(1.) I would have taken time to consider the typed note handed up to me by Mr. Roy on the question of law but for two reasons, one is that the real point is one of those which must be largely a question of opinion on the construction and language of the Articles of Association, and upon that I have come to a conclusion; the other is that I am anxious that the next suit should be called on and that this matter should go back to the company, if that course is possible. The real trouble with this unfortunate matter is that in this company there are at least three groups of opinion. There are, first, the amalgamationists; there are, second, the isolationists; and there are, third, the re-insurers, who are amalgamationists in another form. The question is, which of these groups is the genuine Genuine Insurance Company. That is the essence of the matter. As a result, there have been since the latter part of October last two separate organizations, two rival boards of directors.
(2.) This suit is in substance one by a member of what I shall call the "c" board for declarations which will oust the "b" board. The meaning of these two symbols will appear from the facts which in a simplified form I will now set out. The company is an Insurance Company on a modest scale. Recent legislation has imposed certain presumably necessary burdens or conditions upon such insurance companies in the interests of policy-holders. The directors, whom I will call the "a" board, who were functioning prior to 1 October 1939, were as follows: I number them, because although I am at this stage now more familiar with their names, the names are at first very confusing: (1) Kumud Chandra Roy Chowdhury; (2) Khetra Mohan Chaterjee; (3) Sailendra Nath Bose. These three had been elected by the share- holders; (4) Subodh Mitra (elected by the policy-holders); (5) Sailen Sircar; (6) Hiralal Ghose; (the last two being appointed by the managing agents, and therefore, under the articles, permanent).
(3.) On 29 September 1939 was issued a notice of the ordinary general meeting to be held on 16 October, with the usual business including the election of directors in place of the retiring directors. On 1 October, there were two directors meetings, at which a proposal to amalgamate with the Aryasthan Insurance Company was discussed and in substance adopted, a course due to the pressure of the new Act. The proposal to amalgamate involved the bringing in of the directors of the latter insurance company, and the six persons whose names I am about to give were on 1 October co-opted as additional directors : (1) Sir Manmatha Nath Mukerji, (2) the Raja of Nasipur, (3) Khan Bahadur M. A. Momin, (4) Rai Bahadur A. C. Banerji, (5) Mr. Santosh Kumar Basu and (6) Miss Jyotirmoyee Ganguli. Mr. S. C. Roy, manager of the Aryasthan Insurance Co., was appointed manager. It was also decided that three members of the "a" board should resign as from that date in order that the total number should not exceed the limit of nine. On 7 October, a further board meeting was held, at which it was decided to convene an extraordinary general meeting to obtain the final approval of the shareholders to the amalgamation. That notice was sent out on 11 October for the 31st.