1. This is a special case submitted to us under section go of the Civil procedure Code and it raises questions of construction of certain sections of the new Companies Act, 1956. Counsel have drawn our attention to the extremely unsatisfactory drafting of this Act and We must confess that many of its provisions do not suffer from lucidity. We have been told that the new Act has raised many problems for those who have anything to do with the management or running of companies, and the problems brought before us are only a few of those which have arisen in practice. It seems to us unfortunate that a law which is intended to help in the development of companies in our country and also to put down abuses- which were noticed in the working of companies and especially in the institution of the managing agency which is peculiar to our country, should not have been couched in clear and more precise language. That, however, is a matter for Parliament. Our concern is to take the law as we find it and do the best that we can.

2. The plaintiff in this case is a shareholder of the first defendant company and the second defendants are the managing agents. They were appointed managing agen