Judgment :- 1. The question for decision in this appeal lies, in a narrow compass. 2. Company Petition No. 10 of 1970 was filed under S.397 and 398 of the Companies Act, 1956, by two members of the Aruvipuram Sree Narayana. Dharma Paripalana Yogam known as S.N.D.P. Yogam, hereinafter referred to as 'the Yogam' for prevention of oppression and mismanagement by the General Secretary of the Yogam, Sri. M.K. Raghavan. The petition was filed after the petitioners obtained the necessary authorisation from the Central Government under S.399 (4)of the Companies Act, 1956 3. The learned single judge allowed the petition and by way of an interim arrangement appointed two Advocates of this court as Administrators for. carrying on the affairs of the Yogam and to convene a general meeting of the Yogam in accordance with the 1966 Articles of Association and to conduct the election of the Board of Directors and get transacted all other items of business which under the articles have to be transacted at the annual general meeting. 4. We are informed that the Administrators have in pursuance to the directions issued conducted an election of the Board of Directors on the basis of the 1966 Articles of Association and they are now in management of the affairs of the Yogam 5. The appellant intervening in the proceedings before the learned single. Judge contended; that Regulation.47 of the 1966 Articles of Association of the Yogam is void and the meeting to be convened for the election of the Board of Directors should be a meeting of all the shareholders of the Yogam which they should have the right to vote. The learned single judge overruled the plea and held that Regulation.47 of the 1966 Articles of Association of the Yogam is valid and directed the election of the Board of Directors in accordance with that provision. 6. The appellant who is aggrieved by this direction of the learned single judge has filed the appeal his contention in the appeal being that Regulation.47 in the 1966 Articles of Association of the Yogam is illegal and void', 7. The Yogam was registered under the Travancore Regulation.) of 1063 (The Indian Companies Act VI of 1812) as an association with limited liability without addition of the word "limited" to its name. The Yogam was registered under the Travancore Regulation.) of 1063 (The Indian Companies Act VI of 1812) as an association with limited liability without addition of the word "limited" to its name. According to the Certificate of incorporation of the Yogam, it is an association formed for the purpose of promoting and encouraging religious and secular education and industrious habit: among the Ezhava Community and doing all such other things as are: incidental! or conducive to the attainment of these objects. 8. Ext. P1 contains the Memorandum and: Articles of Association of the: Yogam as amended in 1966. Prior to the election of the Directors in the meeting convened by the Administrators appointed by the learned single judge, the annual general meeting wherein the Board of Directors were elected was held on 19-3-1966. The next annual general meeting which, was held on 29-10-1967 had to be dispersed without transacting any business as it turned out to be violent. Thereafter it was not possible to hold any general meeting in view of the disputes between the parties which necessitated the filing of the petition under S.397 and 398 of the Companies Act, 1956. The qualification to become a member of the Yogam is that a person should take at least one share, the face value of which is Rs. 5/-. 9. There was an amendment of the Articles of Association of the Yogam at its extraordinary general meeting held on 27-3-1948. The Articles of Association were again amended at the extra-ordinary general meeting of the Yogam held on 19-3-1966. Ext. P1 contains the Articles of Association of the Yogam as amended on 19 31966. Regulation.45 of the 1948 Articles and Regulation.47 of the 1966 Articles deal with the constitution of the general meeting of the Yogam. Regulation.47 of the 1966 Articles of Association provides that the general meeting is only a meeting of some representatives of the Yogam while according to Regulation.48 of the 1948 Articles the General Meeting is a meeting of all the members of the Yogam and every one is entitled to vote. 10. Regulation.47 of 1966 Articles of Association provides in main that the General Meeting will consist of members of the Board of Directors, President of the Unions, Secretaries of the Unions and persons elected from among the permanent members of the Yogam by the different Unions. 10. Regulation.47 of 1966 Articles of Association provides in main that the General Meeting will consist of members of the Board of Directors, President of the Unions, Secretaries of the Unions and persons elected from among the permanent members of the Yogam by the different Unions. It is not necessary to go into the other provisions of the 1966 Articles of Association relating to the election of the representatives from among the permanent members by the different Unions for the purpose of attending the general meeting under Article " 47. The effect of Regulation.47 of the 1966 Articles of Association of the Yogam. is to prevent all the share holders of the Yogam from participating in the ordinary general meeting or in the extra-ordinary general meeting of the Yogam. There was no contention before us that Regulation.47 cannot apply to an ordinary general meeting of the Yogam contemplated by Regulation.46 of 1966 Articles. 11. The question is whether in view of the embargo placed on the shareholders of the Yogam to attend and vote at its General Meeting Regulation.47 offends the provisions of the Companies Act and is, therefore, void. 12. The learned single judge took the view that while S.87 of the Companies Act, 1956, grants a right to vote to every member of a company limited by shares there is no corresponding provision in the Companies Act giving such a right to members of a company limited by guarantee or of an unlimited company. The learned judge also held that S.172(2),181 and 182 of the Companies Act, 1956, have no bearing on the question. He also overruled the plea of the appellant's counsel that Regulation.47 of the 1966 Articles is violative of S.29 of the Companies Act 1956. The learned judge also thought that such a restriction as is contained in Regulation.47 of the 1966 Articles is necessary for the convenient holding of the General Meeting in view of the large membership of the Yogam. It is pointed out that the Yogam had on the relevant date 60,000 members on its rolls and the restriction imposed by Regulation.47 of the 1966 Articles is necessary in the circumstances of the case. 13. Before we consider the plea of the appellant, it is necessary to clarify one position. It is pointed out that the Yogam had on the relevant date 60,000 members on its rolls and the restriction imposed by Regulation.47 of the 1966 Articles is necessary in the circumstances of the case. 13. Before we consider the plea of the appellant, it is necessary to clarify one position. There was Company Petition 6 of 196 for relief under S.397 and 398 of the Companies Act, 1956, in respect of the Yogam. The learne single judge took the view for the purpose of those proceedings that the Yogam is not a company limited by shares. There was no appeal by the petitioners therein against the decision of the learned single judge in that case. The appellant was not an eo nomine party to that petition. The finding in that case was adopted by the learned single judge for these proceedings as well without examining the contention on the merits. Counsel for the respondents contended that even though the appellant was not a eo nomine party in those proceedings, the finding in the previous order is binding on all the shareholders of the Company including the appellant and as such the finding that the Yogam is not a company limited by shares will operate as res judicata. 14. In our view, it is not necessary to examine the correctness of this plea as we shall assume for the purpose of our discussion that the Yogam is not a Company limited by shares. A company incorporated under the Companies Act may be a Company limited by shares or a company limited by guarantee or an unlimited company. A company is limited by shares where the liability of each of its members is limited by the nominal amount of the share held by him which have to be implemented both during the active life and the winding up of the Company. Unlimited companies are those where the liability of members is not limited at all. Companies limited by guarantee are those where each member undertakes to contribute, in the event of the company being wound up such amount not exceeding a specified amount as may be required for payment to the creditors of the company and of the costs, charges and expenses of the winding up and for the adjustment of the rights of the con tributaries among themselves. 15. 15. The learned single judge has discussed the question on the basis that the Yogam is a company limited by guarantee and not having a share capital. He has, therefore, held that Table C in Schedule.1 of the Companies Act will apply to the Yogam. 16. The fact that the Yogam was formed for the purpose of promoting and encouraging religious and secular education among the members of a particular community will not in any way affect the question because of S.25 of the Companies Act, 1956, which reads: "(1) Where it is proved to the satisfaction of the Central Government that an association (a) is about to be formed as a limited company for promoting commerce, art, science, religion, charity or any other useful object and, (b) intends to apply its profits, if any, or other income in promoting its objects and to prohibit the payment of any dividend to its members, the Central Government may. by licence, direct that the association may be registered as a company with limited liability, without the addition to its name of the word 'Limited' or the words 'Private Limited'. (2) The association may thereupon be registered accordingly; and on registration shall enjoy all the privileges, and (subject to the provisions of this section) be subject to all the obligations, of limited companies". The licence issued under S.26 of the Travancore Regulation I of 1063 was on the basis of a provision corresponding to S.25 of the Companies Act, 1956. There was no contention before us that the S. N. D. P. Yogam is not bound by the provisions of the Companies Act, 1956; S.58V of the Companies Act,1956, makes the Act applicable to existing Companies also. 17. The only contention raised oh behalf of the respondents was based on the absence of a provision conferring voting rights on members of Companies; limited by guarantee or unlimited Companies similar to S.87 in the Companies. Act, 1956, which confers voting rights on the members of the companies limited by shares. We do not think that this is a criterion to hold that in respect of companies not limited by shares there should be a statutory provision conferring; right to its members to be present and vote in a meeting of the company 18. Act, 1956, which confers voting rights on the members of the companies limited by shares. We do not think that this is a criterion to hold that in respect of companies not limited by shares there should be a statutory provision conferring; right to its members to be present and vote in a meeting of the company 18. A company registered under the Companies Act is an association of persons formed under S.11(2) thereof though it is a body corporate. A company can function only through its members. Salmond in his book on Juris prudence (12th Edition, Note 67; Page 308) has said that "A corporation aggregate is an incorporated group of co-existing persons." The learned author observed at pages 311 and 312 "Whatever a company is deputed to do in law is done in fact by the directors or the shareholders as its agents and representatives. Whatever interests, rights; or property it possesses in law are in fact those of its shareholders, and are held by it for their benefit. Every legal person, therefore, has corresponding to it in the world of natural persons certain agents or representatives by whom it acts, and certain beneficiaries on whose behalf it exists and fulfils its functions: Its representatives may or may not be different persons from its beneficiaries, for these two capacities may or may not be united in the same individuals; The shareholders of a company are not merely the persons for whose benefit it exists; they are also those by whom it acts." There are provisions in the Companies Act such as S.17, 21, 31, 81 (1A); 224, 225, 228, 284 (4), 293, 294, 309,314 and 384 which require that certain powers. of the company should be exercised only by the Company in general meeting. The general meeting of accompany is a meeting of the members of the company and not a meeting of some alone of the members of the company. of the company should be exercised only by the Company in general meeting. The general meeting of accompany is a meeting of the members of the company and not a meeting of some alone of the members of the company. S.29 of the Companies Act, 1956 provides that the articles of association of the company, not being a company limited by shares, shall be in such one of the Forms; in Tables C, D and E in Schedule I as may be applicable or in a Form as near thereto as circumstances admit, provided that nothing; in this section shall be deemed to prevent a company from including any additional matters in its; articles in so far as they are not inconsistent with the provisions contained in the Form in any of the Tables C, D and E adopted by the Company. 19. It was accepted at the bar that Table C governs the Yogam. Regulation.14 of that table says that every, member shall have one vote. Art.47' in Ext. P1 is contrary to the above regulation. We cannot agree with the learned single judge that S.29 of the Companies Act, 1956 is not mandatory so that it is open to the members to deviate from the provisions contained in Table C and incorporate provisions which are inconsistent and contrary to those therein; 20. S.166 of the Companies Act, 1956, provides for the Annual General Meeting of the Company. When there is default in the holding: of a general meeting in accordance with S.166, any member of a company can request the Central Government to call or direct the calling of a general meeting. This right is conferred on a member by S.167(1) of the Companies Act. S.169(1) enables such member or members of a company as is mentioned in S.169(4) to request the Board of Directors of the Company to call for an extra-ordinary general meeting. S.172(2) of the Companies Act, 1956 provides that notice of every meeting of the company shall be given: (i) o every member of the company in any manner authorised by sub sections (1) to (4) of S.53; (ii) to the persons entitled to a share in consequence of the death or insolvency of a member, by sending it through the post in a repaid letter addressed to them by name etc. In view of S.170 of the Companies Act, 1956, which makes S.171 to 186 apply to meetings of a company respondents' counsel cannot contend that because of Regulation.47 of the 1966 Rules, notices need be issued only to persons qualified to attend and vote at the general meeting. The purpose of the notice under S.172(2) is to enable the member to attend the meeting. Otherwise, there is no meaning in sending him the notice. S.176 of the Companies Act, 1956, authorises any member of the company who is entitled to attend and vote at the meeting of the company to appoint another person whether a member or not as his proxy. S.181 of the Companies Act, 1956 says: "Notwithstanding anything contained in this Act, the articles of a company may provide that no member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the company has, and has exercised, any right of lien." The above section authorises the imposition of restrictions on the voting right of members who have committed default in the payment of call money. In the absence of such provision even a defaulter shareholder has got a right. The learned judge has inferred from S.171(2)(i),176(1) and other provisions of the Companies Act which refer to members entitled to attend and vote at a meeting of the company that all members unless authorised by the Companies Act or the Articles of Association have no inherent right to attend and vote at a meeting. We cannot agree. Every member of a company is entitled to take part in its administration. This right can be exercised only in the meetings of the shareholders. Such a right cannot be restricted except by the provisions of the Companies Act. When a member is entitled to take part in the administration of the company he is entitled to be present in the meeting which is called for, for the purpose of discussing the affairs of the company. His right to attend and take part in the meeting is inherent in his membership of the company. It need not be specifically conferred upon him. On the other hand, one should search for a provision in the Companies Act whereby that right is expressly and specifically taken away. His right to attend and take part in the meeting is inherent in his membership of the company. It need not be specifically conferred upon him. On the other hand, one should search for a provision in the Companies Act whereby that right is expressly and specifically taken away. We do not find any such provision in the Companies Act. On the other hand, S.181 of the Companies Act implies that even a defaulted shareholder has got the right to attend and vote at the meeting and the said provision empowers the company to frame articles of association restricting the said right. The power to impose a restriction in those circumstances is specifically conferred on the company. We are, therefore, satisfied that Regulation.47 of Ext. P1 is violative of the provisions in Table C of Schedule I and the provisions of the Companies Act. It is, therefore, void. 21. The learned judge has observed that in view of the fact that there are more than 60,000 members in the roll of the company it is difficult to convene a meeting of large body of members for the purpose of electing the Board of Directors and transacting the business of the company. The learned judge, therefore, thought that the restriction of the time imposed by Regulation.47 is necessary for the interest of the company. We do not think that this argument is sufficient to take away the rights of a share-holder which is inherent in him to administer the affairs of a company of which he is a member. Even if there is any such difficulty, it is open to the company to take advantage of S.25(6) of the Companies Act. We therefore, allow the appeal to the extent of modifying the decision of the learned single judge and declaring Regulation.47 in Ext. P1 void. 22. In pursuance to the direction contained in the decision of the learned single judge the administrators appointed by him have conducted an election on the basis of Ext. P1. We do not want to nullify that election. The Board of Directors, who are now in office will continue for the remaining part of their term. But before the expiry of the term a fresh election of the Board of Directors will be conducted by those in office on the basis of Ext. P1 without taking notice of Regulation.47 therein. We do not want to nullify that election. The Board of Directors, who are now in office will continue for the remaining part of their term. But before the expiry of the term a fresh election of the Board of Directors will be conducted by those in office on the basis of Ext. P1 without taking notice of Regulation.47 therein. If before the expiry of that term the existing Board of Directors do not conduct an election of the Board of Directors or if they are unable to conduct any such election, the administrators appointed by the learned single judge will take control of the affairs of the company and then conduct an election as contained in this judgment. The appeal is allowed. We also set aside the direction of the learned single judge making the appellant liable for costs in the proceedings before him. We make no order as to costs. Allowed.