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2017 DIGILAW 4123 (MAD)

Sundar v. Srinivasan VS T. Ramasatyanarayana

2017-12-05

N.SATHISH KUMAR, RAJIV SHAKDHER

body2017
JUDGMENT : N. SATHISH KUMAR, J. 1. Since the appeal in O.S.A. No. 346 of 2016 and W.P. No. 4058 of 2017 is filed by one and the same person and the issues involved in the Original Side Appeal as well as the Writ Petition are also same, we are inclined dispose of both the appeal and writ petition by this common judgment. 2. The appellant in O.S.A. No. 246 of 2016 is a third party to the suit, with the leave of this Court, he has filed this appeal, challenging the decree and judgment of a single Judge of this Court in C.S. No. 454 of 2016. The facts in brevity leading to file this appeal and writ petition are as follows:- 2. (a) The 2nd respondent in this appeal is the South Indian Film Chamber of Commerce, formed in the year 1939. The 2nd respondent, South Indian Film Chamber of Commerce was originally governed by the provisions of Societies Registration Act, 1860 (Central Act XXI of 1860), thereafter under the provisions of Tamil Nadu Societies Registration Act, 1975 (hereinafter referred to as “the Act 1975”). 2. (b) The main object of the Society is to encourage and develop the film industry in all its branches in the whole of South India consisting of Tamil Nadu, Andhra Pradesh, Karnakata, Kerala and the Union Territory of Pondicherry and, as far as possible, to work in conjunction with other similar Associations. Any person who is connected with the film trade or industry, was eligible to apply for admission as a member of the chamber. As per the bye-laws and rules, the members are classified under six (6) groups viz. (1) Studio (2) Producers (3) Distributors (4) Exhibitors (5) Affiliated associations and (6) Associates. Rules 8(i), 34, 35 and 36 deals with the committee members, Annual General Meeting and Election and the right to exercise franchise. 2. (c) The appellant/writ petitioner is a member of the Society. He filed a suit in O.S. No. 4187 of 2015 on the file of the City Civil Court, Chennai, for a permanent injunction restraining the election officer/2nd defendant from accepting the authorization letter to vote in the election to be conducted on 26.07.2015 and to direct the defendant to conduct election by permitting the members to vote in person. He filed a suit in O.S. No. 4187 of 2015 on the file of the City Civil Court, Chennai, for a permanent injunction restraining the election officer/2nd defendant from accepting the authorization letter to vote in the election to be conducted on 26.07.2015 and to direct the defendant to conduct election by permitting the members to vote in person. The grievance of the appellant in the above suit is that bye-laws and rules 8(i) is inconsistent with the provisions of Section 15(3) of the Act, 1975. Therefore, the main grievance of the appellant is that no proxy or authorized representative of the members are entitled to vote in the election. 2. (d) In the above suit, ex-parte interim injunction was granted, against which Civil Revision Petition in C.R.P. No. 3038 of 2015 was filed before this Court on 24.07.2015 and the ex-parte injunction granted by the trial court is suspended. In the meanwhile, one Mr. T. Ramasathiyanarayana (1st respondent) had filed a Civil Suit in C.S. No. 454 of 2016 before this Court for a mandatory injunction, directing the defendant to conduct election to the post of office bearers and Executive Committee members in the defendant society every year, by strictly following the procedure laid down under the Rules of the defendant society, including the procedure of voting through authorized representatives as provided in Rule 8. 2. (e) The learned single judge has passed a common order in C.R.P. No. 3038 of 2015, C.S. No. 454 of 2016 and Application No. 3447 of 2016. As the issue involved in the suit is only with regard to the interpretation of the Section 15(3) of the Act, 1975, the learned single judge disposed of C.R.P. No. 3038 of 2015 and also held that the suit filed in O.S. No. 4187 of 2015 on the file of the IV Assistant Judge, City Civil Court, Chennai, has become infructous and, ultimately, the same was called for from the file of the IV Assistant Judge, City Civil Court, Chennai, and decreed the suit in C.S. No. 454 of 2016 by appointing the Honourable Mr. Justice D. Hariparanthaman as the supervisor/observer to supervise and oversee the election in conformity with Rule 8(1) of the Society. The learned Single Judge has also held that there is no inconsistency between Rule 8(1) and Section 15(3) of the Act 1975. 3. Justice D. Hariparanthaman as the supervisor/observer to supervise and oversee the election in conformity with Rule 8(1) of the Society. The learned Single Judge has also held that there is no inconsistency between Rule 8(1) and Section 15(3) of the Act 1975. 3. Aggrieved with the judgment of the learned single judge, though the appellant was not a party in C.S. No. 454 of 2016, with the leave of this Court, filed the present appeal in O.S.A. No. 246 of 2016. 3. (a) This Court on 12.12.2016, with the consent of the appellant counsel and the counsel for the 2nd respondent, passed the following order:- “13. Accordingly, by consent, the following directions are issued:- (i) The Inspector General of Registration appointed as a Registrar under Section 2(i) of the Act, is directed to decide the question as to whether Rule 8(i) of South Indian Chamber of Commerce Rules, is in violation of the provisions of the Act. (ii) The Registrar is directed to give an opportunity to the appellant and the respondents before taking a decision in the matter one way or the other. (iii) The Registrar should indicate as to whether and to what extent Rule 8(i) is in violation of the Provisions of the Act. (iv) The Registrar is directed to pass appropriate orders on merits and as per law, as expeditiously as possible and in any case on or before 31st December, 2016. (v) The Registrar is directed to produce a copy of the order, after service to the parties, before this Court by 04.01.2017.” 4. Based on the directions issued by this Court vide order dated 12.12.2016, the Inspector General of Registration has passed proceedings in No. 59494/II/2016, dated 05.01.2017. The Inspector General of Registration in his order has held that there is no provision or bar to exercise the franchise by proxy. Assailing the order, the appellant has filed a writ petition in W.P. No. 4058 of 2017. Since, the issue involved in the appeal as well as in the writ petition is pertaining to the interpretation of Section 15(3) of the Act, 1975, we are inclined to dispose of the same by this Common Judgment. 5. The learned counsel appearing for the appellant / writ petitioner has submitted that the bye-law No. 8(i) of the Society has become redundant and unenforceable in view of the Section 15(3) of the Act 1975. 5. The learned counsel appearing for the appellant / writ petitioner has submitted that the bye-law No. 8(i) of the Society has become redundant and unenforceable in view of the Section 15(3) of the Act 1975. It is the further contention of the learned counsel that Section 15(3) of the Act, 1975, does not empower the proxy voting and when the Act itself is not given any right, the bye-law which was in existence prior to 1975 Act become redundant in view of the inconsistency as per Section 53 of the Act. 6. It is the further contention of the learned counsel that since Section 15(3) of the Act, 1975 specifically states that members of the committee shall be appointed at the meeting of the society, by a resolution of a majority of the members present and entitled to vote thereat. 7. Only the members who are actually and physically present alone are entitled to vote, particularly, qua election for appointing committee members. As against this, the society and election officer are receiving the written authorisation from various members and proxies are allowed to vote. Use of such proxies is against the statute, and hence not valid in the eye of law. 8. Learned counsel for the appellant also contended that the proxies are allowed in the statute only when special resolution is sought to be passed by not less than 2/3rd majority of members. Whereas for an election of the office bearers, statue does not give any power of proxy voting. Hence, he submitted that upon a conjoint reading of Section 2(j) and Section 15(3) of the of the Act, 1975, the only conclusion one could reach is that the bye-law under Rule 8(i) permitting voting by proxy had been repealed and could not be enforced. Therefore, it is the contention of the learned counsel that the single Judge has not appreciated the facts and the law properly. Similarly, the Inspector General of Registration has also mechanically passed the order holding that there is no inconsistency between the bye-laws and Section 15(3) of the Act 1975. Hence, it is the contention of the appellant and writ petitioner that Rule 8(i) is inconsistent with Section 15(3) of the Tamil Nadu Act, 1975. It is also the contention of the learned counsel that the proxy vote has been done away by the Supreme Court. Hence, it is the contention of the appellant and writ petitioner that Rule 8(i) is inconsistent with Section 15(3) of the Tamil Nadu Act, 1975. It is also the contention of the learned counsel that the proxy vote has been done away by the Supreme Court. In support of his contention the learned counsel has cited the decision in the Board of Control for Cricket vs. Cricket Association of Bihar, (2016) 8 SCC 535 . 9. On the other hand, the learned counsel appearing for the respondents submitted that the society was formed in the year 1939 for the benefit of the film industry in southern states comprising of members from various places, and companies, partnership firms, others also become members. Rule 8(i) was framed, taking into consideration the fact that members represented various groups from different places in the southern states. It is the further contention of the learned counsel for the respondents that the bye-law also imposes certain mandatory conditions which require the authorised representative of the member to be an officer employed in whole or part time business of the authorising member. Such authorised representative while representing the members, cannot seek, propose or send any nomination. Section 2(j) of the Act speaks about the special resolution where the proxy is permitted in the statute itself. The members includes company and other legal entities. Therefore, it cannot be stated that the entities must be physically present at the time of voting. Hence, it is the contention of the learned counsel, that there is absolutely no inconsistency between the bye-laws and statute. Hence, the learned counsel prayed for dismissal of the appeal. The learned counsel for the respondents also prayed to dismiss the writ petition as the Inspector General had correctly held that there is no inconsistency in between the bye-laws and statutes. 10. In the light of the above submissions, the only point that arises for consideration in both the appeal and writ petition is whether Rule 8(1) of the Society Act has become redundant due to inconsistency between the rule and the provisions of the Act. 11. It is undisputed fact that South Indian Film Chamber of Commerce formed in the year 1939 was originally governed by the provisions of Societies Registration Act, 1860. The object of the Society as per the Memorandum of Associations is as follows: “3. 11. It is undisputed fact that South Indian Film Chamber of Commerce formed in the year 1939 was originally governed by the provisions of Societies Registration Act, 1860. The object of the Society as per the Memorandum of Associations is as follows: “3. The objects for which the Society is established are:- (a) To encourage and develop the film industry in all its branches in the whole of South India consisting of Tamil Nadu, Andhra Pradesh, Karnataka, Kerala and the Union Territory of Pondicherry, and, as far as possible, to work in conjunction with other similar Associations: (b) To watch, protest and extend the rights and privileges of its members and of film trade in general: (c) To encourage and facilitate film production, distribution and exhibition, and also other incidental and allied activities directly connected with the film industry. (d) To act as a clearing house for information on all matters pertaining to the production, distribution and exhibition of films; (e) To advice on meters pertaining to the film industry and to extend to its members support in the exercise of their legitimate rights; (f) To investigate problems peculiar to the film industry with a view to develop the industry; (g) To conduct an organ and organs for the spread of knowledge regarding the film industry; (h) To educate the public in the utility of the film industry from a social, industrial and educational point of view: (hh) To organise regional, national or international festivals of films for the information and benefit of members and/or the cine-point public. (i) To maintain a library for the benefit of the members; (j) To establish institutions for the development of film techniques and to institute awards or other forms of recognition, which are considered by the Society to be conducive to the development of film techniques; (k) To act, if required, as an advisory body to Government Departments concerned with the use and control of films; (l) To conciliate, mediate and arbitrate in all disputes that may be submitted for settlement by the members; (m) To promote the film business interests; (n) To study business prospects, fluctuations, dangers and opportunities and to lay before the Legislature the views of the Society on matters affecting the film-trade. (o) To obtain and furnish statistics regarding the various phases of the film industry and trade; (p) To obtain by combination advantages which could not be obtained by individual enterprise; (q) To afford to its members amenities of a Social Club; (r) To affliate the Society to any other all-India Association or body, representing the production, distribution and exhibition sectors of the film industry and having objects wholly similar to those of the Society; (rr) To grant, in its discretion, affliation to or permit amalgamation with it to, any Registered Association or organisation which exclusively pertains to the film industry and has objects similar to those of the Society; (s) Generally to purchase, take on lease or in exchange, hire, or otherwise acquire any immovable or movable property and any rights or privileges which the Society may think necessary or convenient for any of the purposes for which it is established. (ss) To sell or otherwise dispose of movable properties of the Society or the interests thereof; (sss) To sell, assign, mortgage, lease hire or otherwise dispose of immovable properties of the Society or the interests thereof, for the purpose of acquiring or creating another immovable property or properties for the benefit of its members and pending the acquisition or creation of such immovable properties, to keep the sale proceeds of the immovable properties in any nationalised bank, or any of its subsidiaries; (t) To invest and deal with the moneys of the Society not immediately required upon such Securities and in such manner as may, from time to time, be determined but such investment shall not be made for any purpose unrelated to the objects of the Society directly or indirectly and such investment shall be in accordance with the provisions of the sections 13(1)(d) read with section 11(5) of the Income Tax Act, 1961. (u) To make, accept, endorse and execute pronotes, bills of exchange and other negotiable instruments; (v) To make and give receipts, releases and other discharges for money payable to the Society; (w) to do all such other things as are incidental or conductive to the attainment of the above objects.” 12. (u) To make, accept, endorse and execute pronotes, bills of exchange and other negotiable instruments; (v) To make and give receipts, releases and other discharges for money payable to the Society; (w) to do all such other things as are incidental or conductive to the attainment of the above objects.” 12. It is relevant to extract Rule No. 4 of the Rules: 4.(i) Any person who is connected with the film trade or industry, as shown in it sub-rule (iii) of this rule, shall be eligible to apply for admission as a member of the Chamber. (ii) The members of the Chamber shall be classified under the following distinct groups: (a) Studios (b) Producers (c) Distributors (d) Exhibitors (e) Affiliated associations (f) Associates (iii) For the purpose of this rule: (a) (i) “studio” means a person who carries on any one or more of the following business, viz. a licensed motion picture studio, a film processing laboratory, a recording unit or a dubbing unit. (ii) “Cine Outdoor Equipment Unit” means a person she carried on the business of hiring out outdoor-indoor film shooting equipments which shall include a 35 mm or 16 mm movie camera and other necessary accessories, either owned by him or acquired by him on lease. (b) “Producer” means a person who is actually engaged in producing a picture or a person who has, in his name as producer, not a motion picture censored prior to the date of his application for membership. (c) “Distributor” means a person who is actually engaged in the distribution of Motion Pictures. (d) “Exhibitor” means a person who carries on the business of exhibition of picture in a licensed premises. (e) “Affiliated Association” means an Association connected with the film trade or industry having objectives similar to those of the chamber. (f) “Associate” means a person dealing in or manufacturing film machinery, raw films, cinema carbons, spare parts and such other articles connected with the film trade or rendering technical service in the film trade or industry. This group will include others who had already been admitted as members and not coming under any of the above categories. 13. (f) “Associate” means a person dealing in or manufacturing film machinery, raw films, cinema carbons, spare parts and such other articles connected with the film trade or rendering technical service in the film trade or industry. This group will include others who had already been admitted as members and not coming under any of the above categories. 13. Rule 6(i) of the Rules is as follows: 6.(i) Any person desiring to become a member of the chamber shall send an application to the chamber in the prescribed form together with the prescribed annual subscription and entrance fee and such other documents as the case may be necessary in support of the statements in the application. In the case of an Association seeking affilitation, the application shall be accompanied with a copy of the Memorandum and Articles of Association together with a list of office bearers of the applicant's Association as on the date of application. 14. It is relevant to extract Rule 8: 8. (i) Any member shall be entitled to exercise the rights of his membership in one or more groups through his duly authorised representative or representatives, as the case may be, to attend and vote at any meetings including the Annual General Body Meeting and at the election of Office Bearers and Committee Members. Any authorisation or changes in authorisation shall be notified to the Chamber during the office hours any time, but, in any case, not later than seven clear days before the date of any meeting at which the representative shall be an officer employed whole-time or part-time, in the film business of the authorising member, but shall not be entitled to seek, propose or second any nomination for election of a Committee Member. Inspite of any such authorisation, any member is entitled to attend meeting personally and exercise his rights of the membership, in which case the authorisation will not hold good for any such meeting. (ii) In the case of Proprietory concern which is a member, the Proprietor shall be entitled to sign the authorisation; (iii) In case of a partnership firm which is a matter, the Managing Partner or any one of the partners shall be entitled to sign the authorisation. (ii) In the case of Proprietory concern which is a member, the Proprietor shall be entitled to sign the authorisation; (iii) In case of a partnership firm which is a matter, the Managing Partner or any one of the partners shall be entitled to sign the authorisation. (iv) In the case of a Limited Company which is a member, the Managing Director, or any director or the officer in whom the whole management of the company is vested by whatever name called shall be entitled to sign the authorisation. (v) In the case of an Associates affiliated as a member, the President or one of the Secretaries of the Association, shall be entitled to sign the authorisation. (vi) If more authorisations than one are received from any member, all such authorisations shall be treated as invalid.” 15. From the Rule 8, it is easily discernible that apart from proprietary concern, a partnership firm, a limited company and any association can be a member of the society. However, Rule 8 also permits by voting a proxy. Perhaps, the reason might have been that members representing various groups are not only from the different places in Southern states, but also the proprietary concerns and other legal entities, which are entitled to become members of the society. Rule 8(i) also mandates that any authorisation related to a representative or representatives as the case may be to attend and vote at any meeting including the Annual General Meeting, the same shall be notified to the chamber during office hours, at any time, not later than seven (7) clear days before the date of any meeting. Further, the authorised representative shall be an officer employed whole time or part time, in the firm business of the authorising member and such authorised representative may represent one or more members but shall not be entitled to seek, propose or second any nomination for election of a Committee Member. The above rule makes it clear that authorisation cannot be done mechanically without strict compliance of Rule 8(i). 16. Rule 34, 35 deals with the office bearers and their election. Rule 36(vi) reads as follows: “(vi) Votes of the members in respect of the election of Office-bearers and Committee members may be given either personally or through duly authorised representatives as per rule 8.” 17. 16. Rule 34, 35 deals with the office bearers and their election. Rule 36(vi) reads as follows: “(vi) Votes of the members in respect of the election of Office-bearers and Committee members may be given either personally or through duly authorised representatives as per rule 8.” 17. It is to be noted that this bye-law came into existence prior to the enactment of the Tamil Nadu Societies Registration Act, 1975. Section 53 of the Act speaks about the application to the existing registered societies. As per Section 53 of the Tamil Nadu Societies Registration Act, every society registered under the Societies Registration Act, 1860 (Central Act XXI of 1860), or under any law corresponding to this Act in force in the transferred territory immediately before the date of commencement of the Act including the Travancore-Cochin Library, Scientific and Charitable Societies Registration Act, 1955 (Travancore-Cochin Act XII of 1955), shall be deemed to be registered under this Act, and the bye-laws of such society, shall, in so far as they are not inconsistent with any provision of this Act, continue in force until altered or rescinded. 18. A reading of Section 53 would show that the bye-laws, which are not inconsistent with the provisions of the Act are valid and could be enforced. The main argument of the learned counsel for the appellant/writ petitioner is that Section 15(3) of the Act 1975, does not provide for proxy voting. Therefore, Rule 8(1) is inconsistent with the Act and the same cannot be enforced in law. In this regard it is useful to extract Section 15 of the Tamil Nadu Societies Registration Act, 1975: “15. Committee: (1) Every registered society shall have a committee of not less than three members to manage its affairs. Every registered society shall file with the registrar a copy of the register maintained by it under sub-section (1) of section 14 and from time to time, file with the Registrar, notice of any change among the members of the committee. Committee: (1) Every registered society shall have a committee of not less than three members to manage its affairs. Every registered society shall file with the registrar a copy of the register maintained by it under sub-section (1) of section 14 and from time to time, file with the Registrar, notice of any change among the members of the committee. (2) A copy of the register shall be filed either at the time of the registration of the society or within such period as may be prescribed from the appointment of the members of the first committee and the notice of any change among the members of the society or of the committee shall be filed within such period as may be prescribed from the date of such change. (3) The members of the committee shall be appointed at a meeting of the society by a resolution of a majority of the members present and entitled to vote thereat. (4) The term of office of the members of the committee shall not exceed three years from the date of their appointment. (5) The members of the committee shall be eligible for reappointment.” 19. A plain reading of Sub-clause 3 of Section 15 shows, that only members who were present are entitled to vote thereat and thus exercise their franchise. In this regard it is useful to refer the definition clause, particular, section 2(j) of the Act, which is extracted below:- “2(j) “special resolution” means a resolution passed by a majority of not less than three- fourths of such members of a registered society entitled to vote as are present in person or by proxy (where proxies are allowed) at a general meeting of which a notice of not less than such period as may be prescribed, specifying the intention to propose the resolution as a special resolution, has been duly given: Provided that, if all the members entitled to vote at any such meeting to agree, a resolution may be passed as a special resolution at a meeting of which a notice of less than the period prescribed under this clause has been given.” 20. Section 2(j) clearly demarcates the distinction between the members who are “present in person or by proxy” (where proxies are allowed). Section 2(j) clearly demarcates the distinction between the members who are “present in person or by proxy” (where proxies are allowed). Section 15(3) of the Act speaks only about the “members present.” It is also relevant to note that the definition section in every enactment is sort of statutory dictionary to understand the provision without any impact. 21. Section 2(j) defines what is a special resolution. Section 2(j) distinctly states that members are entitled to vote in person or by proxy. In Section 15(3) the word “Proxy” is absent. Section 2(j) defines such members not only present but also by proxy. Section 2(j) speaks about a special resolution which requires a 2/3rd majority and the said provision allows voting by proxy. However, we are placed with a situation where we need to interpret Rule 8, 34 and 35 of the second respondent Association and examine whether there is inconsistency in respect of these rules with Section 15(3) of the Tamil Nadu Societies Registration Act. 22. A careful perusal of Section 15(3) would reveal that the members of the Committee shall be appointed at a meeting of the society by a resolution of a majority of the members present and entitled to vote thereat. It does not require any special emphasis that the reference to a “meeting” in Section 15(3) is nothing but a General Meeting as it is the only in a General meeting where members get to elect the Committee members. Now, the words “present” needs special scrutiny in the context of the instant case. It would be seen that the requirement of the presence of a member at a meeting as contemplated under Section 15(3) is not personal presence. If the intention of the legislature was to require such members to be personally present, then certain a stringent requirement would have been imported into the provision in the form of words “personally present.” It would be useful to refer to analogous provisions of the Companies Act 2013 where the requirement of a quorum of members for various types of meetings has been clearly laid down. We would like to refer to Section 103 of the Companies Act, 2013: “103. We would like to refer to Section 103 of the Companies Act, 2013: “103. Quorum for meetings:- (1) Unless the articles of the company provide for a larger number:— (a) in case of a public company:— (i) five members personally present if the number of members as on the date of meeting is not more than one thousand; (ii) fifteen members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand; (iii) thirty members personally present if the number of members as on the date of the meeting exceeds five thousand; (b) in the case of a private company, two members personally present, shall be the quorum for a meeting of the company. (2) If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company:— (a) the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine; (b) the meeting, if called by requisitionists under section 100, shall stand cancelled: Provided that in case of an adjourned meeting or of a change of day, time or place of meeting under clause (a), the company shall give not less than three days notice to the members either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated. (3) If at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum.” 23. Thus, an analogous provision in the form of Section 103 of the Companies Act has used the words “personally present” where voting by a members was to be through his personal presence. But under Section 15(3), the words used is present. So, there is no conscious intention to exclude other form of representation by members or exercise of franchise which includes voting through proxy. We need to view this from the perspective of the objects of the first respondent association and the fact that its members are placed at far-flung places and therefore there was a clear intention to include voting through proxy. We need to view this from the perspective of the objects of the first respondent association and the fact that its members are placed at far-flung places and therefore there was a clear intention to include voting through proxy. The provision to include proxy voting finds affirmation in the form of Section 15(3) of the Tamil Nadu Societies Registration Act which has not excluded proxy voting by any implication. While interpreting a provision, its true meaning and underlying intent has to be borne in mind. In the instant case, while examining the words “members present” we will have to essentially adopt an inclusive approach and not exclude any class of voters by implication or by presumption. We can certainly draw strength from analogous provisions in other enactments where an intention to consciously exclude a particular type of members has been expressed with specific words like “members personally present.” The same analogy has to be necessarily imported to the instant case as well. Therefore, it cannot be said that merely because of the word “proxy” is absent, under Section 15(3), there cannot be any vote by authorised representative at all. In our view, the scope and purport of Section 15(3) and Section 2(j) are totally different inasmuch as they deal with different scenarios. 24. Admittedly, not only the individuals, but also the legal entities are also made as members. If, Section 15 (3) of the Act is given a literal meaning, the object of the Society and enactment itself is become unworkable. The purpose of retaining the proxy as per Rule 8 and 36 as referred to above is to enable the members from various states and other legal entities to participate in the election by proper authorisation. The words “Members present and entitled to vote thereat” referred under rule 3 of the Section 15 must be read harmoniously with analoguous provisions of similar enactments in the Companies Act, 2013. We are of the view that the members present are entitled to vote includes authorised representatives as set out under Rule 8(i) of the Act. Therefore, we are of the view that the contention of the learned counsel cannot be countenanced. 25. The judgment relied upon by the learned counsel for the appellant in the Board of Control for Cricket vs. Cricket Association of Bihar, (2016) 8 SCC 535 , cannot be applied to the facts of the present case. Therefore, we are of the view that the contention of the learned counsel cannot be countenanced. 25. The judgment relied upon by the learned counsel for the appellant in the Board of Control for Cricket vs. Cricket Association of Bihar, (2016) 8 SCC 535 , cannot be applied to the facts of the present case. The above judgment is rendered entirely in different context, taking into consideration of conflict of interest and misuse of power. Only in such circumstances, the recommendations were made by the Mudgal Committee. Hence, the above judgment is not helpful to the appellant. 26. It is also relevant to note that Rule 6 (n) of the Tamil Nadu Societies Registration Act, 1975, also sets out the manner in which the bye-laws shall contain the provisions in respect of the procedure and for their appointment and reappointment. Rule 6(n) stipulates the provisions contained in the classification of the members, terms and procedure for their appointment and their reappointment. This procedure for appointment and reappointment includes procedure for their election. 27. Therefore, we are not inclined to interfere with the well reasoned judgment of the single judge, which was assailed in this Original Side Appeal by the appellant as a third party. Similarly, in view of our discussions held above, we do not find any illegality in the impugned order passed by the Tamil Nadu Inspector General of Registration, in Proceeding No. 59494/II/2016 dated 05.01.2017. However, it is made clear that any voting as per Rule 8(i) should be strictly done, following the mandatory conditions set out in the said Rule. The Election Officer hereafter shall strictly adhere to the rules without any deviation. The point is answered accordingly. 28. For the foregoing reasons, the appeal in O.S.A. No. 246 of 2016 and the writ petition in W.P. No. 4058 of 2017 are dismissed. Consequently, connected C.M.P. No. 19515 of 2016 is closed.