Point of Law : Branches contemplated and provided for under the Companies Act, 1882 and its successor enactments are not independent or separate entities and in terms of the aforesaid statutes, company and its branches would constitute one single entity.

JUDGMENT :

P.B. Suresh Kumar, J.

The above appeal and cross objection are directed against the judgment and decree dated 08.04.2009 in O.S.No.45 of 1999 on the files of the Court of the District Judge, Ernakulam. Defendants 1 and 2 are the appellants in the appeal and plaintiffs 5 and 6 are the objectors in the cross objection.

2. The suit was one instituted in a representative capacity with the leave of the court under Section 92 of the Code of Civil Procedure (the Code) for removal of defendants 2 to 16 from the administration of Aruvippuram Sree Narayana Dharma Paripalana Yogam (the Yogam) and for framing of a scheme for its administration.

3. The plaintiffs are members of the Yogam. The first defendant is the Yogam itself and defendants 2 to 16 are the members of the Council of the Yogam on whom the administration of the Yogam vests in terms of the Articles of Association of the Yogam. The Yogam was registered as a public limited company under the Indian Companies Act, 1882, as applied to the erstwhile Travancore, without the addition of the word “Limited” to its name. Going by the objects of the Yogam as disclosed in its Memorandum of Association, it is a body constituted for carrying out the daily poojas, annual festivals and all other requirements of Aruvippuram Siva Temple and other temples which are brought under it and for improving the spiritual and temporal education and for developing the industrial habits of those belonging to Ezhava community by establishing and conducting/running temples, hermitages, schools and other institutions.

4. The Articles of Association of the Yogam, among others, provide that anyone who belongs to Ezhava Community and who subscribes to the rules of the Yogam and pays the value of one share of the Yogam will become a member of the Yogam. The Articles of Association also provide that the management of the Yogam will vest in a Board of Directors elected at its annual general meeting consisting of a President, a Vice-President, a General Secretary, a Devaswom Secretary and other members. The Articles of Association also provide that there shall be a council for the administration of the Yogam consisting of not more than 15 members of the Board of Directors including four office bearers. The Articles of Association also provide that the General Secretary would be the executive officer of the Yogam.

5. The plaint is a repetitive assemblage of facts, evidence and arguments, relevant and irrelevant, and it is unnecessary to refer to the whole of the averments in the plaint for the purpose of this case. As noted, the suit is one instituted for relief under section 92 of the Code on the premise that the Yogam is a public religious and charitable trust. In the context of the nature of the relief sought in the suit, bereft of unnecessary and irrelevant details, the case set out by the plaintiffs in the plaint is that in the absence of any provision in the Memorandum of Association of the Yogam enabling formation of Branches and Unions, the formation of Branches and Unions for the Yogam is unauthorised; that even if it is assumed that it is permissible for the Yogam to have Branches and Unions, in the absence of any provision in its Memorandum of Association or Articles of Association as to the status of the Branches and Unions, there exists a serious doubt right from the very beginning of the establishment of the Yogam as to whether the Branches and Unions of the Yogam are independent units capable of acquiring assets and incurring liabilities; that on account of this doubt, the assets and liabilities as also the income and expenditure of the Branches and Unions are not shown in the Annual Statement of Accounts of the Yogam; that on account of this doubt, while the Yogam is exercising disciplinary control over the affairs of the Branches and Unions and asserting rights over the assets of the Branches and Unions, it is disowning the liabilities of the Branches and Unions; that the doubt aforesaid led to