PRAKASHCHANDRA Vs. SWARUPCHAND HUKUMCHAND

JUDGEMENT

(1.) THIS appeal is from the dismissal of the appellant's suit for (1) a declaration that the resolution passed on November, 14, 1949, in a special general meeting of the Hukumchand Mills Ltd (defendant No 7 or respondent No. 14) hereafter called the company; was ultra vires the company, was fraudulent and collusive to the detriment of the pecuniary interest of the minority shareholders and was aimed at illegally appropriating the profits of the company into the pocket of the Managing Agent, was oppressive to the minority and was against natural justice; (2) a declaration that the company was not competent to give retrospective effect to the said resolution dated -November 14, 1949; and (3) a decree for rendition of accounts from the Managing Agent, firm Swaroopchand Hukumchand and Co. (defendant No.1) or (respondent No.1, hereinafter called the firm) for the period from May 18, 1915, to November 18, 1945

(2.) ON September 16, 1954, Prakashchandra, the appellant purchased a share of Rs 100/ - and became a share holder of the company. On November 21, 1955, he instituted the suit in the following capacities; (i) individual; (ii) representative; and (iii) derivative. Sir Seth Hukumchand was defendant No. 2, He died during the pendency of the suit. His legal representatives were brought on record. Defendants 3 to 6 were the other members of the said joint Hindu Family firm during the relevant period.

(3.) BY a resolution dated May 24, 1922, clause 3 was amended so as to raise the percentage of commission from 14 percent to 16 percent with effect from July 1, 1922 (Ex.P.2).