Management provisions: company may alter managing agent remuneration without treating clause as memorandum condition; special resolution not required.

Provisions in the memorandum concerning appointment and remuneration of a managing agent are management details, not immutable conditions of the memorandum, so the company could validly propose and pass a resolution to pay extra remuneration (plaintiffs' claim rejected). The statutory provision requiring a special resolution applies only to managing agents appointed after the amendment's commencement and did not apply where the agent succeeded by nomination under existing memorandum provisions (no special resolution required). The notice for the general meeting disclosed sufficient particulars and was valid (challenge rejected). An appeal seeking personal relief against a deceased person was held non survivable and dismissed.

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Issues: (i) Whether defendant No. 1 company was authorised to give or pay any extra remuneration to its managing agent beyond the remuneration fixed by the agreement and memorandum; (ii) Whether section 87C of the Indian Companies Act required a special resolution to sanction any extra remuneration to the managing agent appointed under existing memorandum provisions; (iii) Whether the notice convening the general meeting (item (5)) was invalid for lack of full and frank disclosure; (iv) Whether First Appeal No. 549 of 1951 survives after the death of the original defendant No. 5.

Issue (i): Whether defendant No. 1 company was authorised to give or pay any extra remuneration to its managing agent beyond the remuneration fixed by the agreement and memorandum.

Analysis: The Court examined the memorandum and the management agreement, the nature of the clauses relating to appointment and remuneration of the managing agent, and authorities distinguishing conditions of the memorandum from management details. The proviso to section 10 was applied to determine that provisions relating to appointment and remuneration of a managing agent are details of management and not conditions of the memorandum that are immune from company alteration.

Conclusion: The company was authorised to propose and pass a resolution for payment of extra remuneration to the managing agent; the trial court's view that such a provision was a condition of the memorandum was rejected (decision against the plaintiffs).

Issue (ii): Whether section 87C of the Indian Companies Act required a special resolution to sanction extra remuneration for the managing agent appointed under the memorandum.

Analysis: The Court considered the scope and temporal operation of section 87C (inserted by the Indian Companies (Amendment) Act, 1936) and whether the appointment of defendant No. 5 occurred after the commencement of the Amendment Act. The facts showed defendant No. 5 succeeded by operation of existing memorandum/nomination provisions and not by a fresh appointment after 15 January 1937.

Conclusion: Section 87C did not apply to the managing agent in question; no special resolution under section 87C was required (decision against the plaintiffs).

Issue (iii): Whether the notice convening the general meeting (item (5)) was invalid for lack of full and frank disclosure.

Analysis: The Court reviewed the contents of the notice, the prompt objections and correspondence by plaintiffs, and relevant authorities on disclosure in convening meetings. The Court found the notice sufficiently specific and that plaintiffs acted promptly by seeking relief before the meeting.

Conclusion: The notice was valid; the trial court's finding of invalidity was incorrect (decision against the plaintiffs).

Issue (iv): Whether First Appeal No. 549 of 1951 survives after the death of the original defendant No. 5.

Analysis: The Court considered the nature of the relief sought in that appeal (a declaration and injunction against the person now deceased) and the legal effect of death on the cause of action and survivability of such personal reliefs.

Conclusion: The appeal failed for want of a surviving cause of action and is dismissed (decision against the plaintiffs).

Final Conclusion: The appeals succeed insofar as they reverse the trial court's decree; the decree in the plaintiffs' favour is set aside and the plaintiffs' suit is dismissed; connected cross-objections fail; a separate appeal concerning a deceased defendant is dismissed as non-survivable.

Ratio Decidendi: A provision in the memorandum of association concerning the appointment and remuneration of a managing agent, being a management detail, is not a "condition" within section 10 of the Indian Companies Act and does not prevent the company from altering remuneration by ordinary corporate procedure; section 87C applies only to managing agents appointed after the statutory commencement and does not require a special resolution where the agent succeeds by nomination under existing memorandum provisions.

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