ORDER :- In September 1946, Kesavaraman Chettiar along with some others as partners was running a talkie house in Paramakudi called Jai Hind Talkies. On 11-6-1951 the business was converted into a limited liability company. The shares were each of the face value of Rs. 2,000. 152 shares were issued of which 144 were subscribed. Kesavaraman Chettiar held eight snares.

Article 13 of the Articles of Association of the company provides that the qualification of a director shall be the holding of at least five shares in the company registered in his name. Article 15 provides that Kasavaraman Chettiar shall be the managing director.

Under Article 16 the remuneration of the managing director is fixed at Rs. 200. per month with an option to the directors, subject to the approval of the general body, to pay additional remuneration to the managing director.

Art. 17 provides that the whole affairs of the company shall, subject to the control and direction of the Board of Directors, be managed by the managing director. Art. 18 provides that Kasavaraman Chettiar shall be the ex-offlcio director of the company and he shall not be subject to retirement by rotation.

2. Dissensions, however, s