VEERASWAMI J.

Defendants Nos. 1 to 3 and 8 have appalled from the judgment of the District Munsiff of Coimbatore for the plaintiffs declaring that they continued to be directors of Sri Arthanari Transport [p] ltd., the first defendant, and restraining the defendants from preventing them from exercising their office of directorship and participating in the management of the company. The appeal was originally filed in the court of the Subordinate Judge at Coimbatore, but by an order of this court on the company side it stood transferred to this court. Though the appeal was valued at Rs. 800 in the first instance, on an application by the appellants, the appeal has been placed before a Division Bench on a view that the value of the subject matter exceeded Rs. 7500 under Chapter I, rule I clause 3[d] of the Appellate Side Rules

The Main question in the appeal is whether the District Munsiff was right in his view that the plaintiffs were subscribers to the memorandum of association of the first defendant and were amount the members of its first board of directors. The first defendant was registered as a company on February 16, 1959, . Its registered office was to be in the State of Madras and its primary object was to carry on transport business. it has a share capital of Rs. 1 lakhs divided into thousand shares of Rs. 100 each. The qualification of a director under the articles, would be the holding of at least fifty shares of the company. The plaintiff case is that they and defendants Nos. 2 to 8 had agreed to take fifty shares each for becoming directors and subscribed to the memorandum or articles of association which were registered. The plaintiffs were thus appointed along with defendants Nos. 2 to 8 as directors of the company and the fact was mentioned in the articles themselves. They are entitled to hold office in that capacity for life and are neither removable nor do they retire. As directors named in the articles of association, there was no allotment as such made in their favour. The plaintiffs paid Rs. 101 each towards the shares at the inception and tendered the balance of share money for their shares. The second defendant, the managing director, was improperly evading to receive the same. At no time did they state that they were unwilling to be directors; nor were they called upon by the first defendant by notice, as required by law, termite the share money due from them. It was however made out that by resolution of the general body dated March 5, 1959, the plaintiffs were removed from directorship in accordance with their own wishes, while in point of fact the plaintiffs never expressed any such desire either orally or in writing. To the knowledge of the plaintiff no meeting of the board of directors had been held for allotment of the balance of shares they had taken and though they understood that the general body meeting of the shares had been called for on March 19, 1960, they had not received any notice of it. The plaintiffs continue to be directors and the declaration sent by the first defendant to the Registrar of companies that the plaintiffs had ceased to be directors as they desired to be removed and for non payment of the minimum qualification of directors share value was improper. The defendants had no right to remove the plaintiffs form their directorship and the communication to the Registrar of companies was illegal, fraudulent and ultra vires the pores of the company. On these averments, the plaintiffs prayed for a declaration that they continued to be directors of the first defendant company and for an injection restraining the defendants and enabling the plaintiffs to exercise their office of directorship and participate in the management of the companyThe second defendant filed a written statement which defendants Nos. 1, 3 and 8 have adopted. the rest of the defendant, the plaintiffs and defendants Nos 2 to 8 no doubt wanted to form a transport company under the name and style of Thiru