JUDGMENT 1. This appeal arises out of a suit under Or. 21, r. 63 of the CPC instituted on 24th May, 1923, for establishment of Plaintiff's title under a hypothecation bond executed by Defendant No. 2 in his favour to certain pugmills machinery and bricks belonging to the Defendant No. 2. Plaintiff's case, briefly stated, is as follows:- Messrs. Bull and Company, Defendant No. 2 in the suit, is a Company registered under the Indian Companies Act. On 8th January, 1924, it was indebted to the National Bank of India to the extent of Rs. 40,030-10 as-3p, guaranteed by its the then Managing agent Messrs. Kilburn and Company. By a resolution passed on that day at an extraordinary meeting of the share-holders of the Company, the firm of Bhattacharya & Co., of which Plaintiff is the sole proprietor, became the managing agent of Defendant No. 2 in place of Messrs. Kilburn and Company and on the very date paid the said amount to Messrs. Kilburn and Company and thereby became the creditor of Defendant No. 2 to the extent of Rs. 40,030-10as.-3ps. On 10th January, 1924, Plaintiff purchased 150 shares of Defendant No. 2 in order to qualify him to be a director of Defendant No. 2 and became the chairman of the Board of directors under its Articles of Association. Thereafter Plaintiff advanced various sums of money to Defendant No. 2 and the Defendant No. 2 made repayments from time to time. On 15th January, 1925, Defendant No. 2 became indebted to the Plaintiff to the extent of Rs. 70465-10-3p. On 16th January, 1925, at a meeting of the directors of Defendant No. 2, attended by four directors and presided over by the Plaintiff, it was agreed to hypothecate the stock-in-trade of Defendant No. 2 to the Plaintiff as security for his advances to the Defendant No. 2 and to have the necessary hypothecation bond drawn up by the solicitors of Defendant No. 2. Defendant No. 1 supplied coal to Defendant No. 2 between 7th March, 1925 and November, 1925, of the value of Rs. 11,406-8as-3ps. and a sum of Rs. 4673-2-3ps. remained unpaid. 2. Defendant No. 1 instituted a suit against Defendant No. 2 in August, 1926, for recovery of the balance of the price of coal supplied by him to Defendant No. 2. 3. 11,406-8as-3ps. and a sum of Rs. 4673-2-3ps. remained unpaid. 2. Defendant No. 1 instituted a suit against Defendant No. 2 in August, 1926, for recovery of the balance of the price of coal supplied by him to Defendant No. 2. 3. On 11th October, 1926, the dues of the Plaintiff from Defendant amounted to Rs. 77,678-3-3 and a bond was executed by Defendant No. 2 on that date in favour of the Plaintiff, securing the said amount by hypothecating the stock-in-trade and outstandings of Defendant No. 2. 4. The suit of Defendant No. 1 against Defendant No. 2 Was decreed on 25th April, 1927. 5. On 18th August, 1927. Defendant No. 1 attached the properties which are the subject-matter of the present suit in execution of his decrees, and which are covered by the hypothecation bond executed by Defendant No. 2 in Plaintiff's favour on 11th October, 1926. Plaintiff thereupon preferred a claim to the properties. On 20th April, 1928, by an order of this Court the time for registration of the hypothecation bond was extended. Plaintiff's claim to the attached properties was disallowed on 28th April, 1928. The hypothecation bond was registered on 5th May, 1928. Plaintiff is therefore entitled to have his title under the hypothecation bond declared to the properties attached. 6. Defendant No. 1 alone contests this suit. He denies that Defendant No. 2 was ever indebted to the Plaintiff and impugns the hypothecation bond executed by Defendant No. 2 in Plaintiff's favour as fraudulent, collusive, invalid and inoperative. 7. The trial Judge dismissed the suit on the ground that the hypothecation bond was brought into existence for defrauding other creditors of the Defendant No. 2 at a time when the Defendant Company was practically insolvent and the bond was therefore unenforceable against the Defendant No. 1. He how-ever did not come to any finding as to the other points urged by Defendant before him which are noted in the concluding portions of his judgment. 8. On appeal by the Plaintiff to the lower Appellate Court, the learned District Judge has come to the conclusion that the deed of hypothecation is at the utmost a preference given by Defendant No. 2 to the Plaintiff, who was one of its creditors, that the Defendant No. 2 was not insolvent at the time when the bond was executed and that the bond was not obtained by pressure. He accordingly allowed the appeal, set aside the decree of the trial Court and remanded the suit to the trial Judge for decision on the other points raised in the suit. 9. Defendant No. 1 appeals to this Court. 10. Plaintiff's case is that on 11th October, 1926, Defendant Company was indebted to him to the extent of Rs. 77,678-3as-3ps and that he was therefore within his rights to have the amount secured by the hypothecation bond. There would have been no difficulty if he had been a stranger to the Company. He was however the managing director of the company. The directors of every company are trustees for the benefit of the company and are trustees for the creditors to this extent that they are bound to apply all the assets for the benefit of all the creditors so far as they will extend. If a director who is also a creditor of the company knows that the company is in a state of insolvency, that it cannot avoid being wound up and with such knowledge obtains undue preference to other creditors, he adds a breach of trust to the undue preference and the transaction is tainted with fraud. There being a tincture of fraud in his getting benefit by means of undue preference, the transaction is liable to be set aside on the ground of fraud. Gaslight Improvement Company v. Terrel 10 Equity Cases 168 (1870). 11. The question then is whether the Company was insolvent at the time when the bond was executed. The finding of the learned Judge on this point is in these terms:- There is nothing to show that the company was insolvent when the deed in question was executed or that it was obtained by pressure. In fact there is not even any allegation of this in the defence. No doubt the Company has gone into voluntary liquidation but this was more than two years after the execution of the deed. When the directors passed the resolution on 16th January, [1925, sanctioning the Plaintiff's preference for securing the advances made by him to the Company by execution of a deed of hypothecation, they did so in the ordinary course of business in order to obtain finance for running their concern and the deed was subsequently executed in pursuance of this resolution. 12. 12. The main grounds of the decision of the trial Judge are these:- (1) At the beginning of 1924 the Company changed its managing agency but this did not improve matters and no dividend could be declared in 1924. (2) At the beginning of 1925, Plaintiff, after his experience in 1924, declined to advance further loan without security and the resolution regarding hypothecation bond was passed on 16th January, 1925. (3) That this resolution w-as not carried out as an honest carrying out of the same would have meant the winding up of the company. (4) That after Defendant No. 1 instituted the suit against the Company, Plaintiff thought it necessary to get the hypothecation bond executed. (5) That at the time of the execution of the bond the business of the Company practically came to a standstill. (6) That the balance sheet for the year 1st October, 1925, to 30th September, 1926, was prepared on 17th March, 1927. (7) That the general meeting of the share-holders which ought to have been called by 2nd June, 1927, for consideration of that balance sheet was called on 27th March, 1928, when two meetings were held one after another-one for the year ending with 30th September, 1926, and the other for the year ending with 30th September, 1927. (8) That the balance sheet for the year 1st October, 1925, to 30th September, 1926, and the failure of the Company to pay any dividend subsequent to the year 1921 discloses the practical insolvency of the Defendant No. 2 on 30th September, 1926, and disproves the Plaintiff's case that until 11th October, 1926, Plaintiff was under the impression that all the creditors of Defendant No. 2, including himself, were probably or reasonably safe. 13. The learned District Judge in arriving at his conclusion on the financial condition of the Company at the time of the execution of the bond does not appear to have applied his mind to the facts and circumstances on which the trial Judge based his decision. The learned District Judge has observed that there is no allegation in the defence of the Defendant No. 1 that the Company was insolvent at the time when the bond was executed or that it was obtained by pressure. But the question was raised before the trial Judge. Evidence was given on the question and the trial Judge considered the evidence. But the question was raised before the trial Judge. Evidence was given on the question and the trial Judge considered the evidence. We are therefore unable to hold that the finding of the learned District Judge on this point is binding on the Appellant. The learned Advocate for the Plaintiff Respondent, however, contends that as no specific issue was joined in the trial Court on the question as to whether the Company was in a state of insolvency at the time when the bond was executed and Plaintiff had knowledge of the real financial position of the Company at the time, Plaintiff did not advance all the relevant evidence on this point in the trial Court. We are of opinion that Plaintiff has a grievance in this connection. 14. It is also contended on behalf of the Appellant that the appeal to the District Judge was incompetent inasmuch as the value of the original suit was above Rs. 5000. This objection was not raised before the lower Appellate Court. The question of valuation for purposes of jurisdiction was immaterial so far as the trial Court was concerned inasmuch as the suit was tried by a Subordinate Judge, but it is material for determining the form of appeal. Under Or. 7, r. 1 (i) of the CPC the plaint must contain a statement of value of the subject-matter of the suit for purposes of jurisdiction. Certain figures have been given in the plaint but nothing is stated in the plaint definitely about the value of the subject-matter of the suit. 15. For the reason stated above we set aside the judgments and decree of the Courts below and remand the suit to the trial Court for rehearing. The following issues are added to the issues which are stated in the judgment of the trial Judge:- 1. What is the value of the subject-matter of the suit for purposes of jurisdiction? 2. Was the Defendant No. 2 in a state of insolvency, i.e., it could not avoid being wound up at the date of the execution of the hypothecation bond? If so, was the Plaintiff aware of the same? What is the value of the subject-matter of the suit for purposes of jurisdiction? 2. Was the Defendant No. 2 in a state of insolvency, i.e., it could not avoid being wound up at the date of the execution of the hypothecation bond? If so, was the Plaintiff aware of the same? The trial Court is directed to dispose of the suit in the light of the observations made above on the evidence which is already on the record and also on such additional evidence as the parties may choose to adduce on the additional issues stated above. The Plaintiff is allowed to amend his plaint in the manner indicated by the District Judge. The costs of the litigation up to the present stage will abide the result. The suit was instituted in 1928. The trial Court is therefore directed to expedite the trial of the suit. Before concluding this judgment we must. allude to the fact that though the trial Judge recorded evidence on all the issues raised before him, he did not express any opinion as to certain important issues of fact raised before him, e.g., whether Plaintiff made the advances to Defendant No. 2 as alleged by him, whether in spite of the hypothecation bond the possession of the Defendant No. 2 in respect of the stock-in-trade continued and the learned District Judge also did not come to any finding on these points. We are unable to decide these points finally as the learned Advocates for the parties are not in a position to place before us all the relevant evidence on these points. The Courts below in appealable cases, by forbearing from deciding all important issues joined, often oblige this Court to remand cases. This is certainly a serious evil to the litigants as it involves expenses of further hearing in the Courts below. " It is much to be desired therefore that in appealable cases the Courts below should as far as may be practicable pronounce their opinion on all important points." Twakayit Bannerjee v. Puddomoney Dossee 10 I.M.A. 476 (1866), Solaiman v. Birendra L.R. 50 IndAp 247; S.C. 27 C.W.N. 740 (1922). The hearing fee of this Court is assessed at five gold mohurs.