The main legal point established in the judgment is that the process of holding the poll is a continuation of the general meeting until the poll is taken, and the shareholders have the right to elect directors.

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 directed that it should be held at the Companys Office on Monday, the 20th October, between the hours of 4 and 6 p.m. and appointed the Companys Manager, Mr. Church, Returning Officer, for the purpose of taking it. In thus allowing a week to elapse before the poll was taken, the Chairman incurred the disapproval of the 1st plaintiff, one of the shareholders, who addressed to him on the 15th a letter protesting against his action, and pointing out that, since all the Shareholders Directors had retired on the 13th, the shareholders must during the interval remain wholly unrepresented, and the operations of the Company come to standstill, because the two Policyholders Directors were be-low the minimum number authorised to transact business. This letter was certainly most provocative in tone, and perhaps explains, though it may not julstify, what happened next. On the 16th the two Policyholders Directors appointed two other persons--the Chairman himself and the 4th defendant--thus bringing the number of Directors up to four, the minimum number required by Article 88 to act in the name of the Company. It will be for consideration whether this action was within their powers. It evoked from the 1st plaintiff another letter, written the day before the date fixed for the poll, condemning this procedure and expressing the apprehension that advantage was intended to be taken of it to hold a poll only in respect of the three remaining vacancies. What happened--whether by accident or design we are not now concerned to inquire--more than justified his misgivings. On the 20th, at the appointed time, a number of shareholders assembled at the. Office of the Company, but neither did the Returning Officer appear nor were any other arrangements made for holding the poll. They waited there and eventually dispersed. The explanation given is that Mr. Church was unable to attend through sudden illness, and that a message which he sent to the Chair-man in the course of the afternoon was not delivered as the Chairman had shortly before left Madras on a visit to a sick relative. No further attempt was made to take a poll, and indeed, whether rightly or wrongly, the four persons at that time claiming to be Directors, defendants 1 to 4, two days later took the line best calculated to demonstrate their refusal to adopt the course by "co-opting" three more Directors, defendants 5 to 7, thereby bringing their number up to the maximum. The four plaintiffs, as shareholders, filed their suit on the 24th October, praying inter alia that these appointments might be declared illegal and invalid, and that the Court should direct ,a poll to be taken to elect five Shareholders Directors to the existing vacancies.

2. The learned Judge who tried the suit, Waller, J., has dismissed it upon a prelimina