SUGANDHA MOHAN BHATTACHARJEE Vs. N M MUKHERJEE

JUDGEMENT

(1.) The plaintiff, who is a shareholder of defendant company (Def. 8) has brought two applications in the present suit which was, filed by him with leave under Clause 12 of the Letters Patent for a declaration that certain alleged, meetings of the defendant company held at different dates mentioned in the plaint and certain resolutions passed at the said meetings are illegal, ultra vires and not according to law and not binding on the plaintiff and/or the defendant Company. For the purposes of these two applications it is not necessary for me to state here in detail the facts of this case because it will suffice if I only indicate that the plaintiff's main grievance in the suit as originally filed was that the alleged meetings were held without any notice to him. Of the two applications-now brought By the plaintiff, one is for fresh leave under Clause 12 of the Letters Patent in respect of the amendments sought for in the plaint and the other application is for leave to amend the plaint in the manner indicated in red ink in the Annexure 'A'. The proposed amendment sought to be made is to the effect that the defendant No. 4 and defendant No. 5 were at all material times minors being; under the age of 18 years and as such they were never shareholders or directors of the defendant Company and further that the board meetings or proceedings wherein defendant No. 4 and defendant No. 5 took part and voted are null and void and of no effect and also the resolutions passed at the said meetings were and are null and void and of no effect. In the proposed amendment the particulars of the proceedings wherein the defendants 4 and 5 took part are given, and I find that two new proceedings dated 20-8-1956 and 26-7-1956, have been added which were not included in the plaint as originally filed.

(2.) There cannot be any question that the proposed amendment introduces a substantially different cause of action.

(3.) The applications are opposed on the ground that no leave under Clause 12 of the Letters Patent can be given at the time of this proposed amendment nor can leave be given to amend the plaint because the amendment proposed is a new cause of action and further it is inconsistent with the cause of action originally pleaded in the plaint.