( 1. ) THIS appeal is from the dismissal of the appellants suit for (1) a declaration that the resolution passed on November 14, 1949, in a special general meeting of the Hukumchand Mills Ltd. (defendant No. 7 or respondent No. 14) hereafter called the company was ultra vires the company, was fraudulent and collusive to the detriment of the pecuniary interest of the minority shareholders and was aimed at illegally appropriating the profits of the company into the pocket of the Managing Agent, was oppressive to the minority and was against natural justice; (2) a declaration that the company was not competent to give retrospective effect to the said resolution dated november 14,1949; and (3) a decree for rendition of accounts from the Managing Agent, firm Swaroopchand Hukumchand and Co. (defendant No. 1) or respondent No. 1, hereinafter called the firm for the period from May 18, 1915, to November 18, 1945.

( 2. ) ON September 16, 1954, Prakashchandra, the appellant purchased a share of Rs. 100 and became a shareholder of the company. On November 21, 1955, he instituted the suit in the following capacities; (i) individual; (ii) representative; and (iii) derivative. Sir Seth Hukumchand was defendant no. 2. He died during the pendency of the suit. His legal representatives were brought on record. Defendants 3 to 6 were the other members of the said joint Hindu Family firm during the relevant period.

( 3. ) THE Company (Hukumchand Mills Ltd.) is a company incorporated under the Indore Companies Act, 1914, (No. 6 of 1914) (hereinafter called the act ). That Act bodily incorporated the Indian Companies Act, 1913, subject to certain modifications which were contained in a schedule. It was published in the Holkar State Gazette dated September 28, 1914. On May 18, 1915 the company appointed the firm (Firm Swarupchand Hukumchand and Co.) as their Managing Agents, Secretaries and Treasurers under the Act. Clause 3 of the managing agency agreement entitled the firm to receive from the company a commission of 14 per cent on the net profits of the company, which may remain after deducting the actual expenses only and without making any deduction on account of depreciation or otherwise. A fixed sum of Rs. 1000 per month was the minimum remuneration guaranteed (Ex. P-1 ).

( 4. ) BY a resolution dated May 24,1922, clause 3 was amended so as to raise the percentage of commission from 14 per cent to 16 per cent with effect from July 1, 1922 (Ex. P. 2 ).

( 5. ) ON May 1, 1926, the Indore Industrial Tax Rules, imposing an Industrial tax, which admittedly was in the nature of income-tax, came into force.

( 6. ) ON September 17, 1944, came into force the Indore Excess Profit duty Order. That Order was, however, repealed in 1946.

( 7. ) ON November 1, 1948, the firm tendered their resignation (Ex. P. 9)with effect from January 1, 1948, stating that they were desirious of resigning their offices as Secretaries, Treasuries and Agents for various reasons under the stress of real difficulties and with a view to the smooth and proper working of the Company and in the larger interest of the Company and its shareholders. This resignation was accepted on November 14, 1949, with retrospective effect from January 1, 1948.

( 8. ) DURING the entire period of their managing agency, the firm drew their commission on the basis of the annual profits which were always calculated and arrived at after deducting the actual expenses, incurred but without making any deductions for any taxes (e. g. for Industrial Tax and the Excess profit Duty ). On November 14, 1949, before passing its resolution accepting the Managing Agents resignation, the company resolved as follows:-

"that in the clause 3 of the Agreement dated the 18th day of May 1915 made between the company and the Secretaries, Treasurers and Agents Messrs. Swarupchand Hukumchand and Company, the following words be added after the word depreciation:-industrial Tax, Excess Profits Duty, Income Tax or Super Tax, Co