(1.) THE plaintiff-respondents Nos. 1 and 2 obtained a decree for damages in an action for the tort of deceit against defendants Nos. 1 to 10, the directors of the National Nutriments Ltd. , a public limited company, and defendant No. 11, its agent. Defendant No. 1, S. Chatterjee, who besides being a director of the Company, was also the Managing Director of the Managing Agents of the Company, has come up in appeal.
(2.) THE case of the plaintiffs, in brief, so far as relevant for our purpose, was as follows. In the latter part of 1947, the defendants Nos. 1 to 10 "got printed an alluring booklet styled 'report' on the progress of National Nutriments Ltd. ". The booklet was profusely illustrated, bore testimonials from eminent persons and contained statements as regards dividends and other mattery which conveyed to the reader an impression that the Company was in a very flourishing and prosperous condition and that it had immense promise for the future. In the beginning of October 1948, they sent cut their agent, defendant No- 11, to Jabalpur, armed with the booklet aforesaid to sell to the public the shares of the Company. On or about 2-10-1948 the said agent, defendant No. 11, at labalpur, made to the plaintiff No. 1 the following representations :
(3.) THE defendants Nos. 2 to 11 did not contest the suit and remained ex parte. The defendant No. 1 alone contested the suit and filed his written statement denying the claim of the plaintiffs alleging, inter alia, that all the adverse allegations of the plaint were false except that the Company had mortgaged its assets for Rs. 15,000. He further contended that the Company was a necessary party to the suit; that the Company had gone into liquidation with defendant No. 14 as its liquidator and hence, the suit was barred under Section 171 of the Indian Companies Act, 1913. He also alleged that the suit was barred by limitation.