( 1 ) THE facts leading up to the present reference as found or admitted or as are matter of record, are shortly, as follows: m/s. Albert David Ltd. , the assessee, was promoted in 1938 by one named Albert Judah Judah as a private limited company. In 1948, the assessee was converted into a public limited company. Judah and his wife owned more than 90 per cent. of the ordinary shares of the assessee till September, 1954. Judah was also the largest holder of the preference shares of the assessee and was appointed its managing director for life under its articles ratified by an agreement between him and the assessee. Judah inducted Dr. S. L. Mukherjee, a chemist, in the business of the assessee. Dr. Mukherjee was made a director of the assessee in July, 1940, when Judah made a gift of 1,000 ordinary shares of the assessee to Dr. Mukherjee.

( 2 ) SUBSEQUENTLY, by the middle of 1954, the relationship between Judah and Dr. Mukherjee became strained and disputes arose between them. Dr. Mukherjee ultimately contended that Judah had ipso facto vacated his office as director of the assessee. A number of important resolutions were passed at a meeting of the board of dire