R. PRAKASAM Vs. SREE NARAYANA DHARMA PARIPALANA YOGAM

JUDGEMENT

(1.) THE Sree Narayana Dharma Paripalana Yogam (SNDP) is a company formed for the purpose of "promoting and encouraging religious and secular education and industrious habits among the Ezhava community and the doing of all such other things as are incidental or conducive to the attainment of these objects". The management of the Yogam is vested in the board of directors. The president, vice president, general secretary and the devaswom secretaries are to be elected once in three years at the annual general body meeting in accordance with the subsidiary bye -laws framed under Article 45 of the articles of association. The general body shall consist of the members of the board of directors, presidents and secretaries of the various unions and delegates elected from among the permanent members. Notice for the 75th annual general meeting, to be convened on 30th December, 1978, was published on December 6, 1978. The agenda included the passing of the balance -sheet and the profit and loss account for 1977 and the election of the president, vice -president, general secretary, devaswom secretary and the directors. In this petition filed under Sections 10 and 166 of the Companies Act, 1956, the petitioner, a permanent member of the Yogam, seeks to challenge the validity of the meeting held on December 30, 1978, on the following broad grounds :

(2.) THE reliefs claimed are the following :

(3.) RESPONDENTS 1 to 3 contend that the petition is not maintainable and that Sections 10 and 166 do not confer jurisdiction on the company court to interfere in matters relating to the annual general body meeting of a company and election of its directors. It is suggested that the remedy of the petitioner, if any, is to institute a regular civil suit before the appropriate civil court. No corporate rights are involved, and the petitioner has no right referable to Sections 10 and 166. Counsel on either side agreed that the question of maintainability be decided as a preliminary one, and, accordingly, arguments were heard.