JUDGMENT

Nasim Ali, J. - The Dhakeswari Cotton Mills Ltd., appellant 1 in this appeal, is a joint stock company incorporated under the Companies Act (Act 7 of 1913). It was registered under the Act on 6th September 1922. The registered share capital of the company is rupees thirty lakhs divided into three lakhs shares of Rs. 10 each. Appellants 2 to 4 are the Managing Directors and appellants 5 to 10 and respondents 2 to 5 are the Directors of this Company. Respondent 1 purchased 20 shares of the Company on 17th December 1926. By Article 63 of the Articles of Association of this Company it is provided that the monthly salary of the Managing Director or Managing Directors in any case shall not exceed Rs. 1,000 and the rate of commission payable to them shall not exceed more than 5 per cent. of the net profit. On 30th April 1933 a general meeting of the share-holders of the Company was held to consider a special resolution for altering these provisions in Article 63 with the object of increasing the monthly allowance of the Managing Director or Managing Directors to Rs. 1,500 and the commission to 7 per cent. of the net profits, if the profit would exceed 10 per cent. of the subscribe