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5. Mr. Venkatesa Aiyangar has next contended that the resolutions passed by the directors at their meeting of 31st October 1928 one confirming EX. D-2 series in relation to the first call and the other authorising the Managing Directors to make the second call, are invalid as not fulfilling the requirements of Article 40 of the Articles of Association. He complains that there is no proof that the particulars required by Articles 40 and 42 were fixed by the Directors themselves, whether in connection with Ex. D-2 series, confirmed though they may have been by Ex. D-4 or in connection with Ex. D-5 authorising the Managing Directors to make the second call. Says the learned advocate, Exs. D. 4 and D-5 do-not at all refer to such particulars and therefore negative any fixation of the particulars by the directors themselves and not by the managing agents. In support of his submission, the learned advocate placed strong reliance on a decision of the High Court of Bengal reported in In re Bengal Electric Lamp Works Ltd., I. L. R. (1942) 1 Cal. 132 : (A. I. R. (29) 1942 Cal. 516) and attacked a decision of the High Court of Bombay to the contrary reported in Dhanraj Keshrimal v. H. H. Wadia, 57 Bom. 413 : (A. I. R. (20) 1933 Bom. 80). In a conflict between the two decisions, counsel urged that the former has to be preferred, founded as it is on a decision of the Judicial Committee reported in Premila Devi v. Peoples Bank of Northern India Ltd., I. L. R. (1939) 20 Lah. 1: (A.I.R. (25) 1938 P. C, 284) which is subsequent in date to the Bombay decision and prior to the Calcutta decision. That there is a conflict between the decisions of the two High Courts is undeniable; but we cannot, after the most anxious and careful consideration that we have bestowed on the matter, agree that the Privy Council decision in Premila Devi v. Peoples Bank of Northern India Ltd., I. L. R. (1939) 20 Lah. 1 : (A. I. R. (25) 1938 P. C. 284) invalidates the decision of the Divisional Bench of the Bombay High Court rendered by Beaumont C. J. and Black well J. or contains Anything to support the criticism made of it by Lort Williams J. in the Calcutta case.

8. We have finally to ascertain what precisely the Privy Council ruling in Premila Devi v. Peoples Bank of Northern India Ltd. I. L. R. (1939) 20 Lah 1 : (A. I. R. (25) 1938 P. C. 284) decides and to consider how far it supports In re Bengal Electric Lamp Works I. L. R. (1942) 1 Cal. 132: (A. I. R. 129) 1942 Cal. 516) and invalidates Dhanraj Keshrimal v. H. H. Wadia, 57 Bom. 413: (A. I. R. (20) 1933 Bom. 80). The substance of the decision is set forth accurately in the headnote which, so far as relevant to the consideration of the point under discussion, may be reproduced as follows:

A resolution of directors requiring payment of calls on dates at variance with a sanctioned scheme is an attempt to do something ulra vires of the company.

A purported forfeiture of shares for non-payment of calls in accordance with such a resolution is inoperative and void and the creditors, in a winding up, are entitled to have the names of shareholders which have been removed from the register of members by reason of an invalid forfeiture restored."

It will be seen from this that there is nothing decided by this case which can be held to conflict with Dhanraj Keshrimal v. H. H. Wadia, 57 Bom. 413: (A. I. R. (20) 1933 Bom. 80); but Mr. Venkatesa Aiyangar has contended that there is the following passage of two paragraphs in the judgment of the Privy Council beginning at page 18 and running into page 19 which assists his contention: