Dipak Kumar Sen, J. - (1.) The undisputed facts on record are, inter alia, that the Baptist Church Trust Association, petitioner No. 1, in this application (hereinafter referred to as "the trust association ") was incorporated under the Indian Companies Act, 1913, as a non-trading company on May 27, 1932.
(2.) The relevant clauses of its memorandum and articles of association are as follows : Memorandum of association 1. The name of the company is " The Baptist Church Trust Association (hereinafter referred to as " the association "). 2. The objects for which the Association is intituled are :...... (b) To aid and further the work of the Baptist Missionary Society, and the Baptist Churches in India including any native States in India (hereinafter called "the said area ")....... (f) To accept property to be held by the association : (1) for the general purpose of the association and the Baptist Churches, Baptist Unions, Church Unions, Church Councils and Baptist Missionary Society. Articles of association 1. For the purpose of registration, the number of members of the association is declared not to exceed fifty. 2. These articles shall be construed with reference to the provisions of the Companies Act, 1956 (hereinafter referred to as " the Act "), and the terms used in these articles shall have the same respective meanings as they have when used in that Act. 4. The members of the association shall be the (1) subscribers to the memorandum of association ; (2) such persons not exceeding seven in number as may be nominated by the Baptist Missionary Society, and (3) such other persons, making a total membership including subscriber members and nominees of the Baptist Missionary Society not exceeding fifty in all, as may be nominated by the council of Baptist Churches in Northern India or by such other churches, church or union of churches as may be authorised by a general meeting of the association so as to nominate members, any necessary provisions as to the number of members to be nominated being determined by a general meeting of the association. 5. (a) Beginning from the annual general meeting of 1960, one-third of the members of the association shall retire annually, immediately before each annual general meeting of the association. The committee of management shall arrange the order in which members shall retire, and it shall be the responsibility of the bodies authorised to nominate members to see that nominations and acceptance of membership are duly made and intimated to the secretary of the association and members retiring in accordance with the provisions of the article shall be eligible for re-nomination...... 6. The affairs of the association shall be administered by a committee of management referred to in Clause 4 of the memorandum of association. Such committee of management shall consist of the officers and three (3) members of the association....... 9. The officers of the association shall ordinarily be a president, vice-president, treasurer and secretary who together with the three members of the committee of management shall be elected by the association at its annual meeting. Any casual vacancy occurring among the officers of the committee shall be filled up by the remaining officers and committee from the members of the association, but any person so chosen shall retain his office only until the next annual meeting of the association when the vacancy shall be filled up by the association....... 16. (a) The association shall, in addition to any other meetings, hold a general meeting which shall be styled as its annual general meeting at intervals and in accordance with the provisions specified below. (b) The first annual meeting shall be held by the association within eighteen months of its incorporation. (c) The next annual meeting of the association shall be called by it within nine months after the expiry of the financial year in which the first annual general meeting was held ; and thereafter an annual general meeting shall be held by the association within nine months after the expiry of each financial year but so that no more than fifteen months shall elapse between the date of one general meeting and that of the next except in a case where such general meeting is held within such extended time not exceeding six months as may be granted by the Registrar in terms of proviso to Section 166 of the Act....... 18. The officers of the association may, whenever they think fit, and they shall, if required in writing by such number of members as have, at the date of receipt of requisition, not less than one-tenth of the total voting power of all the members having at the date a right to vote in regard to the matter for consideration of which the meeting is to be called, convene an extraordinary meeting. Every such requisition shall express the object of the meeting proposed to be called and shall be left with the Secretary and thereupon an extraordinary meeting shall be convened by the said officers to be held within forty-five days from the date of the receipt of such requisition....... 20. A quorum at a general meeting shall consist of one-fifth of the members of the association. 21. Twenty-one days' notice at least specifying the place and time of meeting, and (in case of special business) the general nature thereof, shall be sent to each member of the association, but non-receipt of any such notice by any member shall not invalidate the proceedings of any general meeting. With the consent in writing of all the members entitled to vote, a meeting may be convened at shorter notice and in any manner they think fit. All businesses to be transacted at the annual general meeting shall be deemed special except the consideration of : (a) the accounts ; (b) the annual report of the secretary of the association on behalf of the committee, and (c) the election of members of committee, auditors and officers.
(3.) The bodies or organisations which have been authorised by the trust association to nominate members are the Bengal Baptist Union, the Baptist Union of Northern India, the Baptist Church of Mizoram and the Utkal Christian Central Church Council. It is a matter of record that the said bodies or organisations have been nominating members to the trust association without dispute till 1974.;