Company as plaintiff remains maintainable when majority shareholders support action against allegedly wrongful directors.

A company need not be struck off as plaintiff where the alleged wrongful and fraudulent acts are attributed to its controlling directors and the shareholders' majority supports continuation of the suit in the company's name. The text explains that, although a company ordinarily sues through proper human agency, that principle does not require removal of the company as plaintiff when the directors whose conduct is challenged are unwilling to proceed. It also notes that the objection under Order 29 Rule 1 CPC failed because the person acting for the company asserted that he remained a director competent to depose to the facts. The suit was therefore maintainable in its present form.

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Issues: Whether the company could be struck off as a plaintiff in a suit alleging wrongful and mala fide acts by the directors, where the shareholding majority supported the continuance of the action in the company's name, and whether the suit was maintainable under Order 29 Rule 1 of the Code of Civil Procedure, 1908.

Analysis: The appeal turned on the principle that a wrong done to a company is ordinarily redressed by the company itself, but that the company acts through an appropriate human agency. The judgment distinguished cases where the directors, though vested with management powers by the articles, were unwilling or unable to sue because the impugned acts were alleged to be their own wrongful acts. In such circumstances, the company need not be deprived of its position as plaintiff merely because the directors objected. The majority support of the shareholders, if convened, was treated as sufficient to sustain the suit in the company's name, especially where the allegations were of illegal and fraudulent conduct by the directors themselves. The objection under Order 29 Rule 1 failed because the plaintiff claiming to act for the company asserted that he remained a director and was competent to depose to the facts.

Conclusion: The company's name was wrongly ordered to be removed from the category of plaintiffs, and the suit was maintainable in its present form.

Ratio Decidendi: Where the alleged wrong is committed by those who control the company and the shareholders' majority supports litigation in the company's name, the company may continue as plaintiff and the court need not strike out its name merely because the acting directors oppose the suit.

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