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TMI Blog1972 (11) TMI 104X X X X Extracts X X X X X X X X Extracts X X X X ..... les of Association and to conduct the election of the Board of Directors and get transacted all other items of business which under the articles have to be transacted at the annual general meeting. 3. We are informed that the Administrators have in pursuance to the directions issued conducted an election of the Board of Directors on the basis of the 1966 Articles of Association and they are now in management of the affairs of the Yogam. 4. The appellant intervening in the proceedings before the learned single. Judge contended; that Regulation. 47 of the 1966 Articles of Association of the Yogam is void and the meeting to be convened for the election of the Board of Directors should be a meeting of all the shareholders of the Yogam which they should have the right to vote. The learned single judge overruled the plea and held that Regulation. 47 of the 1966 Articles of Association of the Yogam is valid and directed the election of the Board of Directors in accordance with that provision. 5. The appellant who is aggrieved by this direction of the learned single judge has filed the appeal his contention in the appeal being that Regulation. 47 in the 1966 Articles of Associatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Unions. It is not necessary to go into the other provisions of the 1966 Articles of Association relating to the election of the representatives from among the permanent members by the different Unions for the purpose of attending the general meeting under Article 47. The effect of Regulation. 47 of the 1966 Articles of Association of the Yogam. is to prevent all the share holders of the Yogam from participating in the ordinary general meeting or in the extra-ordinary general meeting of the Yogam. There was no contention before us that Regulation. 47 cannot apply to an ordinary general meeting of the Yogam contemplated by Regulation. 46 of 1966 Articles. 10. The question is whether in view of the embargo placed on the shareholders of the Yogam to attend and vote at its General Meeting Regulation. 47 offends the provisions of the Companies Act and is, therefore, void. 11. The learned single judge took the view that while S. 87 of the Companies Act, 1956, grants a right to vote to every member of a company limited by shares there is no corresponding provision in the Companies Act giving such a right to members of a company limited by guarantee or of an unlimited company. The l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany being wound up such amount not exceeding a specified amount as may be required for payment to the creditors of the company and of the costs, charges and expenses of the winding up and for the adjustment of the rights of the con tributaries among themselves. 14. The learned single judge has discussed the question on the basis that the Yogam is a company limited by guarantee and not having a share capital. He has, therefore, held that Table C in Schedule 1 of the Companies Act will apply to the Yogam. 15. The fact that the Yogam was formed for the purpose of promoting and encouraging religious and secular education among the members of a particular community will not in any way affect the question because of S. 25 of the Companies Act, 1956, which reads: (1) Where it is proved to the satisfaction of the Central Government that an association (a) is about to be formed as a limited company for promoting commerce, art, science, religion, charity or any other useful object and, (b) intends to apply its profits, if any, or other income in promoting its objects and to prohibit the payment of any dividend to its members, the Central Government may by licence, direct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the persons for whose benefit it exists; they are also those by whom it acts. There are provisions in the Companies Act such as S. 17, 21, 31, 81 (1A); 224, 225, 228, 284 (4), 293, 294, 309,314 and 384 which require that certain powers. of the company should be exercised only by the Company in general meeting. The general meeting of accompany is a meeting of the members of the company and not a meeting of some alone of the members of the company. S. 29 of the Companies Act, 1956 provides that the articles of association of the company, not being a company limited by shares, shall be in such one of the Forms; in Tables C, D and E in Schedule I as may be applicable or in a Form as near thereto as circumstances admit, provided that nothing; in this section shall be deemed to prevent a company from including any additional matters in its; articles in so far as they are not inconsistent with the provisions contained in the Form in any of the Tables C, D and E adopted by the Company. 18. It was accepted at the bar that Table C governs the Yogam. Regulation. 14 of that table says that every, member shall have one vote. Art. 47' in Ext. P1 is contrary to the above regulation. We ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... defaulter shareholder has got a right. The learned judge has inferred from S. 171(2)(i),176(1) and other provisions of the Companies Act which refer to members entitled to attend and vote at a meeting of the company that all members unless authorised by the Companies Act or the Articles of Association have no inherent right to attend and vote at a meeting. We cannot agree. Every member of a company is entitled to take part in its administration. This right can be exercised only in the meetings of the shareholders. Such a right cannot be restricted except by the provisions of the Companies Act. When a member is entitled to take part in the administration of the company he is entitled to be present in the meeting which is called for, for the purpose of discussing the affairs of the company. His right to attend and take part in the meeting is inherent in his membership of the company. It need not be specifically conferred upon him. On the other hand, one should search for a provision in the Companies Act whereby that right is expressly and specifically taken away. We do not find any such provision in the Companies Act. On the other hand, S. 181 of the Companies Act implies that even ..... X X X X Extracts X X X X X X X X Extracts X X X X
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