JUDGMENT : HANCHATE SANJEEVKUMAR, J. 1. MFA No.7297/2025 is filed by defendant No.1-Bowring Institute and MFA No.7528/2025 is filed by the appellants/plaintiffs questioning the order passed on I.A.No.1 in O.S.No.6392/2025 dated 19.09.2025 by the VIII Addl. City Civil and Sessions Judge (CCH-15), at Bengaluru, whereby the trial Court has granted an order of temporary injunction restraining defendant Nos.1 and 13 from giving effect to the resolution passed at the Special General Meeting held on 31.08.2025 including the resolution approving the proposed acquisition of suit schedule properties during the pendency of the suit and also it was made clear that the order will not come in the way of the defendant Nos.1 and 13 from proceeding with the proposal after obtaining a fresh approval of the General Body Meeting in the light of the observations made in the order. The MFA No.7528/2025 is filed by the plaintiffs so far as against giving liberty to proceed with proposal after obtaining a fresh approval of the General Body Meeting. 2. The parties are referred to as per their rankings before the trial Court. 3. The MFA No.7528/2025 is filed by the plaintiffs so far as against giving liberty to proceed with proposal after obtaining a fresh approval of the General Body Meeting. 2. The parties are referred to as per their rankings before the trial Court. 3. The plaintiffs have filed the suit for the following reliefs: A. Declare that the resolutions purportedly passed at the Special General Meeting held on 31.08.2025, including the resolution approving the proposed acquisition of the Schedule Properties, as illegal, null, void, and unenforceable in law; B. Grant a decree of permanent injunction restraining the Defendants, their agents, representatives, and any persons acting on their behalf from disbursing, alienating, transferring, or otherwise dealing with any funds of the Club in relation to the Schedule Properties, including executing or facilitating any conveyance, agreement, or transaction pertaining thereto; C. Grant a decree of permanent injunction restraining the First to Fifteenth Defendants from taking any coercive, retaliatory or punitive steps including disciplinary action against the plaintiffs, including suspension or other adverse action, on account of their raising objections to the proposed project or filing of the present suit; D. Grant a decree of mandatory Injunction directing the Defendants to immediately restore the sum paid to the Sixteenth and the Seventeenth Defendant, into the account of the First Defendant along with applicable interest, which was withdrawn or committed in breach of the Rules of the Club and without the approval of the General Body, in furtherance of the proposed project, and in exercise of their mala fide intentions; E. Direct the Second to Fifteenth Defendants, jointly and severally, to act in accordance with the Rules of the Club in all matters relating to the governance, expenditure, and decision-making of the Club, and to account for all acts, cheques, MoUs, and transactions already undertaken in respect of the proposed project, including restoring any sums misappropriated or irregularly committed; F. Grant a decree of permanent injunction restraining the Second to Fifteenth Defendant from contesting further elections or occupying or holding any position in the Managing Committee in violation of the Rules of the Club: G. Declare the acts of the Second to Fifteenth Defendants, as pleaded herein, constitute mala fide conduct, fraud, and breach of fiduciary duties towards the members of the Club, thereby making them personally liable for any losses or damages caused to the Club and consequently, to direct them to make good the losses suffered by the Club; H. Grant a decree of permanent injunction restraining the Eighteenth Defendant from honouring any payment requests advanced by the Second to Fifteenth Defendant in relation to the Schedule Properties; I. Grant such other and further reliefs as may be just and necessary, including costs of the suit. 4. The sum and substance of the factual matrix as pleaded by the plaintiffs are that defendant No.1 is Institute registered under the Karnataka Societies Registration Act, 1960 which was founded with the object of promoting literacy, scientific and social advancement of all classes of community by providing all the amenities such as library, reading rooms, concerts, entertainment, games, etc. for the overall improvement of its members physically and mentally. It is further stated that the plaintiffs are the members of defendant No.1 - Institute. It is stated that defendant No.1 - Institute has established about a century ago and is one of the prominent clubs in a Bengaluru city. 5. A proposal was moved by defendant No.1-Institute to establish Unit-II - Bowring Institute by identifying the land measuring around 23 acres which is initially proposed in the General Body Meeting held on 06.06.2025. In the said meeting dated 06.06.2025, a High-Powered Committee is constituted and thereafter, a Special General Body meeting was convened on 31.08.2025 and in the said meeting dated 31.08.2025, the High-Powered Committee Report was accepted and the proposal for establishment of Bowring Institute - 2 and to purchase the land for setting up of Bowring Institute - 2 was passed. In the said General Body meeting, there are 853 members have participated, among them, 476 members have casted their votes. Among them, 320 members have casted votes in favour of resolution to establish Unit-II Bowring Institute and 156 members have casted their votes against the said proposal of establishing Unit-II Bowring Institute. Therefore, the plaintiffs have filed suit seeking the above stated reliefs and also filed an application for temporary injunction. The trial Court has granted an order of temporary injunction restraining the defendant Nos.1 and 13 from giving effect to the resolution passed at the Special General Body Meeting held on 31.08.2025 including the resolution approving the proposed acquisition of land and also it is ordered that the above order will not come in the way of defendant Nos.1 and 13 from proceeding with the proposal after obtaining a fresh approval of the General Body Meeting in the light of the observations made in the order, as observed by the trial court. 6. In the suit, the defendants have filed the Written Statement by denying the pleadings in the plaint except those which are specifically admitted. 7. Sri. 6. In the suit, the defendants have filed the Written Statement by denying the pleadings in the plaint except those which are specifically admitted. 7. Sri. K.G.Raghavan, learned Senior counsel appearing for the appellants submitted that there are 6053 members in defendant No.1 -Institute and in the General Body Meeting convened for taking approval for establishment of Unit-II - Bowring institute, there were 853 members participated and attended the said meeting. Among them 476 members have casted their votes and among 476 votes casted, 320 members have casted the votes in favour of the resolution for establishment of Unit- II Bowring Institute and 156 members have casted votes against the proposal. Therefore, it is submitted that as per Rule 33.1(c) of the bye-laws of defendant No.1 - Institute more than half of the members who are present have casted votes in favour of establishment of Unit-II. The requirement of Rule of 33.1(c) of the bye- laws is complied with. Therefore, it is submitted that the suit itself is not maintainable. 8. Further, it is submitted that for establishment of Bowring Institute - Unit- II an approval was duly obtained in the General Body Meeting held on 06.06.2025 and a High - Powered Committee was constituted and among the members in the High - Powered committee, the three members who are plaintiffs are members of the High Powered Committee and recommended for establishment of Unit-II Bowring Institute, but later on the very same members who were in High - Powered Committed have subsequently challenged the resolution passed on 31.08.2025 in the General Body Meeting by filing the suit is nothing, but approbation and reprobation on the part of the plaintiffs. Therefore, it is submitted that the plaintiffs do not have locus-standi to challenge the resolution in the suit. Further, it is submitted that the very same plaintiff No.1 had written a letter to the defendant No.1 - Institute making request to the District Registrar Society to appoint an Election Observer and accordingly, at his request, the District Registrar has appointed an Election Observer who is an independent official of the Government and he was present and witnessed the whole election process and submitted a Report that among the 853 members participated, 476 members have casted their votes and among them, 320 members have casted votes in favour of resolution and 156 members have casted votes against the resolution. Therefore, it is submitted that the entire process is transparent and in accordance with Rules and bye laws of the defendant No.1 - Institute. Therefore, it is submitted that when as per Rule 33.1(c) of the bye-laws more than half of the members who were present have casted their votes in favour of establishment of Unit-II Bowring Institute, but the trial Court has wrongly interpreted the said Rule 33.1(c). Therefore, by erroneous interpretation of Rule 33.1(c), has entertained the suit and granted an order of temporary injunction is not correct. Therefore, prays for interference of the order. 9. Also, it is further submitted that secondly in the order by observing that giving liberty to defendant Nos.1 & 13 from proceeding with the proposal after obtaining a fresh approval from defendant No.1 is correct, but observation made in the said order that in the light of the observations made in the order is not correct because basically the interpretation made by the trial Court is not correct. Therefore, according to the interpretation made by the trial Court if General Body Meeting is convened, then that would perpetuate the same error. Therefore, questioned the observations made by the trial Court in the light of the observations made in the order. Therefore, so far as this point is concerned, challenged in this appeal. Therefore, it is submitted that defendant No.1 does not have objection to convene another General Body Meeting for taking fresh approval, but not in the light of the interpretation made by the trial Court. But it should be as per Rule 33.1(c) of the bye-laws of the Institute. Therefore, prays to allow the appeal. 10. Learned counsel for the appellant/defendant No.1 places reliance on the following judgments: 1. J.N. Chaudhary & Ors. Vs. State of Haryana and others, (2014) 11 SCC 249 2. Satyavart Sidhantalankar & Ors. Vs. Arya Samaj, Bombay, (1947) 17 CompCas 21 (Bom) 3. N.V. Vaidyanatha Aiyar and Another Vs. Indian Bank Ltd. & Ors. (1955) 25 CompCas 161 (Mad) 4. Foss vs. Harbottle, 67 ER 189 5. T.P. Daver Vs. Lodge Victoria, 1962 SCC Online SC 47 : AIR 1963 SC 1144 6. Labouchere vs. Earl of Wharncliffe, (1879) 13 Ch. D. 346 7. Kirloskar Electric Company Ltd. (2003) 116 CompCas 413 (Kar) 8. V.N. Bhajekar v. K.M. Shinkar, (1934) (4) CompCas 434 (Bom) 9. Foss vs. Harbottle, 67 ER 189 5. T.P. Daver Vs. Lodge Victoria, 1962 SCC Online SC 47 : AIR 1963 SC 1144 6. Labouchere vs. Earl of Wharncliffe, (1879) 13 Ch. D. 346 7. Kirloskar Electric Company Ltd. (2003) 116 CompCas 413 (Kar) 8. V.N. Bhajekar v. K.M. Shinkar, (1934) (4) CompCas 434 (Bom) 9. National Institute of Technology & Another vs. Pannalal Choudhury & another, (2015) 11 SCC 669 10. Wander Ltd. and another vs. Antox India Pvt. Ltd. 1990 (Supp) SCC 727 11. Bhubaneswar Development Authority and another vs. Adikanda Biswal and others, (2012) 11 SCC 731 11. On the other hand, learned counsel appearing for the respondents/plaintiffs vehemently submitted that the order of temporary injunction restraining defendant Nos.1 and 13 from giving effect to the resolution dated 31.08.2025 is correct, which do not find any perversity. But he is aggrieved by the second limb of the order giving liberty to defendant Nos.1 and 13 from proceeding with the proposal after obtaining a fresh approval of the General Body Meeting in the light of the observations made above is being questioned in the appeal in MFA.No.7528/2025. It is submitted that convening another General Body Meeting is nothing, but ratification of earlier resolution, which was passed illegally. Therefore, submitted that it cannot be permitted. 12. Further submitted that there is no clause in the bye-law to establish Unit-II Bowring Institute other than the place in which presently defendant No.1-Bowring Institute is situated. Therefore, the whole resolution passed on 31.08.2025 insofar as establishment of Unit-2 Bowring Institute is concerned is not correct as it is not in accordance with the bye-laws. It is also argued with reference to the principles of law laid down on the law of injunction and submitted that there is no illegality and perversity in the order passed by the trial Court except the second limb of the order. Therefore, the plaintiffs have made out a prima facie case and balance of convenience and if the said resolution could be given effect to, then defendant No.1-Bowring Institute will suffer loss and injury. Therefore, considering all these aspects the trial Court has rightly granted an order of temporary injunction. Therefore, prays to dismiss the appeal filed by the defendants and allow the appeal filed by the plaintiffs. 13. Therefore, considering all these aspects the trial Court has rightly granted an order of temporary injunction. Therefore, prays to dismiss the appeal filed by the defendants and allow the appeal filed by the plaintiffs. 13. In support of his argument, he places reliance on the following judgments, which are as follows: (i) Ramakant Ambalal Choksi Vs. Harish Ambalal Choksi and Others, (2024) 11 SCC 351 (ii) Bowring Institute Vs. The District Registrar of Societies, W.P. No. 15128/2008 dated 05.12.2008 (iii) Bowring Institute Vs. The District Registrar of Societies, W.A. No. 2044/2008 dated 19.12.2008 (iv) Board of Control for Cricket in India and Another Vs. Netaji Cricket Club and Others, (2005) 4 SCC 741 (v) Board of Control for Cricket in India Vs. Cricket Association of Bihar and Others, (2015) 3 SCC 251 (vi) Century Club Vs. Sri S. Umapathy and Another, W.P. No. 13336/2018 dated 08.07.2025 (vii) Shabbir Mohammad Sayed Vs. Noor Jehan Mushter Shaikh and Others, (2023) 11 SCC 613 14. Upon hearing the arguments of learned Senior counsels appearing for both the parties, the points that arise for consideration are as follows: (i) Whether, under the facts and circumstances involved in the case, the trial Court is correct in making interpretation of Rule 33.1(c) of the bye-laws of defendant No.1-Bowring Institute and finding that the plaintiffs have prima facie case, balance of convenience and granting an order of temporary injunction requires interference? (ii) Whether, under the facts and circumstances involved in the case, the plaintiffs will demonstrate that if an order of temporary injunction is not granted, then the plaintiffs and defendant No.1-Bowring Institute suffer injury and loss? (iii) Whether the order passed by the trial Court requires any interference of this Court or not? 15. Both the learned Senior counsels appearing for the plaintiffs and defendants have addressed tons of arguments by placing voluminous documentary materials in support of their respective pleadings in the cases. But only the question is to be considered is regarding making a plain literal interpretation of Rule 33.1(c) of the bye-law of defendant No.1-Bowring Institute. A lot of arguments were canvassed regarding the structure and functioning of defendant No.1-Bowring Institute, which are not relevant for consideration at this stage for considering the application for temporary injunction. But only the question is to be considered is regarding making a plain literal interpretation of Rule 33.1(c) of the bye-law of defendant No.1-Bowring Institute. A lot of arguments were canvassed regarding the structure and functioning of defendant No.1-Bowring Institute, which are not relevant for consideration at this stage for considering the application for temporary injunction. That may be relevant to be adjudicated in trial in the suit, but regarding the structure, functioning, activities etc., there is no need to make any comment or remark on the same while considering application for injunction in this appeal. Therefore, the interlocutory application is considered only in respect of making interpretation of Rule 33.1(c) of the bye-laws of defendant No.1-Bowring Institute. 16. The whole exercise is that for establishment of Unit-2 Bowring Institute in other suitable land and for which, a Special General Body Meeting was convened. It is not disputed by the either side that a General Body Meeting was convened on 06.06.2025 mooting proposal to establish Unit-2 Bowring Institute. It is not disputed that in the said General Body Meeting held on 06.06.2025 a High Powered Committee (HPC) was constituted to look into the matter and submit report. The said High Powered Committee (HPC) has submitted the report to defendant No.1-Bowring Institute on 11.08.2025. This fact is not disputed by the either side. In the said High Powered Committee (HPC) among five plaintiffs in the suit, plaintiff No.1 is also one of the member of this High Powered Committee (HPC). On 31.08.2025, the Special General Body Meeting was convened for taking approval of its members for establishment of Unit-2 Bowring Institute by purchasing land measuring 23 acres at Peragodu Village at the rate of Rs.3,70,00,000/- per acre. 17. It is not disputed that there were totally 6053 members in defendant No.1-Bowring Institute. On the Special General Body Meeting held on 31.08.2025, 853 members have participated. When this was the subject matter for discussion and proposal is placed in General Body Meeting for voting, 476 members have casted votes. Among 476 members, 320 members have casted votes in favour of resolution for establishment of Unit-2 Bowring Institute and 156 members have casted votes against the proposal. When this was the subject matter for discussion and proposal is placed in General Body Meeting for voting, 476 members have casted votes. Among 476 members, 320 members have casted votes in favour of resolution for establishment of Unit-2 Bowring Institute and 156 members have casted votes against the proposal. In this context, the trial Court has interpreted by putting question itself, which is found at paragraph No.11 as follows: “Whether the number of the members participated in the voting process is required to be considered or whether the number of the members who have attended the meeting is required to be considered.” 18. By putting question itself the trial Court has made interpretation of Rule 33.1(c) of the bye-law and held that the votes for the purpose of accepting the proposal is not the number of members who have participated in the voting process is required to be considered and the number of members those were present and entitled to vote are required to be considered. Therefore, the trial Court has made a mathematical calculation that there are totally 853 members were present and as per Rule 33.1(c) the required number of members to cast vote shall be more than half of 853 votes casted. Therefore, 427 members should have casted votes in favour of the proposal, but only 320 members have casted votes in favour of proposal. Hence, it is less than half of the total members present. Therefore, the trial Court held that the resolution is not by majority as per Rule 33.1(c). Hence, granted an order of temporary injunction. 19. In this regard, it is worthwhile to refer to the decision in the case of Labouchere Vs. Earl of Wharncliffe , (1879) 13 Ch.D. 346 , wherein it is held as under: “The rule of the club was to the effect that, in the event of a member refusing to resign, a general meeting of members should be called, at which it should be competent for two-thirds of "those present" to expel him. Now, Mr. Labouchere has stated that there were 117 persons present, of whom 115 voted, that he himself was present but did not vote, and that the number who voted for his expulsion was seventy-seven. It is clear, therefore, that if there were 117 persons present, seventy- seven were not two-thirds of the number. The expulsion was, therefore, irregularly carried. Now, Mr. Labouchere has stated that there were 117 persons present, of whom 115 voted, that he himself was present but did not vote, and that the number who voted for his expulsion was seventy-seven. It is clear, therefore, that if there were 117 persons present, seventy- seven were not two-thirds of the number. The expulsion was, therefore, irregularly carried. When a resolution is put to a meeting, the persons present may take one of three courses. They may vote for or against it, or, not wishing to express a positive opinion on the question, refrain from voting at all. This being so, those who do not vote may, by not doing so, turn the scale in favour of the accused member of the club. It was, therefore, the duty of the secretary, or scrutineer, to ascertain, first, how many persons were present when the question was put, and, secondly, how many of those present had voted for the resolution; but no such course has been adopted in this instance. It appears to me, then, that this also is a fatal objection. I have had some experience of clubs, and I am aware that when a committee has once expressed an opinion, there is a great tendency on the part of the club generally to support that opinion, simply because it is the opinion of the committee. That is not unnatural, because the committee are the governing body of the club, and usually its most active and prominent members; and a general meeting of members, assuming that the committee have made due inquiry, would consider their opinion entitled to great weight. But in this case the manner in which the question was put by the chairman was in itself a mistake. He ought to have put it thus:-Whether the meeting thought the conduct of Mr. Labouchere could properly be held by the committee to be injurious to the welfare and the interests of the club. But unfortunately he has not put the question in the right way. He ought not to have put it as a personal matter between the committee and Mr. Labouchere, but between the club and Mr. Labouchere, as to whether the opinion of the committee was well founded that the conduct of Mr. Labouchere had been injurious to the welfare and interests of the club. He ought not to have put it as a personal matter between the committee and Mr. Labouchere, but between the club and Mr. Labouchere, as to whether the opinion of the committee was well founded that the conduct of Mr. Labouchere had been injurious to the welfare and interests of the club. That being so, it appears to me that I ought to make an order in the Plaintiff's favour.” 20. This Court in the case of Kirloskar Electric Company Ltd. In respondent (and Other Petitions) , (2003) 116 CompCas 413 (Kar) held as under: “Sub-Section (2) of section 391 requires that a scheme of compromise or arrangement must be approved by majority of creditors/members representing three-fourths in value of the creditors or class of creditors, or members or class of members, present and voting either in person or where proxies are allowed, by proxy. There is no difficulty in understanding the word “present” as the creditors or members should be physically present in person or through their proxy in the meeting. The problem arises in the context of the word “voting”. Voting is formal expression of will or opinion by the person entitled to exercise the right on the subject or issue in question. Voting is explained as the expression of ones will, preference, or choice in regard to the decision to be made by the body as a whole upon any proposed measure or proceeding. Right to vote means right to exercise the right in favour of or against the motion or resolution. A member present and voting may remain neutral, indifferent, unbiased or impartial not engaged on either side. Voting has to be either in the affirmative or negative i.e, “yes” or “no” on the ballot paper or voting paper. One is not supposed to write anything except putting “yes” or “no” either in favour of the proposition or against the proposition. In addition to the same, if any suggestion, condition, reservation or stipulation is written stating that the expression of the will or opinion either for or against the proposition is subject to those things, then, the votes have to be necessarily treated as invalid or void, as such votes are no votes leading either way. A vote cast without indicating the mind of the voter either for or against the resolution is no voting at all. A vote cast without indicating the mind of the voter either for or against the resolution is no voting at all. Similarly, voting for or against the motion subject to the conditions stipulated in the vote is no voting in the eye of law. Therefore, voting understood in a proper perspective, it could be either in the affirmative or in the negative. Therefore, in construing whether a resolution is passed by three-fourths majority present and voting, what is to be taken into consideration in calculating the majority is not the number of persons present and voting, but the number of valid votes polled in such meeting. The number of valid votes includes only votes which are indicating the mind of the voter for or against the resolution. Therefore, by “voting”, the mind, intention, preference of the voter must be clearly expressed. There should not be any ambiguity and scope for interpretation. It should be clear, unqualified and pointing. In this context, a voter who is not present at the meeting, who is present and not voting, present and voting by casting a blank ballot, and casting a ballot with conditions and stipulations, all stand on the same footing. It is no “voting” in the eye of law. Therefore, in my opinion, the proper construction to be placed in calculating whether any resolution is approved or passed by a three-fourths majority present and voting necessarily mean the value of the valid votes and out of the same whether the resolution has been passed with three-fourths majority. This view of mine is supported by a judgment of the Gujarat High Court in the case of Arvind Mills Ltd., [2002] 111 Comp Cas 118, 149, where it has been held as under: “Thus it will be seen from the above that a member present and voting may remain neutral, indifferent, unbiased, impartial, not engaged on either side. Voting is formal expression of will or opinion by the person entitled to exercise the right on the subject or issue in question has to be either in the affirmative or negative, that is yes or no. Voting is formal expression of will or opinion by the person entitled to exercise the right on the subject or issue in question has to be either in the affirmative or negative, that is yes or no. On the ballot paper or voting paper one is not supposed to write anything, except putting a ‘X’, ‘V’ either in favour of the proposition or against the proposition and any writing suggesting condition or reservation cannot be said to be an expression of will or opinion either FOR or AGAINST the proposition and those votes have to be necessarily treated as invalid or void as such votes are no votes leading either way.” 21. In the light of the principles of law laid down by the Hon’ble Supreme Court as above stated, it is worthwhile to refer Rule 33.1(c) of bye-law, which is as follows: “33.1 At Special General Body Meetings, the decision by majority shall be as follows:- (a) For any alteration, addition or deletion of the Rules, the votes cast in favour of the Resolution must not be less than three times the number of votes, if any, cast against the same Resolution. (b) For any alteration or addition to the Bye-Laws, the votes cast in favour of the Resolution must be not less than three-fifths of those present and entitled to vote. (c) For all other propositions, the votes cast in favour of the resolution must be at least one more than half the number of those present and entitled to vote.” 22. Therefore, as per the said Rule 33.1(c) of bye-law the votes casted in favour of the resolution must be at least one more plus half the number of those present and entitled to vote. Regarding entitlement to cast vote is not in dispute, but the question is among 853 members who have participated in the said meeting dated 31.08.2025 and present at the time of casting vote is the question to be considered at this stage. Though, 853 members have participated in the said Special General Body Meeting dated 31.08.2025, but at the time of passing the resolution for establishment of Unit-2 Bowring Institute and proposal was put for voting, 476 members have casted votes being physically present while passing the resolution. Though, 853 members have participated in the said Special General Body Meeting dated 31.08.2025, but at the time of passing the resolution for establishment of Unit-2 Bowring Institute and proposal was put for voting, 476 members have casted votes being physically present while passing the resolution. Therefore, the trial Court is not correct in interpreting Rule 33.1(c) by holding that the total participates were 853 and among them half of the members have not reached to cast vote in favour of the proposal. 23. The wordings in Rule 33.1(c) is very clear that for the word ‘proposal’ “must be at least one more than half the number of those present and entitled to vote.” Here, though 853 members have participated in the meeting, but when proposal was placed for voting only 476 members were physically present and have casted votes. Therefore, the presence of members at the time of casting votes for the subject matter of proposal is to be considered whether the proposal is passed with majority or not as required under Rule 33.1(c). 24. In this regard, the trial Court has committed error in making interpretation with ambiguity. Therefore, the observation of the trial Court is that the plaintiffs have made out prima facie case and balance of convenience is not correct. Therefore, the interpretation should be at the time of casting votes for proposal is put forth who are the members present and casted votes is the criteria for holding the resolution whether it is passed with majority or not as required under Rule 33.1(c). Therefore, the order of the trial Court is required to be interfered with. 25. Considering the order passed by the trial Court on the second limb of the order that giving liberty to defendant Nos.1 and 13 from proceeding with the proposal after obtaining a fresh approval of the General Body Meeting is liable to be interfered with reference to in the light of the observation made in the order. 26. Defendant No.1 and some of its members are going to establish Unit-2 Bowring Institute, but for which approval is necessary in the General Body Meeting. Though, it is stated that there are totally 6053 members in defendant No.1-Bowring Institute, but only 853 members have participated. 26. Defendant No.1 and some of its members are going to establish Unit-2 Bowring Institute, but for which approval is necessary in the General Body Meeting. Though, it is stated that there are totally 6053 members in defendant No.1-Bowring Institute, but only 853 members have participated. Though, as per Rule 25.3 of bye-laws the quorum is 5% of Honorary Life, Life and Permanent Members eligible to vote as per the Voters List published will consider the quorum and considering 853 members have participated in the meeting that meets the required quorum. But among 6053 of total members only 853 members have participated in the General Body Meeting, but in spirit which is found to be less in numbers among the total members in defendant No.1-Bowring Institute. 27. Therefore, with this object, the trial Court has ordered by giving liberty to defendant Nos.1 and 13 from proceeding with the proposal after obtaining a fresh approval from the General Body Meeting. Till this, the order passed by the trial Court is found to be correct for the reason that where defendant No.1-Bowring Institute is going to establish Unit-2 Bowring Institute by spending a huge amount of Rs.85,10,00,000/-, then it is the duty of defendant No.1-Bowring Institute to take confidence of all 6053 members, but only 853 members were present. Therefore, it is necessary for defendant No.1-Bowring Institute to hold another General Body Meeting for taking a fresh approval of the proposal for establishment of Unit- 2 Bowring Institute by giving sufficient time and notice to all its members and take decision after obtaining approval in the General Body Meeting. Therefore, the liberty granted in this regard is found to be correct, but that should be in accordance with correct interpretation of Rule 33.1(c) of bye-laws. Therefore, the order insofar as “in the light of the observations made in the order of trial Court” is liable to be interfered with. Therefore, the order regarding making interpretation of Rule 33.1(c) of the bye-laws as made by the trial Court is set aside. 28. Therefore, defendant No.1-Institute is given liberty that without adhering to the resolution dated 31.08.2025 shall hold another General Body Meeting afresh and take fresh approval of all its members as per the interpretation made as above stated, but not as per trial Court. 28. Therefore, defendant No.1-Institute is given liberty that without adhering to the resolution dated 31.08.2025 shall hold another General Body Meeting afresh and take fresh approval of all its members as per the interpretation made as above stated, but not as per trial Court. It is submitted that, though there are 6053 total members, but some of them are in other States and other cities and may not be also possible to participate and attend meeting physically and in such an event, defendant No.1-Bowring Institute may take recourse of postal ballets for taking approval of all its members, who are out of Bengaluru city and enabling them to participate through online video conference if members so wish who are out of Bengaluru city. This facility of video conferencing shall not be extended to members who are in Bengaluru city. Therefore, this recourse would meet in the interest of defendant No.1-Bowring Institute. Therefore, the portion of the direction given by the trial Court directing to convene fresh General Body Meeting is upheld and insofar as making interpretation of Rule 33.1(c) of the bye-laws as made by the trial Court is set aside. Therefore, with this observation the appeals in MFA.No.7297/2025 is allowed and MFA.No.7528/2025 is allowed in part. Accordingly, answered point Nos.1 and 2 in negative , point No.3 in affirmative. 29. Without giving effect to the resolution dated 31.08.2025 it is directed the defendant No.1-Bowring Institute to convene another General Body Meeting as per the interpretation made by this Court as observed above and take appropriate decisions. 30. Accordingly, I proceed to pass the following: ORDER: (i) MFA.No.7297/2025 is allowed and MFA.No.7528/2025 is allowed-in-part and accordingly, both the appeals are disposed off. (ii) The impugned order dated 19.09.2025 passed on I.A.No.1 in O.S.No.6392/2025 by the VIII Addl. City Civil and Sessions Judge (CCH-15), at Bengaluru, is hereby set aside except giving liberty to hold fresh General Body Meeting. (iii) The portion of the direction given by the trial Court directing to convene fresh General Body Meeting is upheld and insofar as making interpretation of Rule 33.1(c) of the bye-laws made by the trial Court is set aside. (iv) Without giving effect to the resolution dated 31.08.2025 the defendant No.1-Bowring Institute is directed to convene another General Body Meeting as per the interpretation made by this Court as above stated. (v) No order as to costs.