PINAKI CHANDRA GHOSE, J. ( 1 ) THIS application arising out of an order dated 29-4-2005 (See Pawan Jain v. Hindustan Club Ltd. [2005] 5 Comp. LJ 1/62 SCL 210 (Cal.)) whereby His Lordship was pleased to direct the appellant to hold annual general meeting (hereinafter referred to as AGM) under the supervision of a special officer and further to hold AGM of the Club in accordance with the rules of Hindustan Club (hereinafter referred to as the said Club ). ( 2 ) FACTS of the case briefly are as follows:"on 9-11-2004 a notice was issued by the said Club for convening the AGM to be held on 18-12-2004 to transact the following business: (i) To receive, consider and adopt the audited balance sheet as on 31-3-2004; (ii) To appoint auditors for the year 2004-05 and fix their remuneration; (iii) Election and balloting; (iv) To announce the results of the election of the office bearers and committee members. " ( 3 ) THE said notice was issued by Hon'ble Secretary on behalf of and under the authority of the Executive Committee of the said Club. On that very day, by a circular proposals/nominations were invited for election of the office bearers and Executive Committee members for the year 2004-05. Election officers were appointed under Article 28 (a) of the election rules of the said club and the Executive Committee appointed Gobinda Prasad Agarwal and Ashoke Kumar Singhania as Hon'ble Election Officers for conducting election. Nominations were required to reach at the office of the said club by 7 p. m. on 26-11-2004 and the last date of withdrawal was also fixed. On very that date, printed copy of annual accounts of the said club along with the auditor's report was circulated among the members of the said club. Clause 4 (e) stated that none of the committee members is disqualified as on 31-3-2004 from being appointed as committee members in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956 (hereinafter referred to as the said Act ). ( 4 ) AFTER scrutiny, 36 nominations/proposals including those of the plaintiffs for election as committee members for the year 2004-05 were found valid and such names were posted on the notice board of the said club and the same was corrected on 29-11-2004 and one of the members withdrew his nomination for such election. ( 4 ) AFTER scrutiny, 36 nominations/proposals including those of the plaintiffs for election as committee members for the year 2004-05 were found valid and such names were posted on the notice board of the said club and the same was corrected on 29-11-2004 and one of the members withdrew his nomination for such election. ( 5 ) ON 7-12-2004, an undated erratum was put upon the notice board of the said club stating that there has been an omission in Clause 4 (e) of the auditor's report and nominations of 12 members including the plaintiffs were invalid. On 13-12-2004, all the plaintiffs/respondents herein filed Form DD-A under Section 274 (1) (g) of the said Act and obtained receipts therefor. The said fact has been admitted by the appellant before the court. On 13-12-2004 election officers reported to the President/hon'ble Secretary of the club and the candidates of the said club that all the nominations received by the club upto 26-11-2004 were not accompanied by the mandatory declaration under Section 274 (1) (g) of the said Act. Therefore, all the nominations were invalid. ( 6 ) IN these circumstances, a suit was filed challenging such rejections of nominations and by an interim order dated 17-12-2004 the said decision was stayed rejecting the nomination papers of the candidates for election of office bearers. However, the Hon'ble Court did not restrain the holding of the meeting or from transacting the other business at the said meeting. ( 7 ) ON 18-12-2004, AGM was held and adjourned sine die without transacting any business. The matter was heard out after filing of the affidavits before the Hon'ble first court. ( 8 ) MR. Siddhartha Shankar Ray, learned Senior Advocate, appearing on behalf of the appellant/petitioner drew our attention to Clause 5 (a), (b) and (c) of the election rules of the said club. (which deals with the scrutiny of proposals by the election officers) which is set out hereunder:"5. Scrutiny of proposal.-- (a) The election officers shall scrutinise the nominations received and a list of valid nominations will be displayed on the notice board of the club at least before 2 weeks of the date of the annual general meeting. (which deals with the scrutiny of proposals by the election officers) which is set out hereunder:"5. Scrutiny of proposal.-- (a) The election officers shall scrutinise the nominations received and a list of valid nominations will be displayed on the notice board of the club at least before 2 weeks of the date of the annual general meeting. (b) If the number of the candidates for the office bearers and the members of the committee is equal to the office bearers and members to be elected, the ballot papers will not be issued and those candidates would be considered having duly elected. (c) If the number of candidates for the post of any office bearer or members of the committee exceed the number to be elected, then only the election shall be held by ballot, only for such posts for which the numbers so exceed. "and submitted that under Rule 5 (a) of the election rules, the election officer shall scrutinise the nominations received and a list of valid nominations will be displayed on the notice board of the club at least two weeks before the date of the annual general meeting. ( 9 ) HE further contended that on 7-12-2004, some members of the said club drew attention of the president that mandatory provisions of Section 274 (1) (g) of the said Act have not been complied with by ten candidates who had offered themselves for election as office bearers and executive committee members for the year 2004-05 and it was pointed out that the election officers had wrongly included their names in the list of valid nominations put up on the notice board on 26-11-2004. In view of the obvious printing error in the auditor's reports circulated by the club, an erratum to the annual report 2003-04 was put up on the notice board of the club stating that due to inadvertence, the auditor's report to the members as printed and circulated contained an omission inasmuch as it did not set out the name of the 12 committee members from whom no declaration has been received under Section 274 (1) (g) of the said Act. The said erratum was put up on the notice board of the said club duly signed by the Hon'ble Secretary on 15-12-2004, election officers received a legal opinion from counsel stating that all nominations received by the election officers upto 26-11-2004 which were not accompanied by the mandatory declaration as required under Section 274 (1) (g) of the said Act should be declared as invalid. ( 10 ) MR. Ray, learned Senior Advocate, also contended that a declaration as provided for under Section 274 (1) (g) of the said Act read with the rules framed thereunder is required to be filed along with the filing of the nomination papers by the candidates which is the cut-off date and not immediately after the candidate is elected, as has been held by the Hon'ble first court. He further submitted that His Lordship has held that declaration in Form DD-A could be filed by a successful candidate after he was elected and it was not necessary for the candidate to file such declaration in Form DD-A, at the time of filing his nomination papers and that a scrutiny of the nominations by the election officers could be done, in the absence of such declaration form being filed by the candidates. The list of valid nominations could be displayed on the notice board by the election officers irrespective of whether such nominations were accompanied by the declaration forms as prescribed under the rules framed under Section 274 (1) (g) of the said Act. He further drew our attention to Rule 4 and Rule 9 which are set out hereunder:"4. Duty of statutory auditor to report disqualification.-- (a) It shall be the duty of statutory auditor of the appointing company as well as disqualifying company, as required under Section 227 (3) (f) to report to the members of the company whether any director is disqualified from being appointed as director under Clause (g) of Sub-section (1) of Section 274 and to furnish a certificate each year as to whether on the basis of his examination of the books and records of the company, any director of the company is disqualified for appointment as a director or not. 9. Duty of every director.--Every director in a public company registered under the Companies Act, 1956 shall file Form 'dd-4', prescribed under these rules, before he is appointed or re-appointed. 9. Duty of every director.--Every director in a public company registered under the Companies Act, 1956 shall file Form 'dd-4', prescribed under these rules, before he is appointed or re-appointed. " ( 11 ) ACCORDING to him, if such procedure is accepted, in that case, while the members are casting their votes on the date of the annual general meeting would not know which particular candidate is eligible to be elected or has incurred a disqualification under the rules. According to him, it would lead to an anomalous situation where a candidate after being elected could subsequently be disqualified, if he is unable to furnish the declaration in Form DD-A as required under the rules. However, an elected candidate is found to be subsequently disqualified by reason of operation of Section 274 (1) (g) of the said Act, then re-poll would have to be held to determine which candidate is to be elected in place and instead of the disqualified candidate. Filing of Form DD-A along with the nomination papers would ensure certainty and finality in the election results. ( 12 ) HE further submitted that none of the plaintiffs though directors of other public limited companies and having aware of the provisions of the said Act, had filed their declaration under the said rules on 26-11-2004 which was the last date for nominations. It is a fact that their nominations were erroneously put up on the notice board as valid nominations. According to him, an erroneous decision of the election officers cannot give a right to a candidate, who is not eligible, to insist that elections be held in accordance with the nomination list put up by the election officers on 26-11-2004. ( 13 ) HE also relied upon a case of Vidya Charan Shukla v. Purshottam Lal Kaushik where the Hon'ble Court decided whether or not the candidate was disqualified at the date of scrutiny of the nomination papers. He further relied upon another decision in Amrit Lal v. Amba Lal Patel and submitted that election was challenged on the ground that he was on the date of scrutiny of nominations, less than 25 years of age--which was the minimum prescribed age under Article 173 (b) of the Constitution of India and as such, is disqualified. He further relied upon another decision in Amrit Lal v. Amba Lal Patel and submitted that election was challenged on the ground that he was on the date of scrutiny of nominations, less than 25 years of age--which was the minimum prescribed age under Article 173 (b) of the Constitution of India and as such, is disqualified. He further relied upon a decision in Deoraj v. State of Maharashtra and submitted that where an interim relief would tantamount to the granting of final relief itself, the petitioner would have to make out a very strong prima facie case. He further contended that such cases would be a rare and an exceptional case. He also submitted that the Hon'ble first court by granting such order in favour of the respondents finally disposed of the suit in question. ( 14 ) HE further contended that even if the order so passed by the Hon'ble first court is given effect to, the next AGM of the said club is held latest by 30-9-2005 for ensuing year 2005-06 and, therefore, he submitted that the special officer should be directed to hold elections for the year 2005-06 by inviting fresh nominations of the members. ( 15 ) HE took a point that this Hon'ble Court has no jurisdiction to entertain the suit since the registered office of the defendant club is situated at 4/1, Sarat Bose Road, Kolkata, which is outside the jurisdiction of this Court and the meeting was also to be held at the said registered office. Accordingly, he submitted that this Court has no jurisdiction to entertain the suit since the court held that erratum was issued by the auditors of the company at their office at 6, Old Post Office Street, Kolkata, within the jurisdiction of this Court. ( 16 ) MR. S. B. Mookherjee, learned Senior Advocate, appearing on behalf of the respondent/plaintiff submitted that it is admitted that on 29/11/2004 after scrutiny of 36 nominations the election officers hung up the names of the candidates whose names were found to be valid after scrutiny and hung up those names in the notice board on 29/11/2004. There was no infirmity or invalidity so far as the names of the plaintiffs/respondents are concerned. There was no infirmity or invalidity so far as the names of the plaintiffs/respondents are concerned. He further submitted that erratum which was issued by the auditor was not even considered at any meeting of the committee members nor was it placed at any meeting of the committee member which would be evident from a letter written by the 13 out of the 21 members regarding the said fact. ( 17 ) ON 13/12/2004, all the plaintiffs/respondents filed the Form DD-A under Section 274 (1) (g) of the said Act and obtained receipts for the same. This fact is not disputed [filing of such declaration forms was mentioned in paragraph 16 (iii) of the petition and admitted in paragraph 15 of the affidavit-in-opposition]. He further submitted that under Section 211 of the said Act, every balance sheet of a company shall give a true and fair picture of the state of the company's affairs as at the end of the financial year and shall be in the prescribed form. Under Section 216 of the said Act, the profit and loss account shall be annexed to the balance sheet and the auditor's report including the auditor's separate special or supplementary report, if any, shall be attached thereto. Under Section 217 of the said Act, there shall be auditor's report by the board of directors. Such balance sheet and auditor's report in printed forms dated 9/11/2004 were circulated to the shareholders along with the notice convening the said AGM. The executive committee appointed the election officers on 9/11/2004. He further submitted that the auditor's report has been manipulated which will be obvious from the following facts : (i) The report is dated 9/11/2004. (ii) The auditor is certifying that none of the Committee members is disqualified as on 31/3/2004 under Section 274 (1) (g ). (iii) So far as the erratum is concerned, the nominations were invited to be filed by the circular letter issued by the committee on 9-11-2004 by 26-11-2004. (iv) Therefore, on 9-11-2004, which is the date of the auditor's report, the nominations had not been filed. The ground for rejection is that the nominations were not accompanied by declaration under Section 274 (1) (g ). (v) Therefore, how could the auditor on 9-11-2004 say that these members were disqualified when the nomination papers had not even been filed? (iv) Therefore, on 9-11-2004, which is the date of the auditor's report, the nominations had not been filed. The ground for rejection is that the nominations were not accompanied by declaration under Section 274 (1) (g ). (v) Therefore, how could the auditor on 9-11-2004 say that these members were disqualified when the nomination papers had not even been filed? (vi) In other words, the first portion of the auditor's report does not tally with the latter portion because the disqualification which requires a certificate from the auditor, as of the last date of the financial year, that is to say, on 31-3-2004. Moreover, even on 29-11-2004, the nominations for the year 2004-05 were found to be valid. The purported rejection was only on 15-12-2004. ( 18 ) HE further submitted that Section 274 (1) (g) of the said Act was introduced by the Companies (Amendment) Act, 2000. Rules have been framed under Section 642 of the Companies Act by the Central Government to carry out the purpose of Clause (g) of Sub-section (1) of Section 274 of the said Act. Rule 9 is as follows :"9. Duty of every director.--Every director in a public company registered under the Companies Act, 1956, shall file Form DD-A, prescribed under these Rules, before he is appointed or reappointed. " ( 19 ) THE election rules of the club were framed long ago and, therefore, do not provide for filing of any declaration regarding compliance with Section 274 (1) (g) of the said Act, nor do the rules fix any time for filing of such declaration forms. The election rules of the club cannot either curtail or enlarge the period fixed by the Act or statutory rules framed thereunder which have statutory force. Rule 9 requires the forms to be filed before a candidate is appointed or reappointed and therefore, it cannot be contended that such declaration form is required to be filed along with the nominations. Nominations were purported to be rejected on 15-12-2004 on the alleged ground that the declarations were not filed along with the nominations. Mr. Mookherjee further contended that this is not the requirement of the Act and the rules, nor even it is the requirement under the election rules of the club. Therefore, such steps could not have been taken by them. Mr. Mookherjee further contended that this is not the requirement of the Act and the rules, nor even it is the requirement under the election rules of the club. Therefore, such steps could not have been taken by them. He further contended that rejection of the nominations filed by the plaintiff/respondent herein are illegal and void which was stayed by an interim order dated 17th December, 2004. ( 20 ) HE further submitted that the respondents are making a fundamental mistake in contending that non-filing of the declaration tantamount to disqualification under Section 274 (1) (g) of the said Act, namely, a person shall not be capable of being appointed as director of a company if such person is already a director of a public company, which has not filed the annual accounts for a continuous period of three financial years or has failed to repay its deposit or interest thereon on due date or to redeem its debentures on due date or pay dividend and such failure continues for one year or more and such disqualifications for a period of five years from the date of the default. ( 21 ) HE also submitted that even if the declaration form is not filed before the appointment or reappointment unless the director concerned comes within the mischief of the provisions of Section 274 (1) (g) of the said Act, he cannot be said to be disqualified for appointment. Therefore, the rejection of the nominations on the ground that the same were not accompanied by the declaration forms is contrary to law and wholly untenable. ( 22 ) HE further submitted that some of the plaintiffs/respondents who are directors of any public companies do not come within the mischief of Section 274 (1) (g) and as such, not disqualified from being appointed as committee members. It is not the case of the appellant that any of the plaintiffs suffered from any disqualification as enumerated in Section 274 (1) (g) of the said Act. In these circumstances, he submitted that the purported rejection of the nominations are invalid and of no effect. ( 23 ) HE further contended that the Hon'ble first court proceeded on that basis and in fact, His Lordship directed the Club to proceed with the holding of the AGM and election on the basis of the nominations already filed. In these circumstances, he submitted that the purported rejection of the nominations are invalid and of no effect. ( 23 ) HE further contended that the Hon'ble first court proceeded on that basis and in fact, His Lordship directed the Club to proceed with the holding of the AGM and election on the basis of the nominations already filed. His Lordship has also appointed a special officer for supervision but the club did not proceed to hold the adjourned AGM and, hence, he further contended that there was no merit and the appeal and application should be dismissed. ( 24 ) WE have heard the learned Counsel for the parties at length. By the Companies (Amendment) Act, 2000 a modification was introduced in the Companies Act, 1956. The purpose of the amendment is to disqualify certain persons from directorship in public companies. A person who has been working as a director in a public company and which has made the following types of default incurs the disqualification. Now, let us see what are such types of default, which has been introduced by the said amendment. It appears that those are: (a) failure in filing annual returns and annual accounts for any continuous period of three financial years; and (b) failure in paying matured deposits or interest on deposits or failure to pay back debenture holders on due date of redemption or the declared dividend, and the default has continued for one year or more. ( 25 ) IT further appears that under Rule 9 it is the duty of every director in a public company registered under the Act, shall file Form DD-A prescribed under these rules before he is appointed or reappointed. In the instant case, it is admitted that on 13-12-2004 all the plaintiffs/respondents filed Form DD-A under Section 274 (1) (g) of the said Act and obtained receipts for the same, which is not denied by the appellant. Therefore, it cannot be said, in our opinion, that there is any violation of any rule by the plaintiff in seeking election by filing their nominations for the post of office bearers or the committee members for the year 2004-05. ( 26 ) IN these circumstances, we have to accept and uphold the contention of Mr. Mookherjee and we do not find any substance in support of the appeal. ( 26 ) IN these circumstances, we have to accept and uphold the contention of Mr. Mookherjee and we do not find any substance in support of the appeal. Accordingly, we do not find any reason to interfere with the order so passed by the Hon'ble first court. We also do not find that there is any violation of the said Rule 9 by the respondents/plaintiffs. Accordingly, we direct the Club to hold such adjourned annual general meeting and further to hold election as directed by the Hon'ble first court under the supervision of the said special officer within a period of three weeks from the date. ( 27 ) BY consent of the parties, this application is being treated as an appeal and we hereby dismiss of the appeal on the above terms.