Satyanarayana Rao, J.-This appeal relates to a dispute between two rival groups of shareholders of Kaleeswarar Mills, Ltd., Coimbatore, each attempting to obtain control over the management of the company. For this purpose, these two factions have engaged themselves in a battle of wits for a long time with the result that the business of the company has been seriously affected. For the purpose of this appeal, it is not necessary to advert to the incessant quarrels between the two groups since 1931. It would be sufficient to start from 1948. The two factions are led by Sathappa Chettiar on the one hand who represents the plaintiffs group and A.L.A.R. family consisting of three brothers of whom the eldest, Kalairaja Chettiar is the leader. The annual meeting of the company which is the first defendant in the case, for the year ending 1947, was held on 30th September, 1948. The agenda paper for that meeting contained four subjects:

1. To receive and adopt the directors’ report and the audited profit and loss account for the year ended 31st December, 1947, and the audited balance sheet as at 31st December, 1947;

2. To elect directors in the place of the two directors who retired by rotat

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