JUDGMENT The judgment of the Court was as follows :–– This Rule is directed against an order passed by the learned Judge, IV Bench, City Civil Court, rejecting the application filed by the defendant No. 6 under Order 7, Rule 11, of the Civil Procedure Code. Being aggrieved by the said order the defendant No. 6 moved this application and obtained the present rule. 2. The main contention of Mr. Dasgupta on behalf of the defendant No. 6 is that the plaintiff cannot maintain the suit inasmuch as the plaintiff is only a Director of a limited Company and the limited Company being a juristic person, the Director or the share-holder of the Company cannot maintain the suit. 3. Mr. Dasgupta relied upon the cases of (1) Rameswar Prosad Bajoria v. Dr. Satya Charan Law, reported in 52 CWN 188 and (2) Dr. Satya Charan Law v. Rameswar Prosad Bajoria, AIR 1950 FC 133, in support of his contention. It has been argued that the Director, as an individual Director, has no power to act on behalf of the Company. He is only one of a body of the Directors called the Board, and he alone has no power except such as may be delegated to him by the Board or given to him by the Articles. If that be so, the plaintiff has no right to maintain the suit. 4. Mr. Chatterjee on behalf of the plaintiff contended that the case as made out in the plaint is one of fraud etc. It is true that the share-holder or the Director on the face of it cannot file the suit as against the Company but if fraud is alleged, the suit as such is not barred. Moreover, it is argued that at this stage it is only the plaint and the plaint only is to be considered as to whether the suit is maintainable or not. At this stage other questions are not relevant. If it is found from the plaint that no cause of action is disclosed therein, of course, the suit can be thrown out, but if the cause of action is made out in the plaint, the suit cannot be thrown out as not maintainable. 5. At this stage other questions are not relevant. If it is found from the plaint that no cause of action is disclosed therein, of course, the suit can be thrown out, but if the cause of action is made out in the plaint, the suit cannot be thrown out as not maintainable. 5. In my opinion, reading the plaint as it is, it appears to me that the suit is one by the plaintiff for declaration that the agreement executed between the Company and a partnership firm is fraudulent, illegal, void and inoperative and is not binding on the Company in which the petitioner is a share-holder. Therefore, the case as made out is one of fraud by some of the Directors of the Company entering into an alleged fraudulent transaction with a partnership firm. It is, however, contended that the suit is not maintainable by the share-holder as against the Company. 6. Mr. Dasgupta contended on the basis of A. Ramaiya's Company Law, Ninth Edition, at page 622, heading "Powers of individual Directors" that the individual Director has no power to act on behalf of the Company. But the question is, if a share-holder is aggrieved by an action of the Company in which his interest is also affected, at least a suit is maintainable and if the cause of action is to be spelt out from the plaint, the suit cannot be thrown out under Order 7, Rule 11, C.P.C. 7. Mr. Dasgupta relied upon the case of Dr. Satya Charan Law v. Rameswar Prasad Bajoria, reported in AIR 1950 FC 133, where it has been held that the Directors of Company are the only persons who can conduct litigation in the name of the Company, but when they are themselves the wrong-doers against the Company and have acted mala fide or beyond their powers, and their personal interests are in conflict with their duty in such a way that they cannot or will not take steps to seek redress for the wrong done to the Company, the majority of the share-holders must in such a case be entitled to take steps to redress the wrong. If there is no provision in the Articles of Association to meet the contingency, the majority of the share-holders can sue in the name of the Company. In my opinion, the said case has no relevancy in the facts of this case. If there is no provision in the Articles of Association to meet the contingency, the majority of the share-holders can sue in the name of the Company. In my opinion, the said case has no relevancy in the facts of this case. Here a particular person who is also a Managing Director of the Company has filed the suit as a share-holder of the Company against an alleged wrong, fraud and illegal contract perpetrated by the Company against the interests of the Company and in such an act of the Company the plaintiff opposite-party No.1 is personally affected. It is quite possible to hold that ultimately the suit may not be maintainable but at this stage on reading the plaint itself it is quite clear to me that the plaintiff feels that he is personally aggrieved as the Director's remunerations are being not paid by the defendant. In the cases reported in 52 CWN 188 and (3) Managing Director, Assansol Electric Co. Ltd. v. Assansol Municipality AIR 1964 Cal. 539 the principles laid down therein are not disputed by Mr. Chatterjee. 8. In Gower's Principle of Modern Company Law, 3rd Edition, at pages 581-584 it has been stated that a share-holder of the Company can file a suit as against the Company if fraud is alleged. In the present case, on reading the plaint, it appears that fraud has been alleged as against the Directors of the Company and therefore on the authorities as hereinbefore stated the application is rightly dismissed and the rule is rightly discharged. 9. Mr. Chatterjee, on the other hand, relied upon the cases of (4) Juggilal v. I. T. Commissioner, Uttar Pradesh, reported in AIR 1969 SC 932 and (5) Inland Steam Navigation Workers' Union v. Rivers-Steam Navigation Company Limited, reported in 71 CWN 897. In the case of Juggilal v. I. T. Commissioner of Uttar Pradesh, reported in AIR 1969 SC 932 it has been held that the Court is entitled to lift the mask of corporate entity if the conception is used for tax evasion or to circumvent tax obligation or to perpetrate fraud. In the present case, however, it is not necessary for me to deal with the case. In the present case, however, it is not necessary for me to deal with the case. This suit is by one of the Directors on the ground that an agreement entered into between the parties in which the Company is a party is fraudulent, illegal and void and the plaintiff himself being a Director and also having some personal interest involved has filed the suit in order to avoid the contract between the Company and the said partnership firm so that his interest as also the interest of the Company may not be affected. It appears to my mind reading the plaint as a whole, it cannot be said that there is no cause of action in filing of the suit. In that view of the matter, in my opinion, the learned Judge of the Court below has rightly rejected the application by the petitioner under Order 7, Rule 11. Prima facie on the basis of the plaint, the cause of action for the suit can be spelt out and there cannot be any doubt that Order 7, Rule 11(a) does not come right away in the maintainability of the suit. The suit, in my opinion, is maintainable in law. The Rule is, therefore, discharged. There will be no order as to costs.