There are in the main two interesting questions of company law involved in this case : (1) whether the suit out of which this second appeal arises in maintainable; and (2) whether a resolution of the shareholders of a company known as Vel Brothers Ltd. (hereinafter to be referred to as the company) of the 3rd November, 1948, removing the plaintiff from its managing directorship, and appointing the first defendant as managing director instead, is invalid or illegal. The facts which require to be stated for appreciating the point arising for decision are these. The first and the second defendants called upon the managing director, the plaintiff, by letter dated 28th September, 1948, to convene a meeting for electing a new managing director in place of the plaintiff. The reply of 27th October, 1948, that was given to it by the plaintiff was that since the general meeting was anyhow going to be held on 30th December, 1948, the matter might be considered at that juncture. Finding that the plaintiff did not take action on their letter within 21 days the requisitionists sent noticed to all the members of a meeting proposed to be held on 3rd November 1948, at the registered office of the company at 5 p.m. The subject, it was said, was the election of a managing director in place of the plaintiff. It may also be stated that in a letter written by the plaintiff. It may also be stated that in a letter written by the plaintiff, Ex B. 11 of the 27th October, 1948, the himself had expressed an intention to move a resolution at the meeting to be held on 3rd November, 1948, that the company be wound up voluntarily. On 3rd November, 1948, it appears however that the meeting could not be held at the premises of the registered office at the time fixed because the premises were locked. As the lower appellate court has found, the shareholders who were assembled at the registered office for the purpose of the meeting accordingly moved on to the premises at No. 286, Kallukatti East Street, which is only a few yards off the registered office and there held a meeting at which a resolution removing the plaintiff from managing directorship was passed. The validity of the meeting so held and of the resolution so passed is the subject matter of the present action. The plaintiff complains that the meeting and the resolution are altogether invalid and illegal. The answer of the defendants is firstly that a suit of this character is not maintainable and secondly that the meeting and the resolution are perfectly legal and validThe suit was disposed of by the learned District Munsif of Devakottai on the basis of a certain admission made by the pleader for the plaintiff on the plaint which is to the following effect :-

"I admit for the purpose of this suit that the registered office of the Vel Brothers Ltd., Karaikudi, was not available for the meeting to be held at 5 p.m. on 3rd November, 1948, and that a meeting was held at 5-15 p.m. on 3rd November, 1948, in the premises of door No. 286 Kallukatti Street, and the resolutions complained of by the plaintiff were passed at that meeting." *

No evidence was taken by the learned District Munsif who proceeded on the basis of this admission to deal with the merits of the case after finding the suit to be maintainable as not being a matter of mere internal management or a mere domestic matter on which the court should not interfere. On appeal taken to the court of the Sub-ordinate Judge of Devakottai the judgment of the learned District Munsif has been reversed on both the points. The plaintiff accordingly files this second appeal against the decision of the lower appellate court

As regards the maintainability of the suit the learned Subordinate Judge has applied what he calls the well known rule in Foss v. Harbottle which he defines as being that a court will not interfere with the ordinary management of a company acting within its powers and has no jurisdiction to do so at the instance of the shareholders