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Issues Involved:
1. Authorization to pay extra remuneration to managing agents. 2. Validity of the notice convening the meeting. 3. Jurisdiction to entertain the suit. 4. Internal autonomy of the company. 5. Application of Section 87C of the Indian Companies Act. 6. Validity of the appointment of the managing agent. Issue-wise Detailed Analysis: 1. Authorization to Pay Extra Remuneration to Managing Agents: The core issue was whether Defendant No. 1 company was authorized to pay extra remuneration to its managing agents beyond what was stipulated in the agreement dated 24th February 1932. The plaintiffs contended that the managing agents were entitled only to a nine annas commission in the rupee, as per the agreement, and any additional remuneration was ultra vires and illegal. The trial court agreed, ruling that there was no express provision in the company's memorandum or articles of association authorizing such an increase. However, the appellate court found that the provision related to the appointment and remuneration of the managing agent was not a condition within the meaning of Section 10 of the Indian Companies Act, and thus, the company could regulate this detail without a special resolution. The appellate court relied on precedents such as Ramkumar Potdar v. Sholapur Spinning & Weaving Co. and Ramachandra Lalbhai v. Chinubhai Lalbhai to support this view. 2. Validity of the Notice Convening the Meeting: The plaintiffs argued that the notice dated 21st June 1949, particularly item (5) regarding extra remuneration, was vague and invalid. They cited Narayanlal v. Manekji Petit Manufacturing Co., where resolutions were invalidated due to insufficient disclosure in the notice. The appellate court, however, found that the notice was clear and specific, and the plaintiffs had ample opportunity to object before the meeting. The court concluded that the notice was valid and the resolution passed was legal. 3. Jurisdiction to Entertain the Suit: The defendants contended that the court lacked jurisdiction to entertain the suit as it pertained to the internal management of the company. The appellate court did not explicitly address this issue in the judgment, focusing instead on the substantive issues of authorization and notice validity. 4. Internal Autonomy of the Company: The defendants argued that decisions regarding remuneration were part of the company's internal autonomy. The appellate court supported this view, stating that the company had the right to regulate the details of its management, including remuneration, without requiring court intervention or a special resolution. 5. Application of Section 87C of the Indian Companies Act: The plaintiffs argued that Section 87C of the Indian Companies Act, which required a special resolution for extra remuneration, applied as the managing agent was appointed after the commencement of the Indian Companies (Amendment) Act, 1936. The appellate court disagreed, noting that Defendant No. 5 replaced the deceased managing agent by virtue of the existing agreement and not as a new appointment post-1936. Thus, Section 87C did not apply, and no special resolution was necessary. 6. Validity of the Appointment of the Managing Agent: In a related appeal (First Appeal No. 549 of 1951), the plaintiffs challenged the validity of the appointment of Seth Narottamdas Jethalal as the managing agent. The trial court dismissed this challenge, and the appellate court noted that the appeal had become moot due to the death of Seth Narottamdas. Consequently, the appeal was dismissed as the plaintiffs' right to sue did not survive against the heirs and legal representatives. Conclusion: The appellate court allowed First Appeal No. 134 of 1951, set aside the trial court's decree, and dismissed the plaintiffs' suit with costs. The cross objections were also dismissed. First Appeal No. 549 of 1951 was dismissed due to the death of the original defendant, with no order as to costs.
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