VAIDIALINGAM, J. :- Defendants 1, 2, 4, 6 and 7 are the appellants before us. The dispute relates to the proceedings of the annual general meeting of the first defendant company held on 22-7-1957.

2. The plaintiffs case is briefly as follows : plaintiffs are the share-holders of the first defendant company. The share capital of the first defendant company was Rs. 1,20,000 divided into 8000 shares of Rs. 15 each. The shares were all fully paid up. The main business of the company was manufacture and sale of different kinds of tiles.

The defendants 2 to 7 are also some of the share-holders of the first defendant company and defendants 2 to 5 are also stated to be the directors of whom defendants 2 and 3 claim to be the managing directors. Defendants 4 and 5 are stated to have been co-opted as directors by the Board of Directors in 1956 and their term would expire on the date of the next annual general meeting.

3. One Naracasseri Krishnan owned 4536 shares in the first defendant company. The said Krishnan died on 2-1-1951 leaving a will giving his properties including the shares in the company to his two daughters who were then minors. The 2nd defendant and one Sumithra Animal, wife of N.S. Krishnan had been appointed executors under the will by the deceased Krishnan.

As the management of the estate was not found conducive or beneficial to the interests of the minors, the High Court of Madras, in O.P. No. 274 of 1952 passed an order on 11-12-1952 removing 2nd defendant and Sumithra Animal from the office of executors and appointed the 8th defendant, the Official Trustee, Madras as the executor and administrator of the estate of N.S. Krishnan. The name of the 8th defendant was duly entered in the registers of the company as holder of the said 4536 shares in the place of N.S. Krishnan after removing the name of the second defendant and Sumithra Ammal who were originally recorded as executors.

Thus the 8th defendant became entitled to all the rights and privileges of a share-holder in the first defendant company as the holder of 4536 shares.

4. The plaintiffs further alleged that the first defendant company has also recognised the 8th defendant as a qualified share-holder and had allowed him to take part and claim all the rights of the share-holder till the annual general meeting of 22-7-1957. The Board of Directors continued in management and at a meeting of the Board of Directors defendants 2 and 3 are stated to have been elected as managing directors on a monthly salary and conveyance of Rs. 1000.

The second and third defendants are in very great financial straits and their management of the company is very prejudicial to the company and the general interests of the share-holders. They are also inimical to the owners of Naracasseri Estate which is a major share-holder of the company. The 8th defendant has already obtained a preliminary decree against the 2nd defendant for accounting in respect of large amounts clue to the estate as the joint executor under the will of N.S. Krishnan.

5. After the 8th defendant was appointed by the Madras High Court as the executor and administrator of the estate, he has been taking very keen interest in the affairs of the company with a view to sec that they are all set right. In December 1954 the profit and loss account and the auditors report and balance sheet for the period ending December 1954 were rejected by the proxy of the 8th defendant.

Similarly, for the year 1955 also they were rejected at the annual general meeting in 1956. At the extraordinary meeting held in 1956 a resolution appears to have been passed electing defendants 2 and 3 as managing directors for a term of 5 years which is illegal and opposed to the rules governing the company.

6. The annual general meeting of the company to approve the audit report, balance sheet, election of three new directors as proposed by the first Plaintiff and for transacting other business was notified to be held on 22-7-1957. The 8th defendant who