The main legal point established in the judgment is the interpretation of company law provisions, specifically the requirements for ordinary and extraordinary resolutions as outlined in the articles of association.

Lord Greene.-

This is an appeal from a judgment and decree of the High Court at Fort William affirming on appeal a judgment and decree of the same Court in its original jurisdiction. The questions raised in the litigation relate to the validity of two resolutions of the respondent company Lothian Jute Mills Ltd., (hereinafter called "the Company"). By the first of these resolutions (which were passed at a requisitioned general meeting of the Company held on 3rd June 1945), the appellants (other than S.P. Bose, who was one of the requisitionists), seven in number, were appointed to be directors of the Company in addition to the four existing directors, one of whom was the respondent Dr. Satya Charan Law. By the second resolution it was resolved that the termination of the appointment of the managing agents of the Company, Messrs. Andrew Yule and Co. Ltd., was to be recorded and in any event that they were thereby forthwith removed from their office. In the action the respondent Dr. Law on behalf of himself and all other holders of shares in the Company attacked the validity of both resolutions and sought appropriate relief. The defendants were the eight appellants and the respondent H. H. Commanding General Hiranya Shamsher Jung Bahadur Rana, another of the requisitionists, who has taken no part in the proceedings. The ground on which the validity of both resolutions was attacked was that under the articles of association of the Company they could only have been passed effectively as to No. 1 by a special and as to No. 2 by an extraordinary resolution whereas the majority by which they purported to be passed was admittedly insufficient for those purposes; and that the rights of the minority had been illegally infringed accordingly. At the trial McNair J. held that both resolutions were invalid; he made declarations to that effect and granted consequential injunctions. This decision was affirmed on appeal by a Court consisting of Derbyshire C. J. and Gentle J.

2. The question as to the validity of resolution No. 1 depends upon the true construction of certain of the articles of association of the Company. These so far as relevant are as follows :

"DIRECTORS.

109. The number of the Directors shall not be less than three nor more than four.

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111. The Directors shall have power at any time and from time to time to appoint any person, other than a person who has been removed from the office of a Director of the Company under Art. 127, as a Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed. But any Director so appointed shall hold office only until the next following Ordinary General Meeting of the Company and shall then be eligible for re-election.

112. The qualification of a Director, other than an ex-officio Director, shall be the holding of, in his own name or jointly with any person whether beneficially or as a trustee for any company or person or otherwise, Ordinary Shares in the Company of the nominal value of Rs. 5,000.

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ROTATION OF DIRECTORS.

121. At the first Ordinary Meeting of the Company to be held in every year, one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest to one-third shall retire from office.....

122. The Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day those to retire shall unless they otherwise agree among themselves) be determined by lot.

123. A retiring Director shall be eligible for re-election.

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125. If at any meeting at which an election of Directors ought to take place the places of the vacating Directors are not filled up, the meeting shall stand adjourned till the same day in the next week at the same time and place, and if at the adjourned meeting the places of the vacating Directors are not filled up, the vacat