- (1.) THIS is a plaintiffs' appeal against an order of the learned Civil Judge of Deoria confirming a previous order of his predecessor dated 31-5-1952. By this order the learned Civil Judge had allowed an application for the grant of a temporary injunction in favour of the plaintiffs, as prayed for by them. The plaintiffs had prayed for the issue of an ad interim injunction restraining the defendants from acting on the basis of the resolutions said to have been passed at a meeting of the shareholders of the company on 24-4-1952; and from taking any steps in pursuance of or in furtherance to those resolutions, until the decision of the suit. The resolutions referred to were ten in number, but it is not necessary to reproduce them here.
(2.) PLAINTIFF 1 is Padrauna Raj Krishna Sugar Works Ltd. , and plaintiff 2 is Kr. Rudra Pratap narain Singh, the Managing Director of plaintiff 1. Defendants 1 to 10 are the Directors or the shareholders of the said company. Padrauna Raj Krishna Sugar Works Ltd. is a public limited liability company which was incorporated in the year 1921. The first Managing Director of the company was Rai Bahadur Warain Singh, father of plaintiff 2 and defendants 1 to 3, and he continued as the Managing Director till the date of his death, namely, 13-6-1941. After his death, the eldest son, plaintiff 2, was appointed as the Managing Director of the company for a period of 20 years on a remuneration of Rs. 1000/- per mensem, and a commission of 7 per cent. on the net profits of the company. The appointment of plaintiff 2 as the Managing Director for a period of 20 years is mentioned in Article 104 of the Articles of association, and there was also an agreement on 2-9-1941 between the company and plaintiff 2, one of the terms of which was that plaintiff 2 was appointed as the Managing Director for a period of 20 years on the remuneration mentioned above. It was further provided that he could not be removed from the office excepting by an extraordinary resolution passed at an extraordinary general meeting of the company to be convened for the express purpose, of which meeting three months' notice should be given to each shareholder. At that meeting at least half the members of the company for the time being entitled to vote should, be present in person or by proxy, and not less than 3/4th of the paid up share capital should be represented.
(3.) WE might mention here that the entire paid up capital of the company amounts to a sum of Rs. 14,36,500/- divided into 2873 shares of the value of Rs. 500 each, Plaintiff 2 continued to act as the Managing Director for a period of about ten years, and no complaint appears to have been made against the manner in which he was conducting the management.;