NARAYANA PAI, J. ( 1 ) THESE two appeals arise out of OS. No. 33 of 1956 filed before the Court of the District Judge, Civil Station, Bangalore, under S 92 CPC. Five persons who had obtained the consent of the Advocate General required under the said section figured as the plaintiffs in the first instance subsequently, plaintiffs Nos 4 and 5 dropped out of the suit and the suit was continued only by the first three plaintiffs. The defendants are five in number. The prayers in the plaint were that the defendants should be removed from the offices they held in the Devanga Sangha (of which all the parties other than the 4th plaintiff were members) and that the defendants should be directed to render true and proper accounts in regard to the collections made by them on behalf of the Sangha in connection with the Silver Jubilee Building Fund of the Sangha. The first prayer was not granted. The second prayer was granted only by directing defendants 2 and 3 to render accounts. The suit was dismissed against defendants 1, 4, and 5. Defendants 2 and 3 have preferred Appeal No. 171 (1963 against the decree for accounts made against them. Plaintiffs have preferred Appeal no 9/1964 complaining against the dismissal of the suit as against defendants 1, 4 and 5 ( 2 ) ALTHOUGH fairly lengthy pleadings were presented and voluminous evidence, both oral and documentary, was brought on record, we find that the few facts a correct assessment of the legal value whereof is sufficient to make a full and satisfactory disposal of the controversies in the suit, are either admitted or proved by reliable documents, which are either undisputed or are clearly indisputable. ( 3 ) THERE is in Bangalore an association called the Devanga Sangha, which was registered as a society on the 12th of February 1924 under the mysore Societies Registration Act of 1904 Like all other societies of that nature, the Sangha is governed by a Memorandum of Association, a set of articles of Association and subsidiary bye-laws framed by the Society the objects of the Sangha set out in the Memorandum are to advance the educational, economic and social welfare of the members of the Devanga community who are a section of Hindus The membership is limited to those belonging to the said community and is subject to payment of donations or periodical subscriptions There are, as in other cases, different classes of members like Patrons who are called by two different Kannada names 'poshaka and Sahayaka', Life members, Hon. members and ordinary members. The management of affairs of the Sangha is vested in a body called the Executive Council consisting of a President, four Vice presidents, a Secretary, a Treasurer and 50 other members ( 4 ) IN October 1950, by which time the Sangha had completed 25 years of its existence, the Executive Council resolved to commemorate the event bv putting up a building to be called the Silver Jubilee Building of the sangha A sub-committee of seven members was appointed consisting of plaintiffs 1 and 2 and defendants 1 to 5 The 2nd defendant was appointed the convenor of that sub-committee The sub-committee was charged with the duty of collecting donations for the proposed building and attending to all details of its construction. ( 5 ) DONATIONS were collected solely from members of the Sangha itself. The progress of the collection of donations and construction of the building was, from time to time, made mention of in the Annual reports of the Sangha, Exts. P-3, 4, 5, 6 and 7. In Ext. P-3 which is the report for the year 1950, it is reported that the work in connection with the building was progressing briskly, that Rs. 35,000 had already been spent and rs. 30,000 more was expected to be spent on further works and that a sum of Rs. 33,000 alone had been collected. When this report was made, the first plaintiff was the Secretary of the Sangha. In Ext. P-4, the report for the year 1951, it is reported that Rs. 35,000 had already been spent and rs. 30,000 more was expected to be spent on further works and that a sum of Rs. 33,000 alone had been collected. When this report was made, the first plaintiff was the Secretary of the Sangha. In Ext. P-4, the report for the year 1951, it is reported that Rs. 1,08,000 had been collected by way of donations and Rs. 1,22,000 spent for the construction of the building. It was expected that another Rs. 25,000 might be required. In Ext. P-5, the report for the year 1952, the information given is Rs. 1,35,355-10-0 had been collected by way of donations and Rs. 1,37,712-1-10 had been spent on the building. It was noticed by the General Body at that time that detailed lists of receipts and expenditure had not been reported upon and that the same should be attended to. The auditor also noticed that full account has not been rendered or finalised. Ext. P-7 is the report for the year 1953, to which we shall make a more detailed reference at a later stage. ( 6 ) IT is the evidence of the 2nd defendant as DW. 6 that he was, from time to time, furnishing information with the lists of receipts and expenditure to the Executive Council and securing their approval or acceptance of the same. But, for the present purpose, it is sufficient to refer to one or two of the proceedings of the Executive Council which are recorded in the minutes book, Ex. P-2. The first proceedings which are of relevance are those relating to a meeting of the Executive Council held on the 15th of November 1953. They are found recorded at pages 153 to 155 of Ext. P-2. Resolution No. 7 adopted at that meeting was to the effect that the full lists of receipts and expenditure relating to the Silver Jubilee building submitted by the sub-committee are accepted. The resolution is marked separately as Ext. P-2 (k ). As this resolution, the original of which is in Kannada , we copy the same below : * * * ( 7 ) PRIOR to this meeting, there had been called on the 15th of April 1953, a meeting of the Donors, the proceedings whereof are recorded in an exercise book marked Ext. D-2. The proceedings themselves are fiven a peparate Ext. D-2 (b ). D-2. The proceedings themselves are fiven a peparate Ext. D-2 (b ). The substance of the record is that the 2nd defendant chikkavenkatappa read out the lists of receipts and expenditure, showing a total of Rs. 1,36,095-12-0 as collections and Rs. 1. 37. 559-1-10 as expenditure and that the same was accepted as correct unanimously. It was also further resolved that whatever remained to be done in connection with the building should be finished expeditiously and the building made available within one year. ( 8 ) THE report, Ext. P-7, was placed before the meeting of the general body held on 16th of October 1954. The proceedings of the said meeting recorded at pages 176 to 185 are separately marked as Ext. P-2 (n ). The relevant pare of the proceedings mentions mat audited accounts as well as the acceptance of the sub-committee s accounts by tne Executive Council on 15-11-1953, were brought to tne notice o the meeting, 'mere mere was some discussion about tne same. One of the members who wanted to speak particularly about the accounts relating to tne construction of the silver Jubilee Building was one Gangadharaswamy. The chairman of tne meeting considering tnat several people might wish to speak about the same allowed five minutes to Gangadharaswamy for his speecn. He thought what he wanted to say could not be said within such a snort time and hence declined to proceed further. No one else got up to make any speech. It is then recorded in the proceedings that tne audited accounts set out in the report were put to vote and passed with tne single dissenting vote of the said Gangadharaswamy. ( 9 ) IT was just a couple of days before the date of this meeting that an application had been presented to Advocate General of the State for his consent to the presentation of the suit under S. 92 CPC. The consent was accorded on the 26th of October 1954 and the suit was filed on the 28th of the same month. ( 10 ) THE plaint narrates briefly the events mentioned above with an addition of what appears to be the basis for the plaintiff's suit. The consent was accorded on the 26th of October 1954 and the suit was filed on the 28th of the same month. ( 10 ) THE plaint narrates briefly the events mentioned above with an addition of what appears to be the basis for the plaintiff's suit. It is stated or claimed that tne decision for putting up this building was a decision of the entire Devanga Community as such; the actual averment reads :"in order to commemorate the existence of the Sangha for a period of well over 25 years, the members of the community decided to construct a new building intended to name it as Devanga bangha silver Jubilee Hall. "after stating in paragraph 8 of the plaint that the Rules of the Sangha required that monies received and expended by its office bearers snould be regularly accounted for by maintaining books of account and vouchers in support of the expenditure, and tnat the accounts of the Sangna are required by the Rules to be audited from time to time and alter rererring to the various reports (to which we have already made a relerence) in para 10 of the plaint, the plaint complains that there has not been a regular or proper accounting in obedience to the relevant Articles and Bye- laws of the Sangha and formulates the claim in para 12 of the plaint as follows :"the plaintiffs are members of the Devanga Sangha and they are interested in the proper management of the aftairs of the Devanga sangha. They are interested in seeing that the amounts collected oh behalf of the members of the community by the Devanga Sangha from among the members of community are properly accounted for and the prestige of Sangha and the members of the community is duly maintained in the eyes of the public at large. The defendants as stated earlier are the present office bearers of the Devanga Sangha and they are liable to give proper explanation regarding the collection and expenditure of all the sums of money raised in connection with aforesaid Building and are liable to answer for the acts of omission and commission of the Building committee. The defendants have at present their own friends and supporters in the Executive Committee of the Devanga Sangha in such a large number that the voice of the minority members, though just, is not heeded. The defendants have at present their own friends and supporters in the Executive Committee of the Devanga Sangha in such a large number that the voice of the minority members, though just, is not heeded. The defendants are trying to iorce their decision regarding the accounting of the monies collected in this manner, have acted illegally and against the constitution of the Sangha. "thereafter some relerence is made to what the plaintiffs considered to be acts of omission or commission on the part ol me members of the subcommittee. After stating that an opportunity given by the plaintiffs to the defendants to explain their position and to clear matters by a notice dated 12-5-1954 has not been taken advantage of by the defendants who failed to give a reply to the said notice, the plaintiffs conclude by stating that the cause of action for the suit arose on the date of said notice, viz. , 12-13-1904 and make the prayers to which we have already referred. ( 11 ) TWO written statements have been filed by two sets of defendants, but their contentions are all the same. it is unnecessary to refer to various detailed answers made to the allegations contained in the planit. It is sufficient to state that the case 01 tne defendants in tne last analysis may be summarised as consisting of two principal attacks against tne plaint. The first is that this is not a matter to which the provisions of S. 92 CPC. apply or can be properly applied. The second as that the grievance, if any, described in the plaint is not either in iact or in law, a grievance which can be described as a personal grievance of the piaintifls, but, that the same can at best be regarded as a grievance capable of being made by the sangha itself as an incorporated bod'y and that any proceedings in that regaid could properly be taken only in the name of or on behaif of the sangha. They contend, in consequence, that the omission to implead the sangha, either in the name of the Sangha or in the name of the President as representing the same, is a fatal detect. They contend, in consequence, that the omission to implead the sangha, either in the name of the Sangha or in the name of the President as representing the same, is a fatal detect. In the written statements, of course actions of the Building sub-committee and particularly its convener, the 2nd defendant, have been defended and it is contended that on merits, there is no cause whatever for the complaint of the type sought to be made in the plaint, because, the accounts have been unanimously adopted and accepted as correct not only by the Executive Council of the Sangha and the Donors themselves, but also by the General Body of the Sangha. ( 12 ) THE technical objections were made the subject of first four issues which were taken up for consideration as preliminary issues and disposed of by an order dated 12th of December 1960. The findings were against the defendants. Hence the suit went to trial and after recording considerable body of evidence, the judgment on the merits was pronounced on 24th of July 1963. ( 13 ) ALTHOUGH, several issues have been famed, from what we have summarised above as the substance of the controversy, two points that arise for consideration in this appeal are : (1) Whether the case was such as to attract the provisions of S. 92, civil Procedure Code ? and (2) If the answer to the first is in the negative, whether the suit has been properly framed for securing such relief as may be available in the circumstances of the case. ( 14 ) NOW S. 92 CPC. refers in clear terms to two cases in which the procedure laid down by it should be or can be taken advantage "of and they are : (i) a case of alleged breach of any express or constructive trust created for public purposes of a charitable or religious nature; or (ii) where the direction of the Court is deemed necessary for the administration of any such Trust, it is clear that the trust referred to in this section Is one actually created for a public purpose, whether that purpose be a charitable one or a religious one. The choice of the words 'creation of a trust' obviously has reference to the similar phraseology adopted in the Indian Trusts Act. The choice of the words 'creation of a trust' obviously has reference to the similar phraseology adopted in the Indian Trusts Act. 'trust' is an obligation annexed to tne ownership of property-vide S. 3 of the act. A trust is created when the author of the trust indicates with reasonable certainty by any words or acts an intention on his part to create thereby a trust, the purpose of the trust, the beneficiary and the trust property and (unless the trust is declared by will or the author of the trust is himself to be the trustee) transfers the trust property to the trustee- (vide S. 6 of the Act ). ( 15 ) THE question is whether the formation of a society under the societies Registration Act to carry out any charitable or useful or social purpose can at all be regarded as amounting to creation of a trust in the sense mentioned above. The Societies Registration Act is an Act promulgated for the purpose of making provision for regulating, controlling and improving the legal condition of societies established for the promotion of literature, science or fine arts or for the diffusion of useful knowledge or for any charitable purposes. The Act of 1960 which was substituted for the previous Mysore Act No. 3 of 1904, has, however, limited the object to the mere provision for registration of literary, scientific, charitable or other societies in the State of Mysore. The manner in which the said objects are given effect to in the two statutes is the same. They enable individuals to get themselves formed into an incorporated body, like Corporations or companies with a separate legal personality conferred upon the incorporated body. And express provision is made (in S. 6 of the Act of 1904 and s. 14 of the Act of 1960) to the effect that the property, moveable or immoveable, belonging to a Society registered under the Act, unless it is vested separately in trustees, shall be deemed to be vested for the time being in the Governing Body of the society. S. 7 of the Act of 1904 corresponding to S. 15 of the Act of 1960 makes provision for the manner in which the societies may sue or be sued. S. 7 of the Act of 1904 corresponding to S. 15 of the Act of 1960 makes provision for the manner in which the societies may sue or be sued. The general provision is that every society registered under the Act may sue or be sued in the name of President or other office bearer specified for the purpose by the Rules and Regulations of the Society. ( 16 ) THE obvious legal effect of these provisions is that although the object of a society may be described as a charitable purpose and by its regulations it is empowered to acquire property and use the same for achieving its objects, the property belongs to the society and is owned by the society like any other individual, because, the society is itself invested with the character of a legal person by virtue of the provisions of the statute. It is not property in respect of which it is possible to predicate a trust, an author of the trust and a transfer of the said property as trust property to any trustee, nor can it be said that whenever a society acquires property, it declares itself as a trustee in respect of that property. The obligation to use the property for purposes of the society is an obligation which is inherent or implicit in the Memorandum of Association which is the basic document constituting the society. That does not amount to nor can it be, by any stretch of imagination, read as amounting to any declaration of trust in respect of a specified property. ( 17 ) SUCH being the clear position in law in regard to trusts and in regard to registered societies and the clear difference between the two, the prime facie opinion in this case" should necessarily be that unless some special circumstances are made out, it is not possible to start with an assumption that there is a trust created for public purposes, in regard to which the provisions of S. 92 CPC. could be invoked. ( 18 ) THE District Judge, who disposed of the preliminary issues and found them against the defendants, has not discussed the position from the point of view mentioned above. could be invoked. ( 18 ) THE District Judge, who disposed of the preliminary issues and found them against the defendants, has not discussed the position from the point of view mentioned above. The only ground for his decision seems to be what is stated in para 5 of his order: "now, there is a surfeit of rulings on the question as to what should be looked into in order to ascertain the true nature of the suit under S. 92 and I will set out only a few of them here. . " he then refers to three rulings, one of the Nagpur High Court, one of Oudh and another of Madras High Court laying down the principle that allegations in the plaint should be taken as determinative of the nature of the suit and proceeds: "that being so, it is clear that, in this case, for the present purposes, only the allegations in the plaint must be looked into and the fact the defendants deny the existence of a trust, must be out of consideration straightaway. " ( 19 ) EVEN applying the test adopted by the District Judge, it appears to us that the plaint in this case could not have passed that test. There is not anywhere in the plaint any statement of the trust and the nature of the trust contemplated in S. 92 CPC. , nor any particulars sufficient to identify the said trust or indicating the creation of such a trust. We have already summarised the case as made out in the plaint which is exhaustive of what appear to be the salient features of the said case. , nor any particulars sufficient to identify the said trust or indicating the creation of such a trust. We have already summarised the case as made out in the plaint which is exhaustive of what appear to be the salient features of the said case. All that the plaint makes out is that in regard to the accounting of the monies received and expended on account of Silver Jubilee Hall of the Sangha, there has been, according to the plaintiffs' case, a disobedience of or an omission to obey fully the relevant Rules and Regulations of the Sangha, that the defendants who were in charge of the funds collected for the building as well as the construction of the building, were accountable in respect of the monies collected and spent by them, that they have failed to do so and that, therefore, the plaintiffs, as members of the Sangha and members of the Devanga community, are entitled to call upon the defendants to explain their position and render full and complete account. ( 20 ) NOW, in regard to this matter, the colour sought to be given to the case by an attempt to make out that even the decision to put up the building was a decision taken by the Devanga community itself, is an inaccurato statement of the position, which the plaintiffs have not only failed to est- wish, but also the evidence has totally destroyed. It is proved beyond doubt by the evidence and is actually admitted by one of the plaintiffs as a witness that donations were collected only from the members of the Sangha and not from any one who was not such a member. The decision to put up the building was taken by the Executive Council of the Sangha, as is proved by the documents produced by the Sangha, which there is no reason whatever to discredit. Very early, in his examination-in-chief, the 1st plaintiff Hanmanthappa as PW. l deposed:"i was the Joint Secretary of the Sangha from 1947 to 1953. I was also member of the Executive Committee. In 1950 the Executive Committee decided to construct a building in commemoration of the Silver jubilee of the Sangha. Very early, in his examination-in-chief, the 1st plaintiff Hanmanthappa as PW. l deposed:"i was the Joint Secretary of the Sangha from 1947 to 1953. I was also member of the Executive Committee. In 1950 the Executive Committee decided to construct a building in commemoration of the Silver jubilee of the Sangha. "d. C. Subbarayappa, who was the President of the Sangha at the relevant periods deposing as 5th witness for the plaintiffs said at the end of his examination-in-chief:"persons who were not members of Sangha have not paid any donation and they have no interest in the affairs of the Sangha or in the jubilee building. " ( 21 ) ON the evidence, therefore, there cannot be the slightest doubt that the construction of this building was purely and exclusively an activity and concern of the registered society called the Devanga Sangha. It was not and cannot be described as a matter in which the entire Devanga community as community took any interest or any steps in such a way as to make it possible to suggest that a specified item of property was dedicated by it, or some members thereof, to public purpose, viz. , some welfare of the community at large. ( 22 ) IN this Court, an attempt has beert made by Mr. Nagaraja Rao, learned Counsel for the plaintiffs to point out that upon admitted facts the members of the building sub-committee may be regarded as occupying positions of trustees who came into possession of funds expressly intended to be utilised for a certain specific purpose, namely, acquisition of a specified item of immoveable property intended to be used for charitable purposes, namely the objects of the Devanga Sangha. Although the overall situation of a registered society consisting of members belonging to a particular community or section of Hindus adopting ways and means for the betterment of the community when reduced to its elements uninfluenced by any considerations of law may appear to lend some sort of support to this explanation or theory put forward by Mr. Nagaraja Rao, it appears to us that if scrutnised in the light of the principles of law already stated by us, the theory cannot stand such scrutiny. As already observed, it was the sangha that was taking steps to put up this building. Nagaraja Rao, it appears to us that if scrutnised in the light of the principles of law already stated by us, the theory cannot stand such scrutiny. As already observed, it was the sangha that was taking steps to put up this building. If its activity can be regarded as acquiring property in two stages, first in the shape of money, next by converting it into immoveable property, then the sub-committee appointed by the Council of the Sangha to attend to the details of this work cannot, in our opinion, occupv any thing like the position of a trustee. They would be in no better position than an ordinary building contractor to whom an individual gives money for the purpose of buying building material and puttiner up a house. Having regard to the Rules and Regulations of the society, the sub-committee or members of the sub-committee may be obliged to observe the procedure and the restrictions prescribed or imposed by the Rules and Regulations. Nevertheless, they are clearly a subsidiary boddy appointed for the ad hoc purpose of the Sangha by its governing body, the Executive Council. The normal principles of law governing the actions of such a subsidiary body are that it should function under the supervision and subject to the control of the main governing body. Its members do not become either trustees nor can their appointment followed by their discharge of the purpose for which they are appointed, result in the creation of a trust for any public purpose. All that happens is that the registered society acquires a certain item of property which, under the law, must be deemed to vest in the governing body unless they take steps to vest it separately in trustees. There is no suggestion here of any such separate vesting. Hence effect should be given to the normal provisions of law which vest the property in the Executive Council. ( 23 ) MR. Nagaraja Rao has also depended upon certain decisions particularly those reported in Kamarusu Kasi Vishvanathan v. Rudro viranna AIR. 1953 Mad. 220. ; T, Sttharama Chetty v. S. Subramania Iyer ILR. 39 Mad. 700. ; Gomathinayagam Pillai v. Sri Manthramurthi Hiah School Committee AIR. 1963 Mad. 387; Commissioner, lucknow Division v. Deputy Commissioner of Partabgarh AIR. 1937 PC. 240,, and P. Mdhadevayya v. G. Mallikarjuniah 53 Mys. H. C. R. 167. 1953 Mad. 220. ; T, Sttharama Chetty v. S. Subramania Iyer ILR. 39 Mad. 700. ; Gomathinayagam Pillai v. Sri Manthramurthi Hiah School Committee AIR. 1963 Mad. 387; Commissioner, lucknow Division v. Deputy Commissioner of Partabgarh AIR. 1937 PC. 240,, and P. Mdhadevayya v. G. Mallikarjuniah 53 Mys. H. C. R. 167. ( 24 ) THE first of these cases, viz. , that reported in Kamarusu Kasi vishvanathan's case (l), is not a case of any registered society. It related to certain collections of money made by a village community and entrusted to certain members of the community for certain specified purposes of the village community. The situation of facts in that case is therefore quite different from the one with which we are now concerned in this case. ( 25 ) THE other four decisions are relied upon to make out one general proposition, namely, that for the purpose of applying the provisions of s. 92 CPC. , it is not obligatory that the trustees should be individual human beings, but may be statutory committees or statutory bodies including incorporated bodies. In T. Sitharama Chetty's case (2), it was held that an Area Committee appointed under one of the provisions of the madras Endowments Act, which was in management of a certain temple, may clearly be regarded as a trust for the purpose of S. 92 CPC. In Commissioner, lucknow Division's cose (4), there was an unincorporated informal committee of persons who collected subscriptions for a specific purpose. In Gomathinayagam's case (3), the founder of a certain school who had endowed properties for purpose? of the school transferred those properties on trust to a Committee of persons who got themselves incorporated into a company without any motive of profits under S. 26 of the Indian companies Act of 1913 (corresponding to S. 25 of the 1956 Act ). In all these capes, it was held that the fact that the trusteeship vested in a committee of persons, whether incorporated or not, made no difference to treating them as trustees for the purpose of S. 92 CPC. But that does not carry the plaintiffs' case any further in this case. In every one of these decided cases, there was a clear creation of a trust for public purposes within the meaning of S. 92 CPC. as explained by us. But that does not carry the plaintiffs' case any further in this case. In every one of these decided cases, there was a clear creation of a trust for public purposes within the meaning of S. 92 CPC. as explained by us. In every case, there was already either a temple with endowed properties managed by the area Committee or an actual transfer of property on trust by the founder of the school in. favour of the Committee or the collection of funds by an informal committe for a specified public purpose amounting in law to a declaration of trust by themselves. ( 26 ) BUT one case which comes very near the present case is that in p. Mahadevayya's case (5 ). That was a case of a registered society formed for the educational advancement of the Veerasaiva community which became the victim of serious differences of opinion between its members resulting in a split threatening to put an end to the useful activities of the society. A suit was filed with the consent of the Deputy Commissioner of the relevant district under S. 92 CPC. for the framing of a scheme. The bulk of the reported judgment discusses the facts and there is no discussion of the legal principles adverted to by us above. The Court seems to proceed upon the assumption that the case was one to which S 92, CPC. could be rightly applied. There is reference made to the case reported in t. Sitharama Chetty's case (2) at page 175 of the Mysore High Court reports The contention disposed of by reference to the said decision was that according to one of the rules governing the society, no changes in the rules can be made without the consent of 3/4th of the members of the general committee and that as the rules themselves provided a proper procedure, it was not competent for the Court to interfere and frame a scheme. This is what the Court has stated in rejecting that contention :"we do not think that there is much substance in this contention. This is what the Court has stated in rejecting that contention :"we do not think that there is much substance in this contention. The fact that there is a statutory body or committee which governs an institution does not bar the jurisdiction of the Court to frame a scheme because the Court is the ultimate protector of charities and it is the inherent right of the Court always to intervene to safeguard and preserve a charity whenever it is necessary to do so. In sitharama Chetty v. S. Subramania Iyer (TLR. 39 Mad. 700) where a similar contention was raised that the Court ought not to frame a scheme for a temple when there is a temple committee functioning under a statute, their Lordships Sir John Wallis and Seshagiri Ayyar repelled the contention and held that they had jurisdiction to do so. "it will be seen that the analogy sought to be drawn between the case in sitarama Chetty's case (2) and the case before the erstwhile High Court of mvsore may not have been possible if the preat distinction that existed between a temple governed by an Area Committee under the Madras endowments Act and a society registered under the Societies Registration act had been brought to the notice of the Court. The Area Committee referred to in Sitharama Chetty's case (2) is certainly not the same as the governing bodv of a society registered under the Societies Registration act ( 27 ) AS the ruling relied upon did not discuss the principle of law now preyed before us we do not consider it to be a clear authority in support of the proposition sought to be made by Mr Nagaraja Rao on behalf of the plaintiffs If the decision should be regarded as laying down bv implication, that even in the case of an ordinary society registered under the societies Registration Act, a matter exclusively and completely governed by the provisions of the said Act and the general law, can be brought within the scope of S. 92 CPC. as if the position is clearly one of creation of a trust for public purposes, with respect, we find ourselves unable to agree with it. as if the position is clearly one of creation of a trust for public purposes, with respect, we find ourselves unable to agree with it. ( 28 ) THE exact legal position is found discussed in certain English cases dealing with companies, the principles applicable to which, in this regard, would be equally applicable to registered societies which are also incorporated bodies with an independent existence or an existence independent of the individuals who are their members. ( 29 ) THE leading cases on this topic normally referred to and cited are the cases of Foss v. Harbottle (1843) 2 Hare 461=67 EE. 189 and Burland v Earle 1902 AC. 83. These cases deal with the state of law when the internal management of affairs of incorporated companies was considered by English Lawyers and Courts as a domestic matter into which the Courts should not ordinarily interfere. The difficulty of the situation created by majoritv of members acting to the prejudice of minorities and the company itself in the administration of companies led to the development of special principles by English Courts conceived in the interest of putting down oppression and mismanagement in the administration of affairs of companies and upholding what appears to them to be the justice of the situation. ( 30 ) IN the case of Foss v. Harbottle, two share-holders took proceedings on behalf of themselves and the other share-holders against the directors to compel them to make good the losses sustained by the Company by reason of certain alleged fraudulent conduct on their part. ( 30 ) IN the case of Foss v. Harbottle, two share-holders took proceedings on behalf of themselves and the other share-holders against the directors to compel them to make good the losses sustained by the Company by reason of certain alleged fraudulent conduct on their part. While holding that the loss was suffered by the Company, and, that, therefore, the loss would confer a cause of action on the Company, and that a shareholder being an individual quite different from the Company cannot at law take proceedings on the basis of such cause of action, the Court adum- berated an exception to the general rule of non-interference and the incongruity of one person suing as a plaintiff on the cause of action belonging to another, to the effect that even though the wrong was done to the Company and that the Company alone can sue, if the maiority of the members unreasonably refused to take action in protection of the Company's interest, any share-holder may initiate proceedings, but that the same should be not on behalf of himself or other members who may feel aggrieved, but on behalf of or for the benefit of the Company itself and by impleading the company as a party-defendant. ( 31 ) THE matter is clarified and fully stated by Lord Davey in the case burland v. Earle at page 93 of the report as follows:"it is an elementary principle of the law relating to joint stock companies that the Court will not interfere with the internal management of companies acting within their powers, and in fact has no jurisdiction to do so. Again, it is clear law that in order to redress a, wrons done to the company or to recover moneys or damages alleged to be due to the company, the action should prima facie be brought by the company itself. These cardial principles are laid down in the well- known cases of Foss v. Herbottle ( (1843) 2 Hare, 461) and Mozlev V. Alston ( (1847) 1 Ph. 790), and in numerous later cases which it is unnecessary to cite. But an exception is made to the second rule, where the persons against whom the relief is sought themselves hold and control the majority of the shares in the company, and will not permit an action to be brought in the name of the company. 790), and in numerous later cases which it is unnecessary to cite. But an exception is made to the second rule, where the persons against whom the relief is sought themselves hold and control the majority of the shares in the company, and will not permit an action to be brought in the name of the company. In that case the Courts allow the share-holders complaining to bring an action in their own names. This, however, is a matter of procedure in order to give a remedy for a wrong which would otherwise escape redress, and it is obvious that in such an action the plaintiffs cannot have a larger right to relief than the company itself would have it it were plaintiff, and cannot complain of acts which are valid if done with the approval of the majority of the share-holders, or are capable of being conformed by the majority. The cases in which the minority can maintain such an action are, tneretore, confined to those in which the acts company of are of a fraudulent character or beyond the powers of the company. A familiar example is where the majority are endeavouring directly or indirectly to appropriate to themselves money, property, or advantages which belong to the company, or in which tne omer snare-holders are entitled to participate, as was alleged in the case of M enter v. Hoopers Telegraph, Works ( (1874) L. K. 9 Cn. 350 ). It should be added that no mere informality or irregularity which can be remedied by the majority will entitle the minority to sue, if the act when done regularly would be within the powers of the company and the intention of the majority of the share-holders is clear, this may be illustrated by the judgment of Hellish L. J. in Macdougall v. Gardiner ( (1875) 1 Ch. D. 13, at p. 25 ). "these principles are later extended to registered societies for the reason that in all respects in regard to their constitution and functioning they resemble an incorporated company. ( 32 ) THE various leading decisions of the English Courts were discussed by the federal Court of India in Dr. Satya Charan v. Rameshwar prosad AIR. 1950 FC. 133 and the principles adopted and applied to a case of mala fide conduct on the part of directors to the detriment of the interest of the company itself. ( 32 ) THE various leading decisions of the English Courts were discussed by the federal Court of India in Dr. Satya Charan v. Rameshwar prosad AIR. 1950 FC. 133 and the principles adopted and applied to a case of mala fide conduct on the part of directors to the detriment of the interest of the company itself. ( 33 ) A case in which the principles were directly applied to a registered society was heard and decided by the Andhra Pradesh High Court in vallabhaneni Neelakanteswara Rao v. Edupuganti Ragh-avendra Rao AIR. 1963 AP. 20. The Court refers to the English cases mentioned above and holds that the principles of those cases should be applied in the case of alleged mala fide conduct in the administration of registered societies and that it is not open, to invoke S. 92 of CPC. ( 34 ) THE case of A. S. Krishnan v. M. Sundaram, AIR. 1941 Bom. 312. depended upon by Mr'. Venkataramaiah for the appellants in RFA. No. 171 of 1963 laid down the same principle as was stated by Lord Davey in Burland v. Earle, namely, in cases where it is open to a share-holder or a group of share-holders or members to institute the proceedings in the name of or in the interest of the Company, his rights or remedies to which he is entitled cannot be different from or higher than those available to the company or the society itself. ( 35 ) NOW applying these principles to the present case, the next question for consideration would be whether even if S. 92 of the C. P. C. is out of the way, the present plaintiffs cannot maintain this action to redress what they consider to be improper conduct, though not fraudulent, arising out of disobedience or incomplete obedience of the regulations of the devanga Sangha in the matter of dealing with cash and property. ( 36 ) THE first difficulty in the face of the plaintiffs in this regard is that the suit is not framed that way nor is the statement of the case so worded or consist of allegations necessary to invoke the principles mentioned above. ( 36 ) THE first difficulty in the face of the plaintiffs in this regard is that the suit is not framed that way nor is the statement of the case so worded or consist of allegations necessary to invoke the principles mentioned above. The only statement which has some sort of relevance is the statement in paragraph 12 of the plaint, which we have already extracted above, to the effect that the defendants have the support of the executive committee and large number of the members in view of which the voice of the minority like the plaintiffs, though just, is not heard or heeded. ( 37 ) MR. Nagaraja Rao tried to make out that because Article No. 38 of the Articles of Association provides that the Sangha may sue or be sued in the name of the President and because the first defendant Y. H. Venkataramanappa was the President of the Sangha at the time of the presentaiton of the plaint, there is at least formal compliance with the necessity of bringing the Sangha as a party before the court to take benefit of such decree as the plaintiffs may get in this suit. But even the consideration of this argument has become impossible by reason of the explicit and unequivocal statement made in the reply filed by the plaintiffs to the writien statement in answer to the contention in paragraph 3 of the written statement to the effect that the Sangha ought to have been made a party. The third paragraph of the reply in answer to that reads: -"the plaintiffs do not admit the tenability of the contentions raised in para 3. It is clear that no relief as such is asked against the Devanga sangha. The defendants who were entrusted by the Sangha with collection of funds, have not properly accounted for the same. The plaintiffs have brought this suit against the defendants for rendering of accounts in the manner known to law. " ( 38 ) IT was perhaps open to the plaintiffs in the trial court to have been little less emphatic in this statement in the reply and little clearer in the statement of the nature of the relief sought by them and the person for whose benefit that relief was being sought. " ( 38 ) IT was perhaps open to the plaintiffs in the trial court to have been little less emphatic in this statement in the reply and little clearer in the statement of the nature of the relief sought by them and the person for whose benefit that relief was being sought. By this statement in the reply, they have made it impossible for their counsel to contend in appeal that the benefit was asked for the Sangha by refusing to admit that the Sangha was a necessary party and making it impossible for him now to contend that the first defendant who was President of the Sangha was the representative of the Sangha. Indeed the first defendant was a person brought before the Court to answer the claim of accountability and not as a person representing the Sangha to receive the benefit of a decree for accounts which the plaintiffs may secure against the other defendants. What is more, from the extracts given from the plaint by us in the early part of this judgment, the claim of the plaintiffs is not that the Sangha has suffered any loss or damage, which should be redressed and that the plaintiffs have been obliged to institute such a suit because the majority were not in favour of doing so, but that the plaintiffs themselves as individuals and members of the sangha are entitled to call upon the defendants to render account with proper explanation. ( 39 ) ANOTHER difficulty in the way of the plaintiffs in supporting their claim in this way is, that the accounts of the Building Sub-Committee have been accepted by the Executive Council of the Sangha, by a meeting of the donors and by the General Body of the Sangha itself. That there has been such acceptance is perfectly clear from the recorded minutes of the Sangha to which we have already made a reference. The trial court also found that there has been in fact the acceptance of the accounts by all these three bodies, the Executive Council of the Sangha, a meeting of the Donors, and the General Body of the Sangha. The trial Judge also rejected the contention of the plaintiffs that the Executive Council was not entitled or empowered to accept the accounts. The trial Judge also rejected the contention of the plaintiffs that the Executive Council was not entitled or empowered to accept the accounts. Nevertheless the trial Judge thought that no effect can be given to the acceptance of the accounts by any one of these bodies for the reason, according to him, that it is not shown that the accounts were placed before or scrutinised by those bodies, before accepting them. We find it extremely difficult to find any reason for the said opinion of the trial Judge. ( 40 ) SO far as the Executive Council is concerned, the record of the resolution of acceptance Ext. P-2 (g) itself makes it clear that the lists of receipts and expenditure submitted by the Building Sub-Committee had been scrutinised before acceptance. The normal inference also should be that way because the Executive Council itself is expected to go into the details of the administration and affairs of the Sangha. ( 41 ) BUT some doubt is sought to be cast on it by and on behalf of the plaintiffs on the ground that the account books referred to as roz and varga in the last sentence of the resolution were admittedly the Day Book and the Ledger of the Sangha itself, but that the record or copy of the particulars furnished by the Building Sub-Committee was made in the Day book Ext. P-8 not on the date of the resolution, but sometime subsequently on December 1, 1953. It was suggested that the last sentence contained evidence of over-writing or subsequent writing and that as the records stand, it is not true to facts. ( 42 ) WE do not know what can be made out of this suggestion. The first plaintiff who was not present at that meeting deposed that he did attend the subsequent meeting on January 17, 1954, the first resolution of which was the confirmation of the minutes of the previous meeting. He says that "on January 17, 1954, the recorded resolution of the Executive Committee of 15-11-1953 was read. Ext. P-2 (g) is the resolution. I observed alterations and interlineations etc. in that resolution. The words roz and varga had been added. The 1st defendant was the President of the Sangha at that time and he presided over the meetings. I asked him which those roz and varga were. Ext. P-2 (g) is the resolution. I observed alterations and interlineations etc. in that resolution. The words roz and varga had been added. The 1st defendant was the President of the Sangha at that time and he presided over the meetings. I asked him which those roz and varga were. I was told that they referred to Roz and varga of devanga Sangha. I asked him when the entries had been made in roz and Varga. I was told that the entries had been made in December, 1963. I was told that Silver Jubilee Sub-Committee had not maintained any roz and varga account books. I objected to the resolution at Ext. P-2 (g ). I told him that the resolution had been ante-dated". ( 43 ) THE last statement about ante-dating of the resolution is obviously inaccurate in the circumstances. So far as the alleged interlineation is concerned, the answer given to him by the President in the meeting of january 17, 1954 and the actual entries in the roz and varga, Ext. P-8, of december 1, 1953, remove all causes for suspicion. The resolution or the last sentence in the resolution can well be read in the circumstances as a direction by the Executive Council to carry the particulars submitted by the Building Sub-Committee regarding receipts and expenditure into the regular Day Book of the Sangha itself, which is a necessary corollary of the Sub-Committee's accounts having been accepted by the Executive council. ( 44 ) SO far as the trial Judge's observation that the Donor's Meeting did not look into the accounts is concerned, we do not find any oral evidence in support of this suggestion. The record in the resolution Ext. D-2 (b) is that Chikkavenkatappa, the second defendant, read the accounts to the meeting and thereafter the accounts were accepted unanimously. Unless there is reason to believe that the record is false or evidence is adduced in support of any such suggestion, we do not know how the trial Judge could have made such a surmise that the Donor's Meeting had not inspected or had no opportunity of inspection of the accounts which they were passing. ( 45 ) REGARDING the General Body meeting, it is common knowledge that members do not go into the accounts in detail nor is it a practical proposition. ( 45 ) REGARDING the General Body meeting, it is common knowledge that members do not go into the accounts in detail nor is it a practical proposition. Normal procedure of all incorporated bodies is to entrust the management of affairs to a governing body, a Managing Committee or managing Director, and to appoint an auditor to go into their accounts and receive their annual statement of accounts together with the auditor's report and then consider the same. If after looking into the report of the auditor and the annual statement, the general body adopts a resolution, accepting the accounts, we fail to see how the effectiveness of that resolution can be whittled down or taken away by anybody whether present or not when the accounts were passed. ( 46 ) SOME argument has been addressed on the ground that the auditor's report in regard to the accounts separately marked Ext. P-7 (a) indicated that they found that the vouchers maintained by the Building sub-Committee were not of the nature they generally see in audit. The district Judge is right in observing that this remark of the auditor was vague. But if even after reading that report, the general body accepted the accounts especially after having been told that the accounts have been scrutinised and accepted by the Executive Council on November 15, 1953, the only reasonable inference to be drawn is that despite certain defects regarding the vouchers noticed by the auditor, there was no reason why the accounts of the Building Sub-Committee should not be accepted as correct. It is not the law that the auditors' report is either final or has such a overriding effect over the opinion of the general body. Auditor, it should be remembered, is a person appointed by the general body to look into the accounts of the governing body and the auditors' report is to assist the general body to examine the correctness and acceptability of the accounts maintained by the governing body. Even in cases where there are no vouchers and the auditors report that the vouchers are not available, it is not as if the general body cannot, after receiving explanation or other satisfactory statement of reasons from the person accountable, accept the accounts. Even in cases where there are no vouchers and the auditors report that the vouchers are not available, it is not as if the general body cannot, after receiving explanation or other satisfactory statement of reasons from the person accountable, accept the accounts. ( 47 ) WE, therefore, disagree with the trial Judge's opinion that no effect should be given to the acceptance of the accounts of the Building sub-Committee by the Executive Council, by the Donors and the General body or that in spite of such an acceptance either the plaintiffs or the court can further scrutinise the accounts. ( 48 ) IT should be remembered that where the suit is for accounts, the accountability or the liability of the defendant to account should first be determined on the basis of the jural relation existing between the plaintiff and the defendant. If such an accountable relationship exists and the defendant is clearly accountable to the plaintiff, then the scrutiny of accounts is a matter for proceedings subsequent to the preliminary decree for accounts. If there is no accountable relationship, no such relation can be broupht into existence by looking into the accounts and discovering defects therein. Accountability is not merely maintaining and producing accounts before the party entitled to inspection. The accountable party is bound not only to maintain records normally maintained in connection with the financial transactions of the party concerned, but also to satisfy the person entitled to receive the accounts about the accuracy, truth and completeness of the statement of accounts. When the party entitled to such an explanation, receives the explanation, is satisfied and accepts the accounts, then the accounting liability is discharged. It is not open to other persons to reopen the accounts unless a clear case is made out of either tortious or criminal liability. ( 49 ) THAT is exactly what the trial Judge has done in this case. Having held that it is true that all the bodies entitled to receive the accounts from the Sub-Committee have accented the same, he permitted the plaintiff to lead evidence and permitted himself to examine the hooks Exts. P-58, P-59 and P-60, the account books maintained bv the Sub-Committee and record a few instances, which the Judge considered, are serious omissions according to the evidence of the plaintiffs. The said entire procedure, in our opinion, was not only wrong, but beyond jurisdiction. P-58, P-59 and P-60, the account books maintained bv the Sub-Committee and record a few instances, which the Judge considered, are serious omissions according to the evidence of the plaintiffs. The said entire procedure, in our opinion, was not only wrong, but beyond jurisdiction. ( 50 ) IN this case, as already held bv us the accountability of the subcommittee was in favour of the Executive Council or through it ultimately to the Sangha. The Sangha for the reasons already stated, has accepted the accounts. The majority in support of the accounts was the entire body of members present at the meetinf of October 16, 1954, excent one Gangadharaswamy that Gangadharaswamy is neither the plaintiff nor a witness for the paintiffs. Hence this was a case in which the General Body had acceptpd the correctness of the accounts with a single dissent. It is also in evidence that pursuant to certain letters written by the first two plaintiffs after the Executive Council's resolution of November 15, 1953, the Council appointed a firm of engineers Ranpanathachar and Company to make an estimate of the possible expenditure for the construction of the building. That estimate was of the order of Rs. 1. 40000. which was about Runees three thousand and odd above the actual expenditure reported bv the Sub- committee. It appears obvious from the evidence that this estimate was also taken into account as a relevant circumstance by the Executive Council as a matter foing in confirmation of their previous opinion that the accounts could be accepted. Tt may also be regarded as a relevant consideration for the General Bodv also to accept the accounts despite the criticism, vague though it be, made by the auditors in Ext. P-7 (a ). ( 51 ) UPON facts, therefore, the case seems to be one in which the Sangha itself had not and could not now make any grievance against the Sub- committee. P-7 (a ). ( 51 ) UPON facts, therefore, the case seems to be one in which the Sangha itself had not and could not now make any grievance against the Sub- committee. Therefore, the case of the plaintiffs in the present suit is not only not one of their trying to take steps on a cause of action available to the Sangha which, on account of any mala -fides or oppressive conduct of the majority, was not being pressed by the society or those in charge of the affairs of the society, but a case in which the society itself had no cause of action, which the society or its managing members could take advantage of. We may also add that in spite of the acute controversy between the plaintiffs and the defendants, there has not been any allegation of misfeasance or diversion of funds against all or any of the defendants or any member of the Executive Council. It is safe, therefore, to conclude that the case was one of no grievance at all in contemplation of law which alone could be taken note of by the court. ( 52 ) FOR all these reasons, it has to be held that the suit was entirely misconceived in law and wholly unnecessary on facts. ( 53 ) REGULAR First Appeal No. 171 of 1963 is therefore allowed and regular First Appeal No. 9 of 1964 is dismissed. In the result, the suit itself stands dismissed. ( 54 ) IN the suit the plaintiffs will pay one set of costs to defendants 1, 3 and 4 and another to defendants 2 and 5, the Advocate's fee for each set being Rs. 500. In R. F. A. No. 171 of 63 the plaintiffs-respondents 1, 2 and 3 will pay costs of the appellants-defendants 2 and 3. In R. F. A. No. 9 of 1964 the plaintiffs-appellants will pay costs of respondents 1 and 4 (defendents 1 and 4 ). In each appeal, the Advocate's fee will be Rs. 250. --- *** --- .