JUDGMENT : - This is a suit filed by the plaintiff, who admittedly was one of the joint managing directors and a director of the first defendant company, against the first defendant company and. his co-directors for a declaration that the resolution dated 23rd September, 1957 passed by the Board of directors of the first defendant company is inoperative and that the plaintiff continues to be the joint managing director and is entitled to act as such managing director and to exercise all rights and powers to carry out all duties assigned to him as such managing director.

(2) The facts relevant to the decision of the disputes herein are not in dispute, with the result that no oral evidence whatever has been led. The only evidence led is documentary evidence, the same being relevant and necessary for the purpose of the decision herein. It is therefore not necessary to set out the contentions as contained in the pleadings of the parties. It will suffice to set out the facts which give rise to the disputes herein.

(3) The first defendant company is a private limited company. At all relevant times the plaintiff and the defendants Nos. 2 to 8 have been directors of the first defendant company. The first defendant company are the managing agents of two public limited companies, being The Kamani Metals and Alloys Ltd. and the Kamani Engineering Corporation Ltd. The plaintiff and the 8th defendant are directors of another private limited company called the Shanta Brothers Private Ltd., the plaintiff being also the chairman of the Board of directors, thereof. A finance agreement which is recorded in a writing dated 14th May, 1954 was arrived at between the said Shanta Brothers Private Ltd. and the first defendant company, whereby the former agreed to lend to the latter a sum of Rs. 28 lacs on the terms and conditions recorded in that writing. That agreement in writing is Ex. F before me.

(4) Under the finance agreement the first defendant company agreed inter alia to pledge in favour of the said Shanta Brothers Private Ltd. 4500 ordinary shares of the first defendant company along with the pledge of certain other shares and an equitable mortgage of certain immoveable properties. Clauses 7 (b), (c) and (e) of the said finance agreement run as follows : -

. So long as moneys advanced by the Lenders to the Borrowers under these presents or any interest thereon shall remain unpaid the Borrowers shall

a)........

b) have subject to the approval of the Central Government if required one representative nominated by the Lenders and approved by the Board of Directors of the Borrowers appointed as a Director on their Board of Directors with a monthly remuneration of rupees one thousand and five hundred and all such allowances as are allowed by the Borrowers to their other Directors in the same manner and to the same extent and such remuneration and allowances shall be paid to him so long as he takes active interest as a Director in the management of the affairs of the Borrowers and of the said Kamani Metals and Alloys Ltd. and Kamani Engineering Corporation Ltd. of which the Borrowers are the Managing Agents and such appointment shall be made immediately after the first advance is made by the Lenders under these presents and such remuneration shall commence from the date of the first advance Provided However that if any such representative shall be a brother of Major General Shamsher Jung Bahadur Rana, the Chairman of the Lenders or any relative or member of his family then and in such cases he will not be required to be approved by the Board of Directors of the Borrowers;

(c) get subject to the approval of the Central Government if required Major General Shanta Shamsher Jung Bahadur Rana the chairman of the Lenders or any other person nominated by the Lenders appointed as a Director on the Boards of Kamani Bros. Ltd., Kamani Metals and Alloys Ltd. and Kamani Engineering Corporation Ltd. Provided that no person nominated by the Lenders and not being a r

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