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TMI Blog1954 (4) TMI 26X X X X Extracts X X X X X X X X Extracts X X X X ..... sidentship and appointed the second plaintiff in his stead. As the petitioner refused to recognise the validity of his removal and to hand over charge to the person appointed as president, the suit out of which this revision arises was filed by the company by its newly elected president as the first plaintiff, the newly elected president as the second plaintiff, and plaintiffs 3 to 10 being 8 other directors. To this suit were impleaded as defendants, the petitioner as the first defendant, and as defendants 2 to 5 the other four directors stated to be siding with the first defendant and refusing their co-operation to the plaintiffs. The paid secretary of the bank was impleaded as the sixth defendant. The plaint, after setting out the circumstances which necessitated the proceedings for the removal of the first defendant from his office as president, and, after affirming the validity of the proceedings held therefor, went on to state in paragraph 17: "In the circumstances stated above it has become necessary for the plaintiffs to sue for a declaration that the first defendant has ceased to be the president and for an injunction against him from functioning as such and from inter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sons who can maintain a suit for and on behalf of the bank are the president and the secretary. So far as the second plaintiff is concerned his claim to the office of the president has still to be established. The allegation that the sixth defendant was asked to join as plaintiff and refused to do so is false. In any event the articles do not contemplate a suit being filed on behalf of the bank by anybody other than the president and the secretary. The other plaintiffs have also no right to sue on behalf of the bank." Issues were framed in the suit, and the points covered by these paragraphs were raised by three issues, which run as follows: 1.Whether the plaintiff is entitled to the declaration and injunction prayed for? 2.Whether the suit as laid is not maintainable? and an additional issue, 3.Whether the suit is beyond the pecuniary jurisdiction of this court? These there issues were heard as preliminary issues, and the learned District Munsif has held in favour of the plaintiffs on all of them. It is this finding of the District Munsif that is challenged in this revision as erroneous and illegal. The learned counsel for the petitioners argued before me to points. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to be incapable of valuation, and the plaintiff valued that relief at Rs. 20 and paid a court fee of Rs. 2-3-0. An objection was raised by the defendant that a suit for the recovery of the office of managership of the institution was in effect and substance a suit for recovery of possession of the school building, and its properties, and that consequently the court could treat the suit on the footing that all these reliefs were asked for and require the plaintiff to value the same accordingly, and pay the requisite court fee. The learned District Munsif held that the relief for possession of the office of managership was incapable of valuation, and that the plaintiff's valuation could be accepted. SOMAYYA J. who heard the revision petition, held that a suit, where the plaintiff does not in express terms sue for the recovery of possession of the properties of the institution but asks merely for possession of the office, the relief was incapable of valuation, and therefore confirmed the decision of the District Munsif on the point. The next question dealt with was as to the valuation of the suit for purposes of jurisdiction. The properties owned by the institution, including the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eramma v. Butchayya, which is referred to and followed by SOMAYYA J. puts in the category of suits, "whose subject matter is wholly unrelated to anything, which can be stated in definite money terms", suits for a declaration that the plaintiff is a member of a charity committee. The case referred to for this illustration, which is approved in Vasireddi Veeramma v. Butchayya is a decision of BAKE WELL J. in Murza Hyder Ali v. Husain Rasa. The learned Judge stated there: "The plaint in this case does not set out the properties of the charity, or their value; nor even alleged that they consist of land. And the declaration sought relates to an office and not to property. On the other hand it has been held in Kunhan v. Sankara, that a suit for the removal of a karnavan is incapable of valuation and within the jurisdiction of a District Munsif and I think that a suit with respect to an office not of profit falls within the principle of that decision." I respectfully agree with this observation and reasoning. In the present case what is sought for by the plaintiff is merely a declaration to the office and though the holder of such office might enjoy certain powers under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntiff, the suit must fail, for here we have a case where the second plaintiff, who claims to be validly appointed as president is seeking to assert as against the first defendant, and certain other directors siding with him, his right to the office of president. This would certainly be an individual right in respect of which he can get the declaration and injunction without impleading the company as plaintiff. It is, therefore, only as a matter of abundant caution that the first plaintiff has been impleaded and the relief is prayed for in favour of the company also. I am saying this because as the relief prayed for can be granted to the second plaintiff without reference to the other plaintiffs on record, the objection taken by the first defendant can in no sense be taken as a preliminary objection, which must be one which goes to the root of the suit, and which if decided in favour of the defendant, must result in the dismissal or rejection of the suit. The next point for consideration is whether the first plaintiff is properly on record through its president, but with the secretary figuring as a defendant. This point may be viewed from more than one angle. Let us first procee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is to change the articles of association or remove the directors by a special resolution and to appoint other directors in their place by an ordinary resolution. It is also contended that, by adopting these articles, the shareholders must be taken to have divested themselves of the control and management of the company and, even if they are in a majority, they have no right to conduct any litigation on behalf of the company, nor can a numerical majority of the shareholders, at a general meeting of the company, impose its will upon the directors, who can be deprived of their control and management of the company only by a statutory majority which can alter the articles." As on the facts of the case it was a matter of admission that plaintiffs would be able by a majority to assure the passage of a resolution in the general body of members empowering them to continue the suit, their Lordships negatived the contention raised by the defence and held that the suit as framed was maintainable. The argument addressed by the learned counsel for the petitioner in this case is exactly identical with that raised by the appellants before the Federal Court, and I do not see any difference in ..... X X X X Extracts X X X X X X X X Extracts X X X X
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