SABYASACHI MUKHARJI, J. ( 1 ) THIS suit has been instituted by the plaintiff who carries on business under the name and style of Chiranjan and Co. as the Foreign Exchange and Finance Broker. The plaintiff states that the plaintiff in his said firm name is a member of the Exchange and Bullion Brokers' Association. Calcutta, being the defendant No. 10 herein. There are several defendants in this suit namely, eleven of which defendants Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, are said to be members of the Association defendant No. 10 Exchange and Bullion Brokers' Association which has its office at No. 23a, Nelaji Subhas Road, Calcutta. Defendant No. 11 is the Foreign Exchange Dealers' Association of India hrivmg its office at No. 4, Netaji Suhhas Road, Calcutta. Originally the defendant No. 3 was sued in his capacity only as the Secretary of the defendant No. 10 Association. By an order made by me during the course of the hearing of this suit on the application of the plaintiff on the 20th of June, 1978 the said defendant No. 3 has been sued as Secretary of the said Association for self and on behalf of the members of the Exchange Brokers' Association. By the aforesaid order referred to hereinbefore I had also granted the plaintiff lea\e to include a prayer for leave under Order 1. Rule 8 of the Civil P. C. In this suit the plaintiff has claimed, inter alia, the declaration that the purported decision of the Executive Committee nf the defendant No. 10 Association rejecting the application of the plaintiff for taking in and admitting one Sri S. K. Chopra as a partner in the plaintiff's said business of Chiranjan and Co. is null and void, illegal and not binding on the plaintiff and should be cancelled and/or set aside. The plaintiff has, further, asked for a mandatory injunction directing the members of the said Association to set aside, recall and withdraw the said decision as communicated by the letter mentioned in the plaint dated 8th of March, 1978. The plaintiff has also claimed a mandatory injunction directing the defendants Nos. 1 to 10 to forthwith accord sanction to enable the plaintiff to take in or admit the said Sri S K. Chopra as a partner of the plaintiff's business of Chiranjan and Co. The plaintiff has also claimed a mandatory injunction directing the defendants Nos. 1 to 10 to forthwith accord sanction to enable the plaintiff to take in or admit the said Sri S K. Chopra as a partner of the plaintiff's business of Chiranjan and Co. The plaintiff has also asked for a mandatory injunction directing the defendants Nos. 1 to 10 and each of them, their successors in office to forthwith accord recommendation of Sri S. K. Chopra as the authorised person to act and call on the banks on behalf of the plaintiff's firm Chiranjan and Co. The plaintiff has also sought a perpetual injunction restraining defendants Nos. 1 to 10 and each of them, their successors in office from acting upon the said purported decision of the Executive Committee of the Exchange and Bullion Brokers' Association as communicated to the plaintiff by the said letter dated 8th of March. 1978. The plaintiff has also sought perpetual injunction restraining the defendants Nos. 1 to 10 from hindering or interferring with the business of the plaintiff In any manner and there are certain other incidental reliefs claimed by the plaintiff. In order to appreciate the claim of the plaintiff it is necessary to refer to certain facts. The defendant No. 10 is an Association of Foreign Exchange and Finance Brokers belonging to Calcutta. In conducting its affairs, the defendant Association and its members are governed by the rules and regulations of the said Association. One of the aims and objects of the said Association is to work as a body for the benefit and protection of its members and to watch as a safeguard the interests of its members both individually and collectively. Rule 5 of the rules of the Association indicates what will be the composition of the Executive Committee. Rule 13 of the rules indicates that all decisions of the Executive Committee shall be taken by majority vote. In case of any equality of votes the Chairman shall have the casting vote in addition to his own vote. Rule 20 is as follows :--"20. A member can take assistant or partner with the previous sanction of the Executive Committee of the Association but the number of hands working in a firm shall be limited to the seats held by such member. The Committee shall have the right to reject any name and such decision shall be final. Rule 20 is as follows :--"20. A member can take assistant or partner with the previous sanction of the Executive Committee of the Association but the number of hands working in a firm shall be limited to the seats held by such member. The Committee shall have the right to reject any name and such decision shall be final. " Rule 21 indicates the entrance fees to be sent, along with the application and further stipulates that if for any reason the Executive Committee does not approve the application of admission of any new assistant or partner the entrance fee would be refunded. Rules 23 and 24 are to the following effect :"23. The total number of seats in the Association which are shall not be increased but members shall be allowed to transfer seat or seats between themselves. In case of any kind of transfer of a seat a fee of Rs. 250/- shall be paid by the transferee to the Association. 24. Previous sanction of the Association shall be necessary in all cases of taking assistant, partners, sale, purchase, amalgamation and transfer of seats" ( 2 ) THE defendant No. 10 Association is the Association recognised by the defendant. No. 11, the Foreign Exchange Dealers' Association of India. The said defendant No. 11 has been formed and was constituted of several banks being the authorised dealers in Foreign Exchange as the members thereof. The defendant No. 11 and its members are governed by its own rules and regulations. Rule 3 thereof deals with the business through Exchange Brokers and one of the important conditions of the Rule 3 of the said rules of the defendant No. 11 stipulates that when banks make contracts in respect of foreign exchange transactions such contracts shall oniy be made through the exchange brokers and be paid only to accredited exchange brokers. No direct business is permitted. The rule further recommends certain Associations in Calcutta, Bombay and Madras, members of which are only recognised as accredited brokers and the defendant No. 10 is the recognised Association in so far as Calcutta is concerned. The other portion of the said rule is not relevant for our present purpose. ( 3 ) THE plaintiff was originally a partner of Messrs. Lakhi Narain Misra and Co. , of 12a, Netaji Subhas Road, Calcutta which was an original member of the defendant No. 10 Association. The other portion of the said rule is not relevant for our present purpose. ( 3 ) THE plaintiff was originally a partner of Messrs. Lakhi Narain Misra and Co. , of 12a, Netaji Subhas Road, Calcutta which was an original member of the defendant No. 10 Association. Under the Instrument dated 30th of March, 1968 the name of the partnership was changed to "padia and Co. " of which the plaintiff continued to be a partner until the time mentioned hereinafter. The said firm of Padia and Co. , had 9 seats having the entitlement to act through 9 several authorised persons. Under the terms and conditions recorded in the Instrument dated 1st of Aug. , 1977 duly executed by all the 9 persons constituting the said partnership, the plaintiff retired from the said firm with effect from 1st of April, 1977 having been allotted 3 seats out of 9 seats thereby acquiring the entitlement to do business as broker in Foreign Exchange through 3 authorised persons. The plaintiff further states that the factum of the said retirement of the plaintiff from the said firm of Padia and Co. , which was and is a member of the defendant No. 10 Association was brought to the notice of the said Association by a letter dated 1st of Aug. , 1977 addressed to the Hony. Secretary of the said Association. It is further the case of the plaintiff and it is undisputed in this case that the defendant No. 10 recognised the plaintiff and its said firm as a separate and distinct member of the defendant No. 10 Association. The said recognition was intimated by or on behalf of the defendant No. 10 Association to that effect to the plaintiff by a letter dated 26th of Aug. , 1977 and also to the Chairman of the defendant No. 11 Association by a separate letter of that date. A. s required by the rules of the defendant No. 11 Association the plaintiff duly deposited with the Chartered Bank a sum of Rs. 10,000/- on 29th of Aug. , 1977 against appropriate receipt. The said deposit is required to be made by the accredited brokers in Calcutta recognised by the defendant No. 10 Association under Clause II of Rule 3 of the defendant No. 11 Association. 10,000/- on 29th of Aug. , 1977 against appropriate receipt. The said deposit is required to be made by the accredited brokers in Calcutta recognised by the defendant No. 10 Association under Clause II of Rule 3 of the defendant No. 11 Association. The name of the plaintiff was duly circulated amongst its members and it was further intimated that the plaintiff had by virtue of its position 3 seats allotted to him. According to the plaintiff the plaintiff required some assistance and therefore sought to take an authorised person by the name of one Ashim Roy Chowdhury. Formal approval of the defendant No. 10 Association was sought but was refused. The plaintiff has set out all the various steps taken for inclusion of said Sri Ashim Roy Chowdhury as an assistant in the firm of the plaintiff. But for the present purpose it is not necessary to refer to the same in detail because the plaintiff is not insisting on his right to have said Ashim Roy Chowdhury as an assistant any longer. Thereupon, it is the case of the plaintiff that the plaintiff wanted and conceived the idea of taking one Sri S. K. Chopra formerly of Normans' Ross and Co. , a foreign exchange broker a member of the Calcutta Exchange Brokers' Association recognised by the defendant No. 11, as a partner in the said firm of the plaintiff and the plaintiff by a letter dated 16th of Feb. , 1978 duly applied to that effect for recognition of said S. K. Chopra as an authorised person and forwarded therewith a cheque for Rs. 100/- being the requisite entrance fee. The plaintiff also forwarded a no objection certificate dated 17th of Feb. , 1978 from the Normans' Ross and Co. But the defendant No. 10 by its letter dated 8th of March, 1978 communicated to the plaintiff that both the applications of the plaintiff namely, the application to take in Ashim Roy Chowdhury as an assistant as well as to take Sri S. K. Chopra as a partner of the plaintiff firm have been rejected. The plaintiff contends, the said action is mala fide and wrongful and the said action has been taken without assigning any reason whatsoever. The plaintiff further asserts that there is no plausible reason whatsoever for the refusal of the desired recognition and/or sanction. The plaintiff contends, the said action is mala fide and wrongful and the said action has been taken without assigning any reason whatsoever. The plaintiff further asserts that there is no plausible reason whatsoever for the refusal of the desired recognition and/or sanction. The plaintiff asserts that at the same sitting of the Executive Committee held on the 4th of March, 1978 the applications of Messrs. Poddar Saraogi and Co. and Shew-bux Bagri and Co. for recognition of authorised persons have been sanctioned. According to the plaintiff the decision of the Executive Committee was not in good faith and was taken arbitrarily and there could not be any plausible ground for rejection. The plaintiff asserts that by the wrongful conduct the plaintiff had been deprived of the assistance which the plaintiff is entitled to by the fact that the plaintiff has 3 seats and the choice of nomination of the authorised person of the firm rested with the plaintiff and by the wrongful and arbitrary conduct of the defendant No. 10 there has been interference with the business of the plaintiff. In those circumstances, the plaintiff has sought the reliefs mentioned hereinbefore. Originally a written statement had been filed on behalf of the defendants Nos. 1, 3, 7 and 10 and another written statement was filed on behalf of the defendants Nos. 5, 6 and 9 and the third one on behalf of the defendant No. 4. More or less identical points of defence had been taken in all these written statements. The original contention on behalf of the defendants was, that the suit as framed was not maintainable. Defendants have further asserted that the defendant No. 10 Association and its members were nf the view that the attempt of the plaintiff was to induct some persons of Batliboi and Karam of Bombay and induction of such persons would unfavourably affect the interest of the brokers who are doing foreign exchange brokerage business in Calcutta and, therefore in the best interest of the members of the Association, and for the protection of their legitimate rights the Executive Committee after considering all aspects of the matter had rejected the said applications made by the plaintiff. The defendants, further, asserted that the enquiry had revealed that by bringing in said S. K. Chopra the plaintiff had contemplated induction of the proprietor or partners of Batliboi and Karani in an indirect way and therefore the defendants acting in good faith had rejected the application of the plaintiff. It was, further, asserted that plaintiff had no cause for complaint and all applications were duly considered and the plaintiff had no absolute right to claim the right to induct either a partner or an assistant. The relevant claims by the plaintiff, which were denied by the defendants were not open to the plaintiff and as such the plaintiff has no cause of action. Furthermore, the defendant No. 10 being an unregistered association no suit was maintainable against the defendants. It was further asserted that the defendant No. 4 was improperly impleaded; Asoke Kumar Roy was not a member of the defendant No. 10 but one Ashim Kumar Roy was a member. ( 4 ) ON the said pleadings the following Issues were settled :--1 (a ). Has the defendant Association by its letter dated 8th March, 1978 wrongfully and mala fide declined to recognise S. K. Chopra as the authorised person of the plaintiff as alleged in para 15 of the plaint ? 1 (b ). Was the defendant Association obliged to assign reasons in rejecting the name of the said S. K. Chopra ? 1 (c ). Has the derision of the Executive Committee of the defendant Association in rejecting the said name not been taken in good faith ? Was the said decision discriminatory and violative of the principles of natural justice as alleged in para 15 of the plaint ? 2 (a ). Is the defendant Association not entitled to reject the nomination of the authorised person as alleged in para 16 of the plaint ? 2 (b ). Is the defendant Association under an existing obligation to the plaintiff to sanction the application of the plaintiff nominating S. K. Chopra as the authorised person ? 3. Has the plaintiff any cause of action against the defendants ? 4. Is the suit maintainable ? ( 5 ) TO what relief, if any, the plaintiff is entitled ? 5. Is the defendant Association under an existing obligation to the plaintiff to sanction the application of the plaintiff nominating S. K. Chopra as the authorised person ? 3. Has the plaintiff any cause of action against the defendants ? 4. Is the suit maintainable ? ( 5 ) TO what relief, if any, the plaintiff is entitled ? 5. As I have mentioned before one of the main points originally taken was that the suit against defendant No. 10 was not maintainable and was a nullity and no reliefs could be claimed or granted. Thereupon, during the course of the hearing of the argument the plaintiff made an application for amendment of the plaint and I granted the said amendment by the order dated 20th of June, 1978. The defendant No. 10 has now been properly sued and after the said amendment it is not necessary to discuss the controversy as to whether the suit as framed against defendant No. 10 was properly framed originally and as such the same was a nullity and no relief could have been granted against the other defendants. ( 6 ) IT has to be emphasised that the defendants in their written statement highlighted the fact that Ashim Roy Chowdhury was connected with M. Murarka and Co. , a sister concern of Messrs. Batliboi and Karani. The defendants have, further, stated that the elder brother of said Ashim Roy Chowdhury was an employee of M. Murarka and Co. , and had considerable influence in the said company. According to the defendants the said firm of Batliboi and Karani did not earn a good reputation in Calcutta foreign exchange market. The said firm, it was alleged by the defendants had a Teleprinter Communication with Bombay through which they used to transmit informations about the Calcutta market and thereby adversely and prejudicially affect the Calcutta market. It is the allegation of the defendants that Batliboi and Karani had tried their best to push themselves by any means into the Calcutta market and according to the defendants negotiations have gone on between the said firm of Batliboi and Karani and the plaintiff for the transfer of the plaintiff's business to the said firm of Messrs. Batliboi and Karani. The defendants have alleged that such negotiations for transfer took place even before the division of Padia and Co. Batliboi and Karani. The defendants have alleged that such negotiations for transfer took place even before the division of Padia and Co. The defendants' allegation was that Batliboi and Karani by installation of teleprinter between Calcutta and Bombay and passing news of the markets had made attempts to prejudice arid unstabilise the market and as a result thereof the interests of the merchants and brokers in Calcutta had been seriously prejudiced and they had boycotted the said Batliboi and Karani. It. is this apprehension based on enquiries that had led according to the defendants to reject the application of the plaintiff to take Ashim Roy Chowdhurv as an assistant and induct Sri S. K. Chopra as a partner. It has been further suggested on behalf of the defendants in the written statement that at the time of the division of Padia and Co. there was a representation that there would be no induction of any partner or assistant as was purported to be done bv the induction of S. K. Chopra. As I have mentioned before one of the main points urged at the time of the hearing of ths suit was that the suit was not maintainable as framed and therefore I had allowed leave to the plaintiff to institute the suit under O, 1, R, 8 of the Civil P. C. and pursuant to such leave advertisements had bpen duly published as required by the provisions of law and in pursuance to that advertisement two other members of the defendant No. 10 namely, Kartick Chandra Dhar and Co. and Bhanumal and Co. sought leave to intervene in the matter. Such leave was duly granted and they have filed written statements thereafter. In the written statements filed by the said added defendants more or less identical points have been reiterated by the said added defendants. ( 7 ) I have set out hereinbefore the Issues as finally settled in this case. Issues Nos. 3 and 4 relate to the fact whether plaintiff has any cause of action against the defendants and whether the suit is maintainable. Now on these two issues one of the main arguments or indeed the solitary argument about the maintainability of the suit was that the defendant No. 10 being an unregistered association the suit as framed was not maintainable and was a nullity. Therefore, no relief could be granted in this suit. Now on these two issues one of the main arguments or indeed the solitary argument about the maintainability of the suit was that the defendant No. 10 being an unregistered association the suit as framed was not maintainable and was a nullity. Therefore, no relief could be granted in this suit. It was, further, sought to be elicited from the evidence of the plaintiff in answers to questions 100-102 that the defendant No. 4 Asoke Kumar Roy was not a member of the Committee of the defendant No. 10 at any point of time. It was, further, suggested to him that it was Ajit Kumar Roy who was a member of the Executive Committee and not Ashoke Kumar Roy. To this the plaintiff stated in answer to question 102 that that might be the correct position and he was not sure. But after the amendment that I have directed by the order dated 20th of June, 1978 granting leave under O 1, Rule 8 of the Civil P. C. and permitting Shyam Sundar Lakhotia the defendant No. 3 to be sued for self and on behalf of the members of the defendant No. 10 association, these objections, in my opinion, are no longer sustainable. Indeed though such amend-ment was resisted, after the amendment was allowed no argument was advanced in support of this objection. I must, however, note that in respect of the controversy as to whether the suit as originally framed was maintainable or not from the Bar the following decisions were cited. Rajendra Nath v. R. C. Turf Club, ; Kodia Groundar v. Velandi Groundar, ; G. I. P. Rly. , Senior Institute v. Mohit Kumar, AIR 1954 Nag 29; Board of Directors v. R. H. Niblett,. For the reasons mentioned hereinbefore it is however, not necessary for me to discuss the aforesaid decisions and after the amendment, I must, therefore, answer the Issue No. 4 in the affirmative and in favour of the plaintiff. ( 8 ) SO far as the Issue No. 3 is concerned, it has two separate aspects namely, whether in respect of the action taken by an association like the defendant No. 10 there could be any cause of action at all; that aspect will require further examination and consideration. ( 8 ) SO far as the Issue No. 3 is concerned, it has two separate aspects namely, whether in respect of the action taken by an association like the defendant No. 10 there could be any cause of action at all; that aspect will require further examination and consideration. But so far as that issue challenges the cause of action against the defendants if otherwise sustainable then the same must be answered in the affirmative and in favour of the plaintiff. ( 9 ) SO far as Issues Nos. 1 and 2 are concerned these mainly centred round the question whether the letter of the defendant No. 10 dated 8th of March. 1978 was wrongful or mala fide or whether the defendant No. 10 was obliged to assign any reason for rejecting the name of Sri S. K. Chopra and whether the decision of the defendant No. 10 was taken in good faith and whether there was any scope for the application of the principles of natural justice in this case. It is also necessary to consider whether there was any obligation on the part of the defendant No. 10 Association to sanction, in the facts and in the circumstances of this case, the application of the plaintiff in nominating Sri S. K. Chopra as the authorised person as a partner on the said firm. ( 10 ) IN this case both oral and documentary evidence have been tendered. On behalf of the plaintiff Surendra Kumar Chopra has given evidence and plaintiff himself has also deposed. The brief of documents and correspondence was tendered and has been marked as Ext. A and Ext. B being documents except the document marked serial No. 1 disclosed by the defendant No. 10 have also been tendered and these have been marked as Ext. B and Ext. I is a joint affidavit of service of Prabir Kumar Dey and the plaintiff affirmed on 31st of May, 1978. So far as Ext. I is concerned it is no longer of much relevance because of the amendment referred to hereinbefore. It is necessary, therefore, briefly to discuss the documentary evidence before I embark upon discussing the oral evidence in this case. Items 1 and 2 are the rules of the Foreign Exchange Dealers' Association and Rules of Foreign Exchange and Bullion Brokers' Association. Item 3 in Ex. A is the letter dated 1st of Aug. It is necessary, therefore, briefly to discuss the documentary evidence before I embark upon discussing the oral evidence in this case. Items 1 and 2 are the rules of the Foreign Exchange Dealers' Association and Rules of Foreign Exchange and Bullion Brokers' Association. Item 3 in Ex. A is the letter dated 1st of Aug. , 1977. In that letter Padia and Co. had informed the respondent No. 10 Association about the retirement of C. J. Padia from the said firm and also intimated that out of 9 seats in the Association belonging to the firm Padia and Co. , 3 seats should be transferred in the name of C. J. Padia who would continue to do his separate business in the name and style of Chiranjan and Co. This position was accepted by the defendant No. 10 Association by a letter written to the defendant No. 11 as would be apparent from P, D. 4 which is at page 11 in Ext. A. By letter dated 26th of Aug. , 1977 in Ext. A the plaintiff was intimated that this claim to do business in his own name with 3 seats has been accepted. The said letter is important and contained, inter alia, as follows : --"your application dated 1st Aug. , 1977 jointly with M/s. Padia and Co. was received by us intimating your retirement from Partnership of Padia and Co. Your request for transfer of three seats in your name to enable you to do business separately in the name of Chiranjan and Co. has been duly approved and accepted by the Executive Committee meeting held on 23rd Aug. . 1977 after scrutiny of the Deed of Retirement. We have duly intimated the Chairman, F. E. D. A. to accept the Security Deposit of Rs. 10,000/- to enable you to commence business at the earliest. For your information a copy of the letter is enclosed herewith. As President of our Association I extend to you my best wishes. "thereafter, the other documents in Ext. A relate to the application of the plaintiff for taking Sri Ashim Roy Chowdhury as an assistant and a calling member of the firm. It is not necessary to rffer to the same as the plaintiff is no longer insisting on his right to have Ashim Roy Chowdhury as an assistant. Thereafter, on the 10th of Oct. A relate to the application of the plaintiff for taking Sri Ashim Roy Chowdhury as an assistant and a calling member of the firm. It is not necessary to rffer to the same as the plaintiff is no longer insisting on his right to have Ashim Roy Chowdhury as an assistant. Thereafter, on the 10th of Oct. , 1977 the plaintiff was informed by the defendant No. 10 that certain complaint had been received against the plaintiff and the plaintiff was requested to attend the meeting to be held on the 11th of Oct. , 1977. What happened can best be narrated in plaintiff's version in the letter which is P. D. 9 dated 18th of Oct. . 1977 in Ext. A. The said letter contained inter alia, as follows :--"while the said meeting was in progress, our Mr. C. J. Padia, was shown a letter alleged to have been signed by a good number of members. The said letter contains as an allegation that certain misrepresentations were made by him. We deny that there was any misrepresentation whatsoever on our part. Thereafter some of the members alleged that there was a secret agreement between ourselves and Messrs. Batliwala and Karani of Bombay. No particulars of the said alleged agreement were given neither was the source of information regarding the said secret agreement disclosed. We were really shocked to learn of the said allegation which was based on rumours and was possibly only a brainwave of some of the members who would not like others to survive and operate. It is really strange in view of the recommendation of F. E. D. A. I. some of them should still continue with their pasttime of making false and malicious allegations against others. We are asked to give an undertaking that we shall not associate ourselves with the said Messrs. Batliwala and Karani or any other outside broking firm. We are afraid that such an undertaking is not at all essential nor is it within the competence and power of the Committee to insist upon an undertaking for the reason that if we are not acting within the rules of the association, then we are otherwise to be penalised and if there is no rule which prevents us from associating ourselves with an outside broking firm then the Committee cannot impose on us any such restriction. This bv itself shows the malice on the part of some of the members. Since we are not person who would act in contravention of the rules and regulations of the Association and are not those who would like to enter into unnecessarv correspondence inasmuch as we have no time in involving ourselves in a void correspondence, we can only assure that if it is against the rules and regulations of the Association, we shall not associate ourselves with any outside broking firm but if it be within the rules, then we reserve out right to associate ourselves with any broking firm of our choice. Finally in case you insist on taking such an undertaking from us, we hereby give it but we expect this applies to all members and that you will be obtaining in due course similar undertaking from all other members of the Association as well. Thanking you, yours faithfully, undertaking we hereby give our solemn declaration that M/s. Batliwala and Karani or any partner of the said firm or any relative of a Partner of M/s. Batliwala and Karani or any other outside Foreign Exchange broking firm has no connection or interest whatsoever directly or indirectly in our firm. We also give guarantee that we shall not enter into any such connection with them or allow any outside Foreign Exchange broking firm interest in our firm in future as well. The Association will be free to take under the rules any action they like if we are found to breach the above declaration and guarantee in their best discretion. " On the 5th of Nov. , the Secretary of the defendant No. 10 communicated to the plaintiff a resolution at a meeting held on the 5th of Nov. , 1977. The said resolution was as follows :--"it was also resolved to send a request letter to M/s. Chiranjan and Co. , and copy to M/s. Padia and Co. to appreciate the new situation and to try to come back to their old position before the retirement of Mr. C. P. Padia from M/s. Padia and Co. , was sanctioned. It is felt that a copy of this resolution, should be forwarded to the local FEDAI for record. " The plainliff protested against the sug-gestion by the letter dated 7th of Nov. , 1977 which is P. D. 12 in Ex. C. P. Padia from M/s. Padia and Co. , was sanctioned. It is felt that a copy of this resolution, should be forwarded to the local FEDAI for record. " The plainliff protested against the sug-gestion by the letter dated 7th of Nov. , 1977 which is P. D. 12 in Ex. A. It is not necessary to set out the actual terms of that protest. There were again reminders about the application relating to Ashim Roy Chowdhury to which it is not necessary to refer. Thereupon, on the 16th of Feb. , 1978 the plaintiff wrote to the Spcretary of the defendant No. 10 Association as follows :--"we wish to inform you that Mr. S. K. Chopra will be joining our firm as Part-ner and authorised person to call on the Banks. Kindly circulate our letter among the members of the Managing Committee for their information and formal confirmation. Further kindly inform the Chairman, FEDAI to enable Mr. Chopra to call on the Banks at the earliest. We are giving below the details required for necessary amendment of the circular by FEDAI. Name of Firm Authorised Persons chtrajan and CO. 1. C. J. PADIA 12/a, Netaji Subhas 2. S. K. CHOPRA road, First Floor, 3. ASHIM. ROY room No. 18a, CHOWDHURY calcutta-700 001. We are enclosing herewith a cheque for Rs. 100/- being the required entrance fee. Thanking you,". The necessary no objection certificate from the previous firm where Sri S. K. Chopra was working was also enclosed. By two letters dated 8th of March, 1978 the plaintiff was informed that the plaintiff's application for taking Sri Ashim Roy Chowdhury as an assistant and inducting Sri S. K. Chopra as a partner of the firm and authorised to call on the banks has been rejected by the Executive Committee after careful considration. The defendant No. 19 offered to refund the security deposit. There was a letter dated 8th of April, 1978 wherein certain allegations had been made on behalf of the plaintiff that the plaintiff was threatened to withdraw the present suit which the plaintiff had in the meantime instituted claiming the reliefs as indicated before. It is not necessary for the determination of the controversy to refer to the actual terms of the said letter and the said allegations were denied on behalf of the defendant No. 10. It is not necessary for the determination of the controversy to refer to the actual terms of the said letter and the said allegations were denied on behalf of the defendant No. 10. The deed of dissolution between the partnership firm of Pridia and Co. has also been disclosed and apart from the facts which have been set out hereinbefore nothing much of importance appears therefrom. In Ext. B disclosed by the defendant No. 10 D. D. 8 contains the minutes of the meeting of the Executive Committee of the defendant No, 10 Association held on the 4th of March. 1978. The minutes are important and these are to the following effect :--"sri K. P. Purohit was called to the Chair. Last executive committee meeting minutes were read and confirmed. The letter of Sri Bhupesh Dutta dated 17-2-1978 was discussed and it was decided to request Sri Dutta not to press for resignation. The letter of M/s. S. B. Bagree dated 13-1-78 seeking permission for appointing Mr Dipendra Nath Mahji as an Assistant was discussed and approved. The letter of M/s. Poddar Saraogi and Co. dated 21-12-77 was discussed and the name of Mr. M. K. Maitra as an assistant was approved. The letter of M/s. Ray-chand Lakhotia and Sons requesting approval of separation of Mrs. Neelam Dujari and according sanction to her separate firm was discussed and it was decided by the majority of the members that in view of the present circumstances same could not be approved. The letters of M/s. Chiranjan and Co. , regarding appointment of Mr. A. Roy Chowdhury as an assistant and Mr. S. K. Chopra as a partner were discussed and the majority of the members decided to reject both applications as these applications were against the verbal assurance of Mr. C. J. Padia at the time of allowing sanction of the firm that nobody connected with other firm will be taken as an assistant or partner by him and that the separation was a normal division between the brothers. Some members informed the meeting that without sanction of the association some representatives of M/s. Chiranjan and Co. , are contacting Bank exchange traders. After discussion it was decided to write to M/s. Chiranjan and Co. not to allow unauthorised persons to call or contact banks for exchange business failing which strict disciplinary action (including suspension of the firm) will be taken. , are contacting Bank exchange traders. After discussion it was decided to write to M/s. Chiranjan and Co. not to allow unauthorised persons to call or contact banks for exchange business failing which strict disciplinary action (including suspension of the firm) will be taken. The members discussed about the stoppage of call money business through brokers and it was decided to make proper representation to the authorities concerned. With a vote of thanks to the chair the meeting terminated". Defendant No. 10 has also disclosed the minutes of the meeting of the 6th of March, 1976 being D. D. 9 indicating that the application of A- P. Misra was also rejected for certain reasons recorded in the said minutes. The minutes of the 10th of Sept. 1962 have also been disclosed being D. D. 10 in Ext. B regarding the rejection of certain application by one M/s. Ochhavlall Mathuradas and Co. Similarly, certain resolution dated 9th of Aug. 1956 was also disclosed which indicated that the application of one M/s. Bhanamull and Co. was rejected. These have been disclosed obviously for the purpose of establishing the bona fide of the action on the part of the defendant No. 10 Association. Ext. I has really in view of the amendment allowed no relevance now. The said affidavit was intended to establish that the defendant No, 10 Association was not properly represented. ( 11 ) BEFORE I discuss the oral evidence it should be mentioned that there is no documentary evidence of any connection between the Bombay firm and either Sri S. K. Chopra or Sri Ashim Roy Chow-dhury. There is some evidence of the fact that Sri Ashim Roy Chowdhury had taken up subsequently some employment in Murarka and Co. of Calcutta which is alleged to have the same proprietor or partner as the Bombay Firm of wnich the defendant No. 10 was apprehensive. There is also no documentary evidence that any assurance was given at the time of the sub-division of the partnership to which the plaintiff belonged, that there would be no further sub-division or that the plaintiff would not utilise its full strength of three members as it was entitled to or take in any new partner or assistant. It is important to emphasise this aspect because there has been some suggestions to that effect in the evidence tenderd on behalf of the defendant No. 10. It is important to emphasise this aspect because there has been some suggestions to that effect in the evidence tenderd on behalf of the defendant No. 10. ( 12 ) IT is now necessary for me to discuss the oral evidence adduced. The plaintiff tendered the evidence of Suren-dra Kumar Chopra and himself also gave evidence. Sree S. K. Chopra stated his qualifications in answer to question 8 and stated that while working in Normans' Ross and Co. he was a senior executive looking after the complete operations and running of the company and he further stated that he was authorised by the said company to call on the banks as well as some of the merchant houses for business. He stated in answer to question 14 that he intended to join plaintiff as he had left Normans' Ross and Co. and was looking for a suitable job. He further gave evidence that Normans' Ross and Co. had no objection to his joining the plaintiff and the defendant No. 10 was duly intimated of the said fact. He has categorically denied in answer to question 18 that he had any connection with Batliwalla and Karani of Bombay before and had no intention of having any connection with them in the future. It was suggested to him in cross-examination in question 19 that he had connection with the firm M. N. Murarka and Co. Sri Chopra in his answer has categorically denied that suggestion. He has also denied the suggestion that he was connected with Messrs. Batliwalla and Karani and he was trying to enter plaintiff or the defendant No. 10 association for facilitating the work of Messrs. Batliwala and Karani. Apart from the suggestions no evidence was adduced to contradict the clear and unequivocal testimony of Sri S. K. Chopra Sri Chopra gave his evidence in a straightforward manner and there is nothing on record or in his demeanour or in his past conduct or in his educational background to disbelieve his testimony. ( 13 ) THE plaintiff was called to the English Bar from Lincoln's Inn in 1959 and thereafter he joined his father's business which was at that time named as Lakshmi Narayan Misra and Co. where the plaintiff continued to be a partner along with his brother and one J. P. Misra. He has explained in answer to question 11 the meaning of the "exchange seat". where the plaintiff continued to be a partner along with his brother and one J. P. Misra. He has explained in answer to question 11 the meaning of the "exchange seat". Exchange seat, according to the plaintiff, allows person to act as a calling member on the bank and a firm having 9 seats only has 9 members or partners to canvass for business and the business that is done is foreign exchange brokerage. The plaintiff had further stated that he continued to be a partner of 'padia