Ramaswami Gounder, J.-This is a petition filed under Article 226 of the Constitution for a writ of mandamus or any other appropriate writ or order, directing respondents to forbear from enforcing in any manner the resolution passed by respondents 2 to 9 on 7th April, 1956. There was a prayer for a similar writ in regard to the convening of the annual general body meeting of 29th June, 1956; but we are leaving that out of consideration, because that date is now long past and no meeting took place on that date. The petitioners are a firm of AL.AR. Arunachalam Chettiar, represented by four partners whose names are set out in the petition. The first respondent is the Kaleeswarar Mills, Ltd., Coimbatore and respondents 2 to 9 are its present Directors. The first respondent-Mills was incorporated as a limited liability Company in 1906 with the object of carrying on the business of spinning and weaving of cotton yarn and cloth. In consideration of the services rendered by the petitioner-firm in the promotion of the Company, it was then agreed, and it was also put into the Memorandum of Association as clause 6 which runs thus:

“In consideration of the services rendered by the Firm of M/S AL. AR. Arunachalam Chettiar in promoting and starting the Company, the Firm of M/S AL. AR. Arunachalam Chettiar and the farm of Devan Bahadur P. Somasundaram Chettiar of Devakottah their Heirs Executors or Administrators shall hereditarily be the Secretaries and Bankers of the said Company and the said firms as from time to time constituted shall continue to be the Secretaries and Bankers of the Company and Mr. P. Somasundaram Chettiar shall be appointed the Local Agent of the Company by the said Secretaries and Bankers and shall continue to be such Local Agent of the Company until his life time, and his successor or successors shall be appointed by the said Secretaries and Bankers The Secretaries and Bankers shall receive a commission of 2½ pies per lb.on all yarn and cloth manufactured by the Company as their remuneration including that of the local agent so appointed by them.”

The hereditary rights of being the secretaries and the bankers of the Company under the memorandum were also incorporated and detailed in the Articles of Association 131 to 136. It will thus be seen that in conformity with the memorandum and Articles of Association the first respondent mills was being managed by the two firms specified therein. The said Somasundaram Chettiar functioned as their Local Agent till his death in 1929, leaving his adopted son, P.S. Sathappa Chettiar. The latter acted as Local Agent for some time, and he died in March, 1950. But even earlier as a result of the compromise decree obtained in some suits filed in the Coimbatore District Court, AL.AR. Kalairaja Chettiar, one of the members of that firm was finally appointed as the Local Agent.

That continued till March, 1954, when certain important changes were introduced in the management of the affairs of the Company. All that is recorded in the minutes of the proceedings of the Board of Directors held on 20th March, 1954. It took note of the fact that the financial position of the Mills was unsatisfactory and that the Mills was not working for more than a fortnight resulting in a huge loss to the Mills as also the attachment of the properties of the Mills by the Income-tax Department’ and the further fact that the Mills could not start work without adequate finance raised’ for that purpose. The Local Agent, Kalairaja Chettiar withdrew from his office for a period of two years, agreeing not to exercise during the period of his leave any of the powers, authority and duties pertaining to the office of the Local Agent though he was permitted to continue as the ex-officio Director of the Company ‘It was further resolved that the offer of Sri P. S. S. Somasundaram Chettiar, the adopted son of the said Sathappa Chettiar, to advance or to procure the advance of 15 lakhs of rupees to the Company on the simple

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