S N D P YOGAM QUILON Vs. STATE

JUDGEMENT

(1.) "Aruvipuram Sree Narayana Dharma Paripalana Yogam" (hereinafter referred to as the Yogam) is a company registered on 15-5-1903 under the Indian Companies Act, 1882, as applied to Travancore, as an association formed for the purpose of promoting and encouraging religious and secular education and industrial habits among the Ezhava Community, without the addition of the word "Limited" to its name. The Yogam would be a "company" as defined in S.3 of the Companies Act, 1956; and the provisions thereof would apply to it. This petition has been filed under S.397 and 398 of the Companies Act by ten members of the Yogam with the written consent of 265 other members -

(2.) It is necessary to state a few facts in order to deal with the contentions of the parties. The Yogam which was formed with its registered office in Aruvipuram Siva Temple has for its main object the conduct of daily worship and annual festivals in the above temple and other temples attached thereto or under its management. It has for its general object the improvement of the religious and secular education and industrious habits among the Ezhava Community, and the establishment of temples, monasteries, schools, etc. at Aruvipuram and other places. The articles of association of the Yogam, as they originally stood, have not been produced before me by either of the parties. They were substituted by new articles of association by a special resolution passed at the annual general meeting of the Yogam held on 27-3-1948. These articles may be referred to as the 1948 articles; and they were again substituted by fresh articles by a special resolution passed at an extraordinary general meeting held on 19-3-1966. These articles may be referred to as the 1966 articles. The General Secretary has produced two booklets called "Rules of the SNDP. Yogam" which I have marked as Exts. D1 and D2. Ext. D1 contains the memorandum of association and the 1948 articles, while Ext. D2 contains the memorandum of association and the 1966 articles. Both of them also contain the incense and the certificate of incorporation issued for the registration of the Yogam under the Indian Companies Act, 1882. The Yogam, which had a humble beginning and was started in a village to South Travancore, has grown up as the most powerful organisation of the Ezhava Community in this State. It has now a membership exceeding 40,000 with 1700 branches and 37 taluk unions. It has also established throughout the State a number of temples, monasteries, schools, colleges and polytechnic institutions,

(3.) I shall now refer to some of the provisions relating to the constitution and management of the Yogam. The liability of its members is limited by the memorandum of association. Under the 1966 articles, the value of each share shall be Rs. 5/-; and a person must hold at least one share for being a member of the Yogam. The share value may be paid in full along with the application for membership; or Rupee one may be paid along with the application, and the balance may be paid in instalments of Rupee one each. Members who have paid the full share value shall be permanent members; and the others shall be temporary members. The shares are neither transferable nor inheritable. The management of the Yogam is vested in a Board of Directors to be elected at the annual general meeting; and their period of office expires with the election of a new Board at the next annual meeting. The Board shall consist of a President, a Vice President, a General Secretary, a Devaswom Secretary and members not exceeding 101 inclusive of the above officers. There shall be a Council for the internal management of the Yogam. The Council shall consist of not more than 15 members including the abovesaid four officers. The General Secretary is the executive officer of the Yogam, and very large powers are vested in him. He is the person empowered to convene meetings of the Yogam, the Board of Directors and the Council. He is also competent to convene meetings of the members of the branches and unions. The president has got the power to convene meetings of the Yogam, the Board of Directors or the Council, if the General Secretary fails, or it becomes not possible for him, to convene them. There is no difference between the 1948 articles and 1966 articles in respect of the above matters, except regarding the Board of Directors and the Council. Under the 1948 articles, there is no Vice President, and the number of members constituting the Board and the Council is limited to 75 and 11 respectively. There is one material difference between the two sets of articles of association regarding the constitution of the general meeting. Under the 1948 articles, the general meeting shall consist of two representatives of each branch of the Yogam, the members of the Board of Directors, Presidents and Secretaries of the Unions, and all permanent members of the Yogam, namely members who have paid the full share value. This pro. vision is contained in Art.45 of the 1948 articles. Under the 1966 articles the general meeting shall consist of the members of the Board of Directors, Presidents and Secretaries of the unions, and the elected representatives of the unions. Each union shall be entitled to have one representative for every 100 permanent members and part thereof exceeding 50, residing within its local limits. This provision is contained in Art.47 of the 1966 articles. The above alteration in the articles of association was effected apparently on account of the unwieldy nature of the general meeting under the 1948 articles, and the consequent practical difficulties in convening it and transacting any business therein.