JUDGMENT :

J.C. Shah, J.

On November 13, 1946, the United Hindustan Films Ltd. was incorporated as a public limited company with its head office at Calcutta, "to carry on the business of cinematographic trade and industry and particularly the film industry both silent and talkie, ... to manufacture and deal in educational films, commercial and agricultural pictures and to purchase films or to take on hire films from other film producers." By Clause 31 of the memorandum of association, the company was authorised to employ brokers, commission agents and underwriters for sale of shares and debentures and to provide for their remuneration. The articles of association provided that the company may pay a commission for subscribing or agreeing to subscribe for any shares or agreeing to procure subscribers for any shares, but so that the commission in respect of the shares shall not exceed ten per cent. of the shares subscribed or to be subscribed. The articles also provided that " Messrs. Eastland Trust" a firm will be appointed managing agents for a period of twenty years with authority, inter alia, to appoint underwriters on a commission of ten per cent. on sale of shares of the company s