Curgenven, J.

1. The suit out of which this appeal arises relates to a Company known as the United India Life Assurance Co., Ltd. and the circumstances which gave rise to the dispute are briefly these. The Directorate of the Company is composed of two Policyholders Directors elected by the policyholders and of a certain number of Shareholders Directors. The ordinary general meeting for the election of Shareholders Directors was fixed for the 13th October, 1930. The Articles of Association had contained a provision that the number of Shareholders Directors should be six, and that two should retire in rotation, their places being filled by election at the meeting. But this number had been by amendment of the articles reduced to five, and it was provided, as a special case, that at the General Meeting of 1930 the six Directors should vacate office and that not more than five should be elected in place of them. At the meeting the 3rd defendant, who was at the time the Chairman of Directors, took the chair, and, it being decided to fill all five vacancies, a vote was taken by show of hands, and five persons were declared elected. A poll was then demanded, and the Chairman directe