Rajamannar, C.J.- These two appeals arise out of two suits filed by the appellant, the India Sugar Refineries, Ltd., by its Director and Managing Agent, T. Padmanabhan, for recovery of sums of money from the estate of one V. Ramalingam, who was a director of the company and also its sole managing agent from 16th November, 1936, till the date of his death 18th December, 1942. The plaintiff company was incorporated under the Indian Companies Act with the principal object of manufacture of Sugar at Hospet. By its memorandum of association, Messrs. Ranganathan & Co., a partnership firm, were appointed managing agents of the company. The firm continued to hold that office till they resigned that office in or about July 1935. Subsequent to this, an agreement was entered into by the company with V. Ramalingam under which the latter was appointed its sole managing agent on terms set out in the agreement. V. Ramalingam as the managing agent was entitled to receive a salary of Rs. 800 per mensem together with a commission of 7 per cent, per annum on the total net annual income of the company. Besides these he was also entitled to a commission in respect of work done by him in capacities other than that of a Managing Agent. More detailed reference will be made to the material terms in due course in this judgment. In the two suits out of which these appeals arise, the company claimed various amounts on the ground that Ramalingam had wrongfully been paid those amounts or had drawn those amounts or was otherwise liable to pay the company the amounts which he had received. The learned District Judge of Bellary who tried both the suits dismissed them with costs. There was another suit which was tried along with these two, claiming more or less similar reliefs, and that too was dismissed. In the two appeals, the learned Advocate-General who appeared for the appellant company pressed before us only certain items among the several items claimed by the company in the suits originally. In Appeal No. 766 of 1948, the learned Advocate-General pressed only one item, namely, the aggregate of the amounts drawn by Ramalingam as commission on the sales of sugar effected through him as commission agent. The fate of commission was 1½ per cent, on the price. The amount of such commission was in the aggregate Rs. 34,929-6-0. In Appeal No. 766 of 1948, the learned Advocate-General pressed only one item, namely, the aggregate of the amounts drawn by Ramalingam as commission on the sales of sugar effected through him as commission agent. The fate of commission was 1½ per cent, on the price. The amount of such commission was in the aggregate Rs. 34,929-6-0. Ramalingam drew this commission in accordance with the terms of the agreement executed between the company and him. The material clause in the agreement runs as follows: "2.(e) The said allowances and commission of 7½ per cent. shall be exclusive of and shall not include............(iii) remuneration to the agent as commission agent and selling agent for the company in relation to work as commission agent and selling agent and the work of shipping, landing, clearing and storing materials, goods and plant purchased out of and imported into India and the work of purchasing out of and importing into India materials, goods and plant for the purpose and benefit of the company which work shall be done by the agent upon such terms as to remuneration and otherwise as may be mutually agreed upon in writing from time to time." Clause 3 of the agreement is in general terms and runs thus: "The Managing Agent may also in addition to his duties as Managing Agent as hereunder mentioned perform any other duties and work for the company which the directors may decide and shall receive such resonable and proper remuneration for such work as shall be from time to time agreed upon between the Managing Agent and the Directors, such remuneration being in addition to the remuneration aforesaid." It is clear that the commission in question which was drawn by Ramalingam would certainly fall within one or other of these two clauses. Article 115, clause 22 conferred on the directors of the company the power to appoint the firm of agents as brokers or selling agents of the company for the sale of sugar or other articles manufactured by the company on such terms as to remuneration or commission and otherwise as the directors may in their discretion think proper, such remuneration to be in addition to the agency remuneration payable under the agency agreement. In exercise of this power and in pursuance of the term in the agency agreement, it is common ground that the Board of Directors fixed a rate of 1½ per cent. on the sale amounts. Three of the relevant resolutions have been marked as Exs. B-21, B-22 and B-23 dated 10th December, 1940, 13th November, 1941 and 4th December, 1942, respectively. The contention of the learned Advocate-General is that the Managing Agent was not entitled to claim and the directors of the company were not entitled to pay any remuneration in addition to the remuneration fixed under the agreement which shall be a fixed percentage of the net annual profits of the company, together with an office allowance. His contention was based entirely on the provisions of section 87-C which was inserted in the Indian Companies Act by the Amending Act of 1936 (Act XXI of 1936). Sub-section 2 of this section is as follows: "Any stipulation for remuneration additional to or in any other form than the remuneration specified in sub-section (1) shall not be binding on the company unless sanctioned by a special resolution of the company." The flaw in the argument of the learned Advocate-General is this: The Amending Act came into force on 15th January, 1937, the agreement between the company and the Managing,Agent was executed on 16th November, 1936, about 2 months before the Act came into force. Section 87-C expressly says that the provisions of that section would only apply "where any company appoints a managing agent after the commencement of the Indian Companies (Amendment) Act, 1936." It follows, therefore, that the company is not entitled to rely upon section 87-C, sub-section (2). It was not contended that, under the law as it stood before the insertion of this section, there was anything illegal in the managing agent stipulating for and drawing any remuneration additional to the remuneration drawn by him as managing agent. The learned Advocate-General’s contention must therefore be overruled. As no other matter was argued in this appeal, this appeal fails and is dismissed with costs of contesting respondents 1 to 3. In the next appeal, Appeal No. 767 of 1948, there are two items of claim. The first relates to a payment of Rs. 4,500 to Messrs. Parry & Co. in the following circumstances: Ramalingam requested Messrs. As no other matter was argued in this appeal, this appeal fails and is dismissed with costs of contesting respondents 1 to 3. In the next appeal, Appeal No. 767 of 1948, there are two items of claim. The first relates to a payment of Rs. 4,500 to Messrs. Parry & Co. in the following circumstances: Ramalingam requested Messrs. Parry & Co., to lend him technical assistance to manage the affairs of the company and Messrs. Parry & Co. agreed to do so for a consideration of Rs. 1,500 per month. Ramalingam practically assigned all his powers as managing agent to Parry & Co. during these three months, and Messrs. Parry & Co., acting under a power of attorney, executed by Ramalingam in their favour did all the duties of a managing agent during that period. Though the contract was really between Ramalingam and Messrs. Parry & Co. eventually the Board of Directors by a resolution dated 10th December, 1940, sanctioned the remuneration payable to Messrs. Parry & Co. to be paid out of the funds of the company. The resolution runs thus: "Remuneration to Messrs. Parry & Co. for the period from 15th January, 1940 to 14th April, 1940, Rs. 1,500 per month is sanctioned." The learned trial Judge found that the result of the arrangement under which Messrs. Parry & Co. practically came to the aid of Ramalingam was that Messrs. Parry & Co. assumed practically full control as managing agent. The learned Judge therefore considered that “strict honesty required Ramalingam not to draw his own remuneration as managing agent during this period or to draw any commissions or allowances appertaining to his position as such during this period.” Unfortunately, however, requirements of strict honesty cannot be the basis of any claim unless it is also supported by a legal principle. Strictly speaking, Messrs. Parry & Co. worked as agents of Ramalingam and not as agents of the company. Ex. A-46 is the letter addressed by Messrs. Parry & Co. to Ramalingam confidentially in which Messrs. Parry & Co. offered to send a qualified Sugar Chemist with administrative experience along with an accountant and assistant in consideration of a cash payment of Rs. 1,500 per month. worked as agents of Ramalingam and not as agents of the company. Ex. A-46 is the letter addressed by Messrs. Parry & Co. to Ramalingam confidentially in which Messrs. Parry & Co. offered to send a qualified Sugar Chemist with administrative experience along with an accountant and assistant in consideration of a cash payment of Rs. 1,500 per month. There is no evidence to show that this arrangement was entered into by the company as such, indeed the company could not enter into any such agreement as the entire managing agency had been entrusted to Ramalingam. As between Ramalingam and the company Ramalingam was entitled to demand and to receive and the company was liable to pay, the remuneration stipulated in the managing agency agreement. Actually what happened was that though in strict honesty it was Ramalingam who should have paid Messrs. Parry & Co. from his pocket, he somehow managed to get the company to make the payment. We agree that it was not strictly honest on the part of Ramalingam to have done so, but that would not make his receipt of the stipulated remuneration illegal. If anyone could be blamed in this matter, it was the Board of Directors who made a payment which was wholly unjustified. It may be that they will be liable to be surcharged, but surely there is no legal basis for a claim by the company against Ramalingam or his estate in respect of the amount of Rs. 4,500 or any other sum. The learned Judge thought that Ramalingam’s estate should refund the sum of Rs. 2,400 at Rs. 800 per month for a period of 3 months when Messrs. Parry & Co. acted as managing agents, but did not grant a decree to the company because he held that the claim was barred by limitation. We hold that the claim itself was unsustainable. The last item pressed upon us relates to a sum of Rs. 8,510 which is the profit earned by Ramalingam on certain transactions which we shall now mention. The Sugar Control Order came into force in April, 1942 and the prices of sugar were fixed both ex-factory and in the open market. What Ramalingam did was, he got himself appointed as a sugar dealer, purchased large quantities of sugar at RS. 31-15-0 the controlled price ex-factory, and sold it to outsiders at Rs. The Sugar Control Order came into force in April, 1942 and the prices of sugar were fixed both ex-factory and in the open market. What Ramalingam did was, he got himself appointed as a sugar dealer, purchased large quantities of sugar at RS. 31-15-0 the controlled price ex-factory, and sold it to outsiders at Rs. 32-8-0 the controlled price for outside sales, and pocketed the difference of nine annas per bag. The learned Judge has found on the evidence that the sugar purchased by Ramalingam continued to remain in the company’s factory premises and Ramalingam used the company’s staff and premises for his own business as a sugar dealer. The ledger folio of Ramalingam in the company’s accounts shows that on 13th June, 1942, Ramalingam purchased 15,128 bags of sugar for over Rs. 4,83,000. But he never paid the amount to the company. His account was debited with this amount. This quantity of sugar which remained in the company’s premises was being sold over several days and the amounts fetched by the sales were being credited in his account. The sum of Rs. 8,510 represents the difference between the price at which Ramalingam purchased calculated at Rs. 31-15-0 and the price at which he sold in the market, namely, Rs. 32-8-0. The learned trial Judge observed that he would have had no hesitation in giving the company a decree for this amount on account of the fact that Ramalingam had utilised the office staff for his own business but ultimately dismissed the company’s claim on the ground that it was barred by limitation. We agree with the District Judge that the company was entitled to this amount. Therefore, the question of limitation remains to be considered. The learned Judge was inclined to hold that Article 36 or Article 90 would apply. The amount of Rs. 8,510 was earned sometime in 1942, and the suit was instituted on 14th December, 1945. It was contended by the learned Advocate-General that neither article applies and the proper article to apply was Article 120. Article 36 runs as follows: Description of suit Period of limitation Time from which period begins to run For compensation for any malfeassance or non-feasance independent of contract and not herein specially provided for. Two years When the malfeasance, misfeasance, misfeaance or non-feasance takes place. Article 36 runs as follows: Description of suit Period of limitation Time from which period begins to run For compensation for any malfeassance or non-feasance independent of contract and not herein specially provided for. Two years When the malfeasance, misfeasance, misfeaance or non-feasance takes place. If this Article were to apply, clearly the claim is barred, but in our opinion, it is not the appropriate article. In the first place, it may be mentioned that this article contemplates an action for compensation for a wrong in the nature of a tort. Secondly, the suit to which this article would apply is a suit for compensation. If the suit is for the recovery of a particular property or sum of money as such, then the suit cannot fall within Article 36. In Raja Kumar v. Fateh Bahadurlal1, dealing with this article, Atkinson, J., of the Patna High Court observed as follows: “In my opinion, it (Article 36) has no application whatsoever to the present case. We have only to read the terms of the article to see that it is an article referable to damages for some tortuous act. This is not a case of damages at all. This is a case in which plaintiff seeks to recover a specific sum of money, her property which has been applied by the defendant in the action for his own use, benefit and enjoyment.” In Rajah Khatter Kristo Mitter v. Kumar Dinendra Narain Roy2, Maclean, C.J., takes the same view of Article 36. The learned Chief Justice says: “It seems to me that the first answer to the contention that the case comes within that Article 36 is that this is not a suit for compensation in the true acceptation of the term. What compensation, qua compensation does the suit ask for? I received no answer from the appellant’s vakil to that question. The learned Chief Justice says: “It seems to me that the first answer to the contention that the case comes within that Article 36 is that this is not a suit for compensation in the true acceptation of the term. What compensation, qua compensation does the suit ask for? I received no answer from the appellant’s vakil to that question. If it be not for compensation, that alone would be sufficient to exclude the case from the operation of Article 36.” The learned Chief Justice, Leach, C.J., in the Full Bench decision in Subbiah Thevar v. Samiappa Mudaliar3, dealing with this article observed: “Article 36 applies to torts not specially provided for......In the first place, in Article 36 the word ‘compensation‘ is used, which is the appropriate word to apply in connection with a suit to remedy an injury to a person or a person’s property.” The learned Chief Justice was dealing with a case of a suit filed against a trustee to make good the loss sustained by the trust by reason of his omission to collect moneys due to the trust. It was held by the Full Bench that neither Article 36 nor Article 62 applied to the case, but it was Article 120 that applied. An analysis of the nature of the plaintiff’s claim for this amount of Rs. 8,510 would clearly show that Article 36 has no application. Obviously, this amount is not claimed as compensation for any tortuous act on the part of Ramalingam. The basis of the company’s claim is really to be found in the well-known equitable principle now embodied in section 88 of the Trusts Act, which is as follows: “Where a trustee, executor, partner, agent, director of a company, legal adviser, or other person bound in a fiduciary character to protect the interests of another person, by availing himself of his character, gains for himself any pecuniary advantage, or where any person so bound enters into any dealing under circumstances in which his own interests are, or may be, adverse to those of such other person and thereby gains for himself a pecuniary advantage, he must hold for the benefit of such other person the advantage so gained.” Ramalingam was one of the directors of the company. He was also the sole managing agent. He was bound in a fiduciary character to protect the interests of the company. He was also the sole managing agent. He was bound in a fiduciary character to protect the interests of the company. Here, the finding is that he availed himself of this character and utilised the premises and staff of the company as well as his credit with the company by reason of the position which he occupied and gained for himself a pecuniary advantage in the sum of Rs. 8,510. The company now claims that Ramalingam must hold the advantage so gained for the benefit of the company. Article 90 would not in this view of the nature of the claim apply to the case. That article is the residuary article dealing with claims of a principal against an agent. We are inclined to hold that the neglect or misconduct contemplated by the article is neglect or misconduct in the course of and intimately connected with the agency duties, qua agent. It is in this view that this article has been applied to cases where a principal sues the agent to recover the secret profits made by the agent. In the present case, it would not be accurate to speak of the sum of Rs. 8,510 as secret profit made by the agent. It is not as if Ramalingam was appointed an agent of the company to sell at a particular rate and Ramalingam sold at a higher rate and secretly pocketed the difference. As the learned trial Judge observed, it cannot be said that Ramalingam was doing anything per se illegal, to use the language of the learned trial Judge, Ramalingam’s actions were all intra vires. To such a case Article 90 would not have application. This is a case where the basis of the claim is not neglect or misconduct, but the advantage taken by a person in a fiduciary capacity of his position to make a gain. The law says that such a person shall not keep that gain to himself but shall give it up to the person to whom he owes a fiduciary duty. To such a suit there is no other article applicable and therefore Article 120 must apply. The decision of the Full Bench of this Court in Subbiah Thevar v. Samiappa Mudaliar1 supports us in this view. The suit was filed in 1945 and is well within the time of six years provided by Article 120. To such a suit there is no other article applicable and therefore Article 120 must apply. The decision of the Full Bench of this Court in Subbiah Thevar v. Samiappa Mudaliar1 supports us in this view. The suit was filed in 1945 and is well within the time of six years provided by Article 120. We therefore do not agree with the learned Judge that the claim is barred by limitation. To this extent we allow this appeal and pass a decree in favour of the company for Rs. 8,510. From this amount of Rs. 8,510 will be deducted a sum of Rs. 2,406-1-0 which is the amount debited against Ramalingam towards godown rent. The decree will bear interest at six per cent, per annum from the date of suit. In this appeal, the appellant and the contesting respondents will pay and receive proportionate costs. K.C. ----- Appeal No. 766 of 1948 dismissed and Appeal No. 767 of 1948 allowed in part.