The main legal point established in the judgment is that the petition under S.397 and 398 of the Companies Act was not maintainable as the Yogam was not a company having a share capital.

1. "Aruvipuram Sree Narayana Dharma Paripalana Yogam" (hereinafter referred to as the Yogam) is a company registered on 15 51903 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 -

(a) for removing the present General Secretary,

(b) for appointing a commissioner or administrator for the purpose of convening forthwith the annual general meeting of the Yogam to elect the Board of Directors and other office bearers, and to pass the accounts, balance-sheet and budget; and

(c) for appointing a receiver for carrying on the affairs of the Yogam till a board of directors is properly constituted.

The petition is opposed by the General Secretary and a few other members who support him. He has filed a counter-affidavit denying most of the allegations in the petition. He has also taken a preliminary objection to the maintainability of the petition on the ground that the petitioners have not obtained the written consent of the necessary number of members as required by S.399 of the Companies Act for filing this petition. His learned counsel requested that the preliminary objection may be considered and disposed of first; and accordingly I heard arguments on this point.

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 31948. 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 31966. 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. D-1 and D-2. Ext. D-1 contains the memorandum of association and the 1948 articles, while Ext. D-2 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 appl