding an Extra-ordinary General Meeting of the company on July 29, 1963 to consider and if thought fit, to pass certain resolutions. The resolution which was notified to be proposed at the meeting was neither placed nor moved and accordingly not passed. On the contrary, a resolution was passed to the effect that the plaintiff was not to be appointed Store-in-Charge with effect from May 1, 1963 and further that the plaintiff had ceased to hold office with effect from the said date. Salil Kumar Dutt, J. observed:"the language of the obligation in section 171, as already observed, clearly indicates its mandatory nature and accordingly, the non-compliance will have the fetal consequence of rendering the resolution void and ultra vires. " ( 17 ) THE learned Judge's observation must be understood in the context of the facts of that case. To ensure the validity to the resolutions passed at the meeting, the company was under a legal duty to give notice of the resolutions that were sought to be passed. " ( 17 ) THE learned Judge's observation must be understood in the context of the facts of that case. To ensure the validity to the resolutions passed at the meeting, the company was under a legal duty to give notice of the resolutions that were sought to be passed. In that case, the learned Judge had no occasion to go into the question of the effect of the shortness of notice and also the implication of section 172 (3 ). The point at issue and the facts of that case were entirely different. The judgment of A. N. Sen, J. in the case of (5) Surejmull v. Shew Bhagwan Jalan, ILR 1973 (1) Calcutta 20 was neither cited nor considered in that case. ( 18 ) IN the case before us, the two Annual General Meetings of the company for the final years 1980-81 and 1981-82 have been held belatedly and with great difficulty. The working of the company has come to a stand still. The company will suffer prejudice if the newly elected Board of Directors is not allowed to take charge at this juncture. The petitioner admittedly has not suffered any prejudice in any way from the shortness of the notice. Thee are no reason why the new Board of Directors should not be allowed to take charge of the company and given a chance to review it. From a practical business point of view there is no reason why and the balance of convenience does not require that the interim order should be continued. ( 19 ) IT was also argued on behalf of the respondent that the injunction was sought in aid of a legal right. There was a clear violation of the provisions of section 171 (2) of the Companies Act. The Court was bound to grant an injunction in this case. Reliance was placed for this proposition on the case of (6) Fullwood v. Fullwood, (1878) 9 Ch. 176. There the allegation of the plaintiff was that the defendants were liable to action for deceit. Fry, J. observed: -"in such a case, the injunction is, in my opinion, a matter of course if the legal right be proved to exist. But in that case the plaintiff was prejudiced by the way the defendant was carrying on its business. 176. There the allegation of the plaintiff was that the defendants were liable to action for deceit. Fry, J. observed: -"in such a case, the injunction is, in my opinion, a matter of course if the legal right be proved to exist. But in that case the plaintiff was prejudiced by the way the defendant was carrying on its business. The defendant was restrained from representing that the said business was identical with or in any way connected with the plaintiff's business of the goods manufactured and sold by the defendants was manufactured by the plaintiff. The case before us is not a case of misrepresentation of deceit at all. Mr. Roy the plaintiff has not suffered any prejudice or damage. A notice was actually served upon the plaintiff. There is really no basis for issuing an order of injunction. ( 20 ) IT was lastly contended that the order of injunction that was passed was discretionary order and the Court of Appeal should not interfere with the exercise of discretion of the learned Judge. It is true that the Appellate Court would not interfere with the exercise of discretion of the Trial Judge solely on the ground that the Appellate Court would have taken a different view of the matter had the case been argued before it at the trial stage. It was held by the Supreme Court in the case of (7) The Printers (Mysore) Private Limited v. Pothan Joseph, AIR 1960 SC 1156 at page 1159: -" As is often said, it is originality not open to the Appellate Court to substitute its own exercise of discretion for that of the trial Judge; but if it appears to the Appellate Court that in exercising of discretion the Trial Court has acted unreasonably or capriciously or has ignored relevant facts and has accepted an unjudicial approach then it would certainly be open to the Appellate Court - and in many cases it may be its duty - to interfere with the trial Court's exercise of discretion. In cases falling under this class the exercise of discretion by the trial court is in law wrongful and improper and that would certainly justify and call for interference from the Appellate Court. These principles are well established; but as has been observed by Viscount Simon L. C. in (8) Charles Oxenton and Co. In cases falling under this class the exercise of discretion by the trial court is in law wrongful and improper and that would certainly justify and call for interference from the Appellate Court. These principles are well established; but as has been observed by Viscount Simon L. C. in (8) Charles Oxenton and Co. v. Johnston, (1942) AC 130 at p. 138" the law as to the reversal by a court of appeal of an order made by a Judge below in the exercise of his discretion is well-established and any difficulty that arise is due only to the application of well-settled principles in an individual case. " ( 21 ) IN this case, in our view, the order of injunction should not have been passed in favour of the plaintiff when the plaintiff was unable to show any loss or prejudice in any manner whatsoever. The balance of convenience does not require an order of injunction. In fact, the two Annual General Meetings were at last held after protracted litigations. We fail to see why the resolutions passed at the Annual General Meetings with not be given effect to merely because one shareholder having seven shares of Rs. 10/- each actually received the individual notices less than 21 days in advance. There is no dispute that the notice of the meetings was published in a newspaper in good time. There is also no dispute that the shareholder is a resident of Calcutta. Advertisement was given in a newspaper having circulation in Calcutta. The two Annual General Meetings were held at Calcutta. There is also no dispute that apart from a highly technical legal plea, the shareholder has not been able to make out any case of any prejudice at all. In our view, there is no legal ground for passing an order of injunction in this case. ( 22 ) MR. Mukherjee, has contended that there is a more important reason for not passing this interim order. The holding of the Annual General Meeting has been blocked by certain parties who wanted to acquire the controlling shares of the company and litigations have gone on for very long time. The Companies Act is a practical Act and working of a company should not be held up on trivial technicalities. Mr. Mukherjee has contended that Dhiresh Chandra Roy having seven share of Rs. The Companies Act is a practical Act and working of a company should not be held up on trivial technicalities. Mr. Mukherjee has contended that Dhiresh Chandra Roy having seven share of Rs. 10/- each was not really fighting his own case. We do not express any opinion on this aspect of the matter. But in our view having regard to the background of the litigations that have gone on and also having regard to the fact that at last the two Annual General Meetings of the company have been held which notices were given to all the shareholders and also in view of the notice that was published in good time in the newspaper, we are of the opinion that an interim order should not have been passed restraining the publication of the resolutions of the Annual General Meetings that were held. ( 23 ) WE have heard this case without any affidavits having regard to the urgency of the matter. The factory of the company is under lockout. We are of the view that the respondent's case is frivolous and without any merit and that the legal process of this Court is being abused only to frustrate the holding of the Annual General Meetings and giving effect to the resolutions passed therein. We have proceeded on the undisputed and admitted facts only. All the formalities of appeal are dispensed with by consent of parties. The application succeeds and this appeal is allowed. The interim order restraining implementation of the order passed by the Court below is vacated. There will be no order as to costs. Mr. Nag prays for stay of operation of this order. The prayer is re-fused. Basu, C. J. : I agree.