This appeal arises out of an action by the members of the Madras Race Club. The action was tried on the original side by Bell, J., and by his judgment he dismissed the suit of the plaintiffs. Hence this appeal by the plaintiffs.

The Madras Race Club is a body corporate registered under the Indian Companies Act of 1913 before it was amended in 1936. The object of the Club, as its name indicates, is to carry on the business of a race club and to provide certain amenities to its members. The Memorandum of Association and the Articles of Association are contained in Ex.P-29. The Memorandum of Association prohibits the division of profits by way of dividend amongst the members, and they have to be utilised only for the purpose of the club. There are two classes of members, namely, club members and stand members. There are about 260 club members, and they alone are entitled to vote, while the stand members have certain other privileges, but not the right to vote. The management of the business of the Club is vested in six Stewards who must be club members. They occupy the position of the directors of a company and discharge similar functions in respect of the Club. The Articles provide as usual for the qualification for Stewards, for their retirement by rotation, filling up of vacancies, and also their powers and duties. After every annual general meeting of the Club the senior Steward is elected at the first meeting of the Stewards, who is to preside at every meeting of the Stewards. The quorum for a meeting of the Stewards is fixed at three. They are charged with the duty of calling for a general meeting annually and also, on the requisition of a prescribed number of members, calling for an extraordinary general meeting for special business. Article 50 prescribes the period of notice and the manner of issuing the notice for a general meeting. The senior Steward also presides as chairman at a general meeting. Article 73 lays down the manner of serving notices on members. After the Companies Amending Act of 1936 was passed the Articles of this Club were also amended in 1941, and Ex.P-29 contains the articles which were in force in 1947.

Sometime in April, 1947, 45 members of the Club sent a requisition to the Club for convening an extraordinary general meeting, inter alia, to appoint a committee to consider the revision of the Articles of Association and to suggest changes wherever necessary (Ex.P-1). In pursuance of this an extraordinary general meeting was duly held on the 21st of June, 1947, and in that meeting a special committee of seven members besides the Stewards, who were ex Officio members thereof was constituted for the specific purpose of the revision of the Articles of Association and the suggestion of changes. They were required to submit a report on that behalf by the end of September, 1947, and it was also decided that a meeting of the general body should be called for not later than 31st of October, 1947, for the consideration of the report. The special committee had several sittings, and in the meeting of the 13th of September, 1947, they proposed several alterations to the Articles, the most important of which were that the management of the business of the Club should vest in a Managing Committee of 12 members instead of the Stewards, and that from among the members of the Managing Committee a senior Steward and five other Stewards should be elected, who should be solely responsible for the racing. They also recommended the abolition of the proxy system of voting. Under a licence granted by the Central Government under section 26(2) of the Indian Companies Act, 1913, the Club was permitted to be registered as a company with a limited liability without the addition of the word “limited” to its name. The Provincial Government on whom the duty of issuing licences subsequently devolved framed regulations under the said section governing the issue of licences (vide Development Department Notification, Fort St. G