IN RE S. N. D. P. YOGAM, QUILON v. . — 1969 DIGILAW 191 (KER)

Judgment :- 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. 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 application, and the balance may be paid in instalments of Rupee one each. Members who have paid the full share value shall be permanent members; and the others shall be temporary members. The shares are neither transferable nor inheritable. Members who have paid the full share value shall be permanent members; and the others shall be temporary members. The shares are neither transferable nor inheritable. The management of the Yogam is vested in a Board of Directors to be elected at the annual general meeting; and their period of office expires with the election of a new Board at the next annual meeting. The Board shall consist of a President, a Vice-President, a General Secretary, a Devaswom Secretary and members not exceeding 101 inclusive of the above officers. There shall be a Council for the internal management of the Yogam. The Council shall consist of not more than 15 members including the abovesaid four officers. The General Secretary is the executive officer of the Yogam, and very large powers are vested in him. He is the person empowered to convene meetings of the Yogam, the Board of Directors and the Council. He is also competent to convene meetings of the members of the branches and unions. The president has got the power to convene meetings of the Yogam, the Board of Directors or the Council, if the General Secretary fails, or it becomes not possible for him, to convene them. There is no difference between the 1948 articles and 1966 articles in respect of the above matters, except regarding the Board of Directors and the Council. Under the 1948 articles, there is no Vice-President, and the number of members constituting the Board and the Council is limited to 75 and 11 respectively. There is one material difference between the two sets of articles of association regarding the constitution of the general meeting. Under the 1948 articles, the general meeting shall consist of two representatives of each branch of the Yogam, the members of the Board of Directors, Presidents and Secretaries of the Unions, and all permanent members of the Yogam, namely members who have paid the full share value. This pro. vision is contained in Art.45 of the 1948 articles. Under the 1966 articles the general meeting shall consist of the members of the Board of Directors, Presidents and Secretaries of the unions, and the elected representatives of the unions. Each union shall be entitled to have one representative for every 100 permanent members and part thereof exceeding 50, residing within its local limits. This provision is contained in Art.47 of the 1966 articles. Each union shall be entitled to have one representative for every 100 permanent members and part thereof exceeding 50, residing within its local limits. This provision is contained in Art.47 of the 1966 articles. The above alteration in the articles of association was effected apparently on account of the unwieldy nature of the general meeting under the 1948 articles, and the consequent practical difficulties in convening it and transacting any business therein. 4. The present General Secretary was elected to that office at the annual general meeting held on 2511 1961. Dispute arose in the said meeting about his election; and the meeting had to be concluded without transacting its whole business, due to the violent and unruly conduct of a section of the members. No general meeting was held in 1962. The next annual general meeting was held on 27 41963, at which the present General Secretary was re-elected. According to the petitioners, this meeting was attended only by very few members: and it dispersed without transacting any important business. No annual general meetings were held in 1964 and 1965. The next annual meeting was held on 19 31966. The present General Secretary was again re-elected; and it appears that all normal business was transacted at that meeting. The special resolution adopting the 1966 articles was also passed on the above date at an extra-ordinary general meeting. So far things have apparently gone alright. The next annual meeting was held on 29101967 in accordance with Art.47 of the 1966 articles. In the course of that meeting, difference of opinion arose among the members regarding the relationship between the Sree Narayana Trust and the managing committee of Nangyarkulangara College, which is an institution established under the Yogam. According to the petitioners, it became evident that the General Secretary had no majority; and he, therefore, allowed a large number of persons who were not members of the Yogam to get into the meeting hall for creating trouble and obstruction for the conduct of the meeting. The meeting was dispersed by the President without transacting any business, on account of the refusal of these intruders to go out of the hall, and the hub-hub and confusion caused by them. The allegation relating to the entry of non-members and the obstruction and confusion said to have been caused by them in conducting the meeting is denied by the General Secretary. The allegation relating to the entry of non-members and the obstruction and confusion said to have been caused by them in conducting the meeting is denied by the General Secretary. But there is no dispute that the meeting was dispersed by the President, as a result of disorder which prevailed at the meeting. According to the General Secretary, the President's conduct was responsible for creating this situation. 5. Subsequently, the Board of Directors met, and decided to hold the annual general meeting on 611968 in continuation of the dispersed meeting. But the General Secretary took no action to convene the same. The Board again met and required the General Secretary to convene the general meeting on 3 21968. In the meanwhile, two members of the Yogam filed O. S. No. 15 of 1968 in the Munsiff's Court, Ernakulam; and obtained an ex parte interim injunction restraining the General Secretary from holding any general meeting in accordance with the 1966 articles. Their contention in the suit is that Art.47 of the 1966 articles is violative of their right under S.87 of the Companies Act to vote at the general meeting of the Yogam. According to the petitioners this is a collusive action, instituted at the instance of the General Secretary; and the interim order was obtained to provide an excuse for him for not convening the general meeting. The interim order was finally vacated by the Munsiff; but the plaintiffs filed CMA. 22 of 1968 in the District Court, Ernakulam. That court granted an interim injunction, and finally allowed the appeal on 14-4-1968 granting a temporary injunction, restraining the General Secretary from convening any general meeting of the Yogam in accordance with Art.47 of the 1966 articles. On 17 21969, the suit was decreed by the Munsiff's Court holding that Art.47 of the 1966 articles is violative of S.87 of the Companies Act. and restraining the General Secretary from holding any general meeting in accordance with that article. 6. This factional fight between the President and the General Secretary has created difficulties also in holding meetings of the Board of Directors or the Council of the Yogam. and restraining the General Secretary from holding any general meeting in accordance with that article. 6. This factional fight between the President and the General Secretary has created difficulties also in holding meetings of the Board of Directors or the Council of the Yogam. On 18-1-1968, the President wrote to the General Secretary complaining about his failure to convene a meeting of the Board of Directors in spite of repeated requests, and informing him that the President would convene such a meeting, if the General Secretary did not convene a meeting before 23-1-1968. The General Secretary replied to the President objecting to his proposed action, and informing him that the General Secretary was going to convene a meeting of the Council on 24-1-1968. Therefore, the President convened a meeting of the Board of Directors on 3-2-1968, and the General Secretary convened a meeting of the Council on 24-1-1968. The meeting of the Board seems to have been attended only by the partisans of the President, while the meeting of the Council appears to have been attended by the partisans of the General Secretary only. On 18-2-1968, a meeting of the Board was convened by the General Secretary, which was presided over by the President. According to the petitioners, the General Secretary behaved in a rude and violent manner at that meeting; and yet the Board transacted business, passing several resolutions. One of them was to frame rules for the administration of the schools under the Yogam, and the rules provided for the appointment of a General Manager for that purpose. These allegations are denied by the General Secretary. Both the President and the General Secretary have recorded the minutes of the proceeding of the meeting; and naturally they differ. 7. On 23-3-1968, the General Secretary convened a meeting of the Council, without giving notice to one Shri Mukundan, who was nominated to the Council by the Board of Directors at their meeting on 3-2-1968. The General Secretary does not recognise the said meeting and the nomination of Shri Mukundan as valid. Therefore, Shri Mukundan filed OS. No. 187 of 1968 in the Munsiff's Court, Ernakulam, and obtained an interim order of injunction restraining the General Secretary from holding any meeting of the Council without notice to him as a member thereof. The General Secretary does not recognise the said meeting and the nomination of Shri Mukundan as valid. Therefore, Shri Mukundan filed OS. No. 187 of 1968 in the Munsiff's Court, Ernakulam, and obtained an interim order of injunction restraining the General Secretary from holding any meeting of the Council without notice to him as a member thereof. The meeting was however held; and it resolved to nominate one Shri Subramanian to the Council, and also to hold another meeting of the Council on 23-3-1968. That meeting was also held; and it resolved to convene a meeting of the Board of Directors on 26-5-1968. These meetings of the Council were apparently attended only by the partisans of the General Secretary. According to the petitioners, both these meetings and the proceedings thereof are illegal. One Shri K. R. Narayanan, who is a member of the Board of Directors as well as the Council, filed OS. 289 of 1968 in the Munsiff's Court, Ernakulam, and obtained an order of interim injunction against the General Secretary restraining him from holding the meeting of the Board on 26-5-1968. The meeting was however held, and it was resolved to hold a general meeting of the Yogam in accordance with Art.45 of the 1948 articles on 30-3-1968. Thereupon a further order was issued from the Munsiff's Court restraining the General Secretary from implementing the resolutions said to have been passed at the meeting of the Board held on 26-5-1968. Both OS. 187 and 289 of 1968 are pending, and the interim orders of injunction passed in the said suits are still in force. 8. On 7-8-1968, a meeting of the members of the Board of Directors and the Presidents and Secretaries of the Unions was convened by Presidents of some of the unions to consider the impasse caused in the management of the affairs of the Yogam, and to find out ways and means to tide over the difficulties. That meeting appointed a committee to contact the General Secretary, talk out the differences and persuade him to convene the annual general meeting and Directors' meeting for lawfully conducting the affairs of the Yogam. The committee did not succeed in their efforts; and they reported the matter in another meeting of the members of the Board of Directors and Presidents and Secretaries of the unions, which was convened on 6-10-1968. The committee did not succeed in their efforts; and they reported the matter in another meeting of the members of the Board of Directors and Presidents and Secretaries of the unions, which was convened on 6-10-1968. That meeting expressed non-confidence in the Central Secretary and requested him to resign from his office. It also resolved that legal steps may be taken to set right the affairs of the Yogam, if the General Secretary did not resign. According to the General Secretary, the meeting on 7-8-1968 was held without notice to him. He admits that a few persons said to be constituting a committee appointed at the above meeting met him and discussed about the affairs of the Yogam, to whom he explained the obstacles caused in convening meetings of the general body or of the Directors on account of the various orders of injunction issued from court. He does not admit that there was any meeting on 6-10-1968. The present petition for reliefs under S.397 and 398 of the Companies Act had been filed under the aforesaid circumstances. 9. There are many more serious allegations against the General Secretary. He has denied all of them, and made counter-allegations against the President and others opposed to him. According to the General Secretary, he is carrying on the affairs of the Yogam in the most ideal manner; and under his administration, the Yogam has achieved great prosperity. It is unnecessary for me to express any opinion about the allegation made against the General Secretary or about his alleged meritorious services to the Yogam. The admitted facts and circumstances, to which I have adverted above, show that the management of the affairs of the Yogam has been brought to a calamitous situation; and it is not very material for the purpose of this case to consider who is responsible for that. The present General Secretary was elected at the annual meeting held on 19-3-1966. His period of office expires with the election of the Board of Directors for the ensuing year at the next annual meeting. That meeting was convened on 29-10-1967; and it was dispersed without transacting any business, due to the disorder and confusion alleged to have been caused by intruders. His period of office expires with the election of the Board of Directors for the ensuing year at the next annual meeting. That meeting was convened on 29-10-1967; and it was dispersed without transacting any business, due to the disorder and confusion alleged to have been caused by intruders. Now there is an injunction from the Ernakulam Munsiff's Court against the General Secretary from convening a general meeting either in accordance with Art.45 of the 1948 articles or Art.47 of the 1966 articles; and there is no other provision for convening a general meeting. There are also orders of injunction against convening any meeting of the Board of Directors or of the Council. The affairs of the Yogam really concern the welfare of one of the largest communities in this State. Its management is vested in the Board of Directors; and there is also an elected Council to carry on the internal management. Large executive powers are vested in the General Secretary; and those powers have to be exercised under the directions of the Board and the Council. But there can be no meetings of the Board or the Council, to regulate or examine his conduct; nor can the annual general meeting be held at which alone his office would terminate. The General Secretary is in a supremely happy position. He can continue in office until the termination of the aforesaid litigations, and carry on the affairs of the Yogam, according to his sweet will and pleasure. The rules contained in the articles of association relating to the management of the Yogam have been successfully put in cold storage; and a situation has been created which makes it impossible to carry on the affairs of the Yogam according to law. This is, therefore, an eminently fit case for relief under S.398 of the Companies Act, if this action is maintainable. 10. I shall now read S.399 of the Companies Act: "399. This is, therefore, an eminently fit case for relief under S.398 of the Companies Act, if this action is maintainable. 10. I shall now read S.399 of the Companies Act: "399. (1) The following members of a company shall have the right to apply under S.397 or 398: (a) in the case of a company having a share capital, not less than one hundred members of the company or not less than one-tenth of the total number of its members, whichever is less, or any member or members holding not less then one-tenth of the issued share capital of the company, provided that the applicant or applicants have paid ail calls and other sums due on their shares; (b) in the case of a company not having a share capital, not less than one-fifth of the total number of its members. (2) For the purposes of sub-section (1), where any share or shares are held by two or more persons jointly, they shall be counted only as one member. (3) Where any members of a company are entitled to make an application in virtue of sub section (1), any one or more of them having obtained the consent in writing of the rest, may make the application on behalf and for the benefit of all of them. (4) The Central Government may, if in its opinion circumstances exist which make it just and equitable so to do, authorise any member or members of the company to apply to the Court under S.397 or 398 notwithstanding that the 'requirements of clause (a) or clause (b), as the case may be; of sub-section (1) are not fulfilled. (5) The Central Government may, before authorising any member or members as aforesaid, require such member or members to give security for such amount as the Central Government may deem reasonably, 'for the payment of any costs which the Court dialing with the application may order such member or members to pay to any other person or persons who are parties to the application." What is most material for the purpose of this case is sub-section (1). Clause (a) thereof deals with "a company having a share capital", and clause (b) deals with "a company not having a share capital". Clause (a) thereof deals with "a company having a share capital", and clause (b) deals with "a company not having a share capital". In the case of a company falling under clause (b), an application under S.397 or 398 shall be by not less than one fifth of the total number of its members, or by any one or more of them with the written consent of the rest. The Yogam has admittedly more than 40,000 members; and the present petition is by 10 members with the written consent of 265 other members. So this does not constitute one-fifth of the total number of members; and admittedly the petition would not be maintainable, if the Yogam falls under clause (b), namely if it is "a company not having a share capital". The contention of the learned counsel for the General Secretary is that it is such a company, while according to the learned counsel for the petitioners. It is a company falling under clause (a) of S.399(1). There is no dispute that the petition is maintainable, if the Yogam falls under clause (a). So the whole controversy resolves on the decision of the question whether the Yogam is "a company having a share capital" or "a company not having a share capital". 11. The point was ably and elaborately argued by the learned counsel for both parties. They have not placed before me any decision directly bearing on the point; and it has therefore to be decided on first impression. The words "share capital" and "capital" are not defined in the Companies Act. S.2 (46) of the Act defines "Share" as follows: " "Share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;" Buckley on the Companies Acts, Thirteenth Edition at page 158 states: "The word "capital" may have any one of at least three meanings-viz. : (1) Nominal Capital: the amount named in the memorandum of association, say £100,000 in 10,000 shares of £ 10 each. (2) Issued capital, say 5000 shares of £ 10 each part of the above nominal capital. : (1) Nominal Capital: the amount named in the memorandum of association, say £100,000 in 10,000 shares of £ 10 each. (2) Issued capital, say 5000 shares of £ 10 each part of the above nominal capital. (3) Paid-up capital, say £ 25,000, being £ 5 per share on each of the above 5000 shares." Palmer's Company Law, Twentieth Edition, contains the following statements at page 265: "The word "capital" is used in company law in various senses and it is necessary to distinguish between (a) the nominal (likewise called authorised) capital; (b) the issued capital; (c) the paid-up capital." "Every company limited by shares or limited by guarantee and having a share capital is required to have a nominal capital with which it is registered, and this is one of the essential features of the company's constitution and must be stated in the memorandum of association. It is divided into shares of fixed amount." "The nominal capital in its original or altered form sets the limit of capital available for issue, and accordingly the issued capital of a company can never exceed its nominal capital. The nominal capital is. strictly speaking, not "capital" at all; it represents only an authority by the shareholders to the directors to create new capital by the issue of shares (hence the term "authorised capital"); the issued capital, on the other hand, has actually been taken up by shareholders who have agreed to give consideration in cash or kind for the shares issued to them unless those shares are fully paid bonus shares; the issued capital is, thus, a reality and not merely an authority." The above statement shows that the words "capital" and "share capital" are synonymous. It may mean the nominal or the authorised capital, the issued capital of the paid up capital; and the meaning depends in the context in which that terms is used. It also follows from the above statements, that a company having share capital is a company registered with a nominal or authorised capital, which is divided into shares of a fixed amount. 12. I shall now examine some of the relevant provisions of the Companies Act, 1956. It also follows from the above statements, that a company having share capital is a company registered with a nominal or authorised capital, which is divided into shares of a fixed amount. 12. I shall now examine some of the relevant provisions of the Companies Act, 1956. S.12 contains the provision relating to the mode of forming an incorporated company; and it reads: "12(1) Any seven or more persons, or where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, by subscribing their name to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company with or without limited liability. (2) Such a company may be either (a) a company having the liability of it members limited by the memorandum to the amount, if any unpaid on the shares respectively held by them (in this Act termed "a company limited by shares"); (b) a company having the liability of its members limited by the memorandum to such amount as the members may respectively undertake by the memorandum to contribute to the assets of the company in the event of its being wound up (in this Act termed "a company limited by guarantee"); (c) a company not having any limit on the liability of its members (in this Act termed "an unlimited company").11 According to the above provision, an incorporated Company falls into three classes, namely (a) a company limited by shares, (b) a company limited by guarantee, and (c) an unlimited company. The expression "a company having a share capital" is used in many sections in the Act; and S.13 (4) is one of them. The expression "a company having a share capital" is used in many sections in the Act; and S.13 (4) is one of them. It reads: "13(4) In the case of a company having a share capital (a) unless the company is an unlimited company, the memorandum shall also state the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount; (b) no subscriber of the memorandum shall take less than one share; and (c) each subscriber of the memorandum shall write opposite to his name the number of shares he takes." This provision shows that "a company having a share capital" may fall into one of the three classes mentioned in S.12; and clause (a) of S.13 (4) deals only with such a company which is not "an unlimited company". In other words, it deals with a company having a share capital, and which is either limited by shares or limited by guarantee; and it provides that in the case of such a company, the memorandum shall state the amount of share capital with which the company is registered, namely the nominal or authorised share capital of the company, and the division thereof into shares of a fixed amount. 13. I shall also read S.69(1), 70(1) and 86, in which the expression "share capital" or "company having a share capital" appears: "69 (1). No allotment shall be made of any share capital of a company offered to the public for subscription, unless the amount stated in the prospectus as the minimum amount which, in the opinion of the Board of Directors, must be raised by the issue of share capital in order to provide for the matters specified in Clause.5 of Schedule II has been subscribed, and the sum payable on application for the amount so stated has been paid to and received by the company, whether in cash or by a cheque or other instrument which has been paid". 70 (1) A company having a share capital, which does not issue a prospectus on or with reference to its formation, or which has issued such a prospectus but has not proceeded to allot any of the shares offered to the public for subscription, shall not allot any of its shares or debentures unless at least three days before the first allotment of either shares or debentures, there has been delivered to the Registrar for registration a statement in lieu of prospectus signed by every person who is named therein as a director or proposed director of the company or by his agent authorised in writing, in the form and containing the particulars set out in Part I of Schedule III and, in the cases mentioned in Part II of that Schedule, setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule." "86. The share capital of a company limited by shares formed after the commencement of this Act, or issued after such commencement, shall be of two kinds only namely: (a) equity share capital; and (b) preference share capital." Reference may also be made to S.85, 87, 88, 91 to 99 and 159 of the Companies Act. A reading of the aforesaid provisions confirms my view that "a company having a share capital" means a company registered with an authorised capital, which is divided into shares of a fixed amount. In fact, clause (a) of S.3P9 (1) of the Act also indicates the same thing. It refers to "any member or members having not less than one-tenth of the issued capital of the company" as one among the persons entitled to apply under S.397 and 398. Issued share capital means the share capital issued to members out of the authorised capital of the company. A company which has an authorised capital, in other words, which has a share capital, alone can issue share capital. 14. The next question for consideration is whether the Yogam is a company having a share capital. The liability of its members, as already stated, is limited by its memorandum; but it does not mention any authorised capital; and therefore, there is no scope for dividing any share capital into shares of a fixed amount. 14. The next question for consideration is whether the Yogam is a company having a share capital. The liability of its members, as already stated, is limited by its memorandum; but it does not mention any authorised capital; and therefore, there is no scope for dividing any share capital into shares of a fixed amount. It follows, therefore, that the Yogam is not a company having a share capital. The learned counsel for the petitioners invited my attention to Art.4, 6 and 7 of the 1966 articles, which provide that the value of one share shall be Rs. 5/-, that, for becoming a member, a person must take at least one share, and that a member can take more than one share. Art.8 to 12, which deal with payment of the share value and the right of the members, were also referred to by the learned counsel. The 1948 articles contain the same or similar provisions. Art.13 is the same in both the 1948 and 1966 articles; and it states that the share of a member is not under any circumstances transferable, and that his right in the Yogam ends with his death. In other words, the share is neither transferable nor inheritable. "Share" as defined in the Companies Act and as understood in company law, means share in the capital of a company. It is a tangible property. But according to Art.13 above referred to, "share" in the Yogam is not share in its capital; and it is not, therefore, "share" as defined in the Companies Act. As already stated, the Yogam is not a company having a share capital. Share in the Yogam creates only a personal status, followed by certain rights as conferred by its articles of association. It is not a tangible property. What is fixed as share value in the articles is the amount which a person has to pay to become a member of the Yogam, and obtain the status of membership, with the personal rights arising therefrom. There is no difference between a person who has taken one share and another person who has taken more than one share in respect of their rights in the Yogam as members thereof. There is no difference between a person who has taken one share and another person who has taken more than one share in respect of their rights in the Yogam as members thereof. It follows from what I have stated above that the Yogam is not a company limited by shares, but it is a company limited by guarantee as mentioned in S.12 (1) of the Act, and that S.87 of the Act has also no application to the Yogam. 15. In the result, I am constrained to hold that this petition is not maintainable; and I dismiss the same with regret. I may however observe that the Yogam is not without remedy to save itself from the present stalemate. S.399 (4) of the Companies Act provides that the Central Government may, if in its opinion circumstances exist which make it just and equitable so to do, authorise any member or members of a company to apply to the court under S.397 or 398, notwithstanding the requirements of clause (a) or clause (b), as the case may be, of Sub-section (1) are not fulfilled. I have no reason to think that the Central Government, if moved in that respect, will not take the necessary steps to save this institution from its present state of affairs and protect it from ruination. I am also not without hope that the General Secretary and the members of the Board of Directors will rise to the occasion, and act in the best interests of the institution and the great community which it serves. In the circumstances of this case, I make no order as to costs.