A club committee member sought interim injunctions against decisions to sell club property and settle a longstanding contractual dispute. The Court upheld refusal of injunctions, finding the meetings quorate, the challenge barred by the member's unsubstantiated objections, and fresh general-body approval unnecessary. Both appeals were dismissed.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
IN THE HIGH COURT OF JUDICATURE AT MADRAS
Reserved on : 20.03.2018
Pronounced on : 05-04-2018
CORAM:
THE HONOURABLE MR. JUSTICE R. SUBBIAH and THE HONOURABLE MR. JUSTICE P.D. AUDIKESAVALU Original Side Appeal Nos. 64 and 65 of 2018 and Civil Miscellaneous Petition Nos. 3811 and 3812 of 2018 --A. Viswanathan .. Appellant in both the appeals Versus 1. Madras Race Club a Company within the meaning of Section 8 of The Companies Act, 2013 having its Registered Office at Race Course Road, Guindy Chennai – 600 032 represented by its Secretary S.M. Karthikeyan 2. DLF Universal Limited (formerly DLF Retail Developers Limited) a company incorporated under the Companies Act 1956, represented by its Director having its Southern Regional Office at DLF Centre, No.17, Judge Jambulingam Street Mylapore, Chennai – 600 004 .. Respondents in both the appeals Original Side Appeals filed under Order XXXVI Rule 11 of Original Side Rules read with Clause 15 of Letters patent praying to set aside the Fair and Deceetal Order dated 07.02.2018 passed in O.A. No. 52 of 2018 and O.A. No. 53 of 2018 in C.S. No. 43 of 2018 on the file of this Court.
O.A.No.52 of 2018:
Original Application praying that this Hon'ble Court be
pleased to grant an order of ad interim injunction restraining the 1st Respondent Club, its Office bearers, men, agents, representatives, or any other person or persons from taking any decision on the Transfer of the Property at T.S.No.3, Block No.7, Venkatapuram Village, Mambalam-Guindy Taluk, Chennai District, which is more fully described in the Schedule to the application at the meeting of the Committee of the Management of
the 1st Defendant's Club to be held on 18.01.2018 Thursday at
4.00P.M.
O.A. No.53 OF 2018:
Original Application praying that this Hon'ble Court be pleased to grant an order of ad-interim injunction restraining the 1st Respondent club from implementing the decisions likely to be taken in the meeting of the Committee of Management of the 1st Respondent Club scheduled on 18.01.2018 or any other date until the AGM is convened as per the directions of the National Company Law Tribunal.
PRAYER IN CS.43 OF 2018:Civil Suit praying this court to issue
a)declaration, declaring that the minutes of meeting dated 7.1.2018 held by the Committee of Management of the 1st Defendant is illegal and in contravention of the Articles of Association of the 1st Defendant club.
b)declaration to declare the meeting of the Committee of Management of the 1st Defendant Club scheduled on 18.1.2018 Thursday at 4.00 p.m. is illegal and in contravention of the Articles of Association of the 1st Defendant Club.
taken in the meeting of the Committee of Management of the 1st Defendant Club scheduled on 18.1.2018 or any other date until the AGM is convened as per the directions of the National Company Law Tribunal.
d)permanent injunction, restraining the 1st Defendant Club, its Office bearers, men, agents, representatives, or any other person or person from taking any decision on the transfer of the property at TS.No.3, Block No.7, Venkatapuram Village, Mambalam-Guindy Taluk, Chennai District, which is more fully described in the schedule mentioned hereunder at the meeting of the Committee of the Management of the 1st Defendant Club to be held on 18.1.2018 Thursday at 4.00 p.m. or any other date.
For Appellant : Mr. T. Mohan for Mrs. S. Menaka in both the appeals For Respondents : Mr. P.S. Raman, Senior Advocate for Mr. R. Parthasarathy for first respondent in O.S.A. No. 64 of 2018 Mr. Satish Parasaran, Senior Advocate for Mr. R. Parthasrathy in O.S.A. No. 65 of 2018 Mr. T.R. Rajagopalan, Senior Advocate for M/s. Aiyar and Dolia for R2 in both the appeals COMMON JUDGMENT R. Subbiah, J
These intra-court appeals are preferred by the appellant questioning the correctness and or validity of the Order dated 07.02.2018 dismissing the O.A. No. 52 of 2018 and O.A. No. 53 of 2018 in C.S. No. 43 of 2018 filed by him.
(a) Declaration declaring that the Minutes of the Meeting dated 07.01.2018 held by the Committee of Management of the first defendant is illegal and in contravention of the Articles of Association of the 1st defendant club;
(b) Declaration to declare the meeting of the committee of management of the first defendant scheduled on 18.01.2018, Thursday at 4.00 pm is illegal and in contravention of the Articles of Association of the 1st defendant club;
(c) Permanent injunction restraining the first defendant Club from implementing the decisions likely to be taken in the meeting of the Committee of the Management of the first defendant club scheduled on 18.01.2018 or any other date until the AGM is convened as per the directions of the National Company Law Tribunal;
(d) Permanent injunction restraining the first defendant club, its Office bearers, men, agents, representatives, or any other person or persons from taking any decision on the transfer of the property at T.S. No.3, Block No.7, Venkatapuram Village, Mambalam-Guindy Taluk, Chennai District, which is morefully described in the schedule mentioned hereunder at the meeting of the Committee of the Management of the first defendant's Club to be held on 18.01.2018 Thursday at 4.00 pm or any other date.
(e) Such other relief or reliefs as this Honourable Court may deem fit
(f) Cost of the suit.”
“To grant an order of ad-interim injunction restraining the first respondent club, its office bearers, men, agents, representatives, or any other person or persons from taking any decision on the transfer of the property at T.S. No.3, Block No.7, Venkatapuram Village, Mambalam-Guindy Taluk, Chennai District, which is morefully described in the schedule mentioned hereunder at the meeting of the Committee of the Management of the first defendant's Club to be held on 18.01.2018 Thursday at 4.00 pm or any other date.
respondent club scheduled on 18.01.2018 or any other date until the AGM is convened as per the directions of the National Company Law Tribunal pending disposal of the above suit and thus render justice.”
purpose of the lease was to enable the second respondent to develop the land into a commercial complex/mall. For this purpose, the first respondent has submitted an application to the Chennai Metropolitan Development Authority for conversion of the usage of the land and the said authority has also, after public hearing, as required, approved the conversion of the land from institutional area into one of commercial zone. For this purpose, the first respondent has also executed a Gift Deed in favour of the Chennai Metropolitan Development Authority gifting land measuring 2110 square meter out of 5.556 acres towards Open Space Reservation and another gift deed gifting land measuring 1475.51 square meter out of 5.556 acres in their favour towards Road widening. Further, the first respondent has also obtained No Objection from Raj Bhavan and Airport Authority of India for development of the said property. Thereafter, the second respondent was permitted to put up a building in the property in question.
28.02.2013. Clause 4 of the Memorandum of Understanding also provides that in the event of default by the second respondent, the lease deed dated 20.12.2006 shall prevail and a fresh lease deed shall be entered into between the first and second respondent for leasing out the property on lease from 06.06.2011 and 28.02.2013.
Annual General Meeting on 26.02.2018 or on 19.03.2018 by appointing Mr. R. Ramakrishnan as Chairman of the Annual General Meeting and Honourable Mr. Justice K.P. Siva Subramaniam, a retired Judge of this Court as an Independent Observer. According to the appellant, it is evident from the order dated 13.12.2017 passed by the National Company Law Board that the term of office of the existing majority of members of the Committee of Management expired by rotation and the election of office bearers is due since 30th September 2016.
inferred from the affidavits filed in support of the Original Application, is that when the Memorandum of Understanding entered into between the first respondent and the second respondent clearly stipulate that the minimum sale price for the property in favour of the second respondent was Rs.325 crores, the decision taken by the first respondent club in the meeting dated 07.01.2018 to sell the property to the second respondent at Rs.300 crores, that too without the consultation of the committee members, is arbitrary and such an attempt would cause monetary loss to the first respondent club. It is the further grievance of the appellant that even though the National Company Law Board directed the first respondent to conduct the Annual General Meeting on 26.02.2018 or on 19.03.2018, the first respondent did not convene the meeting and without convening the Annual General Meeting, the decision taken to sell the property for a price lower than what was agreed earlier is uncalled for. Therefore, the appellant has filed the suit for the relief stated supra. Pending suit, the appellant has also filed O.A. Nos. 52 and 53 of 2018 for the relief stated above.
provides for monthly rentals payable by the second respondent during the subsistence of the lease period. Even as admitted by the appellant, the first respondent has converted the land use from institutional area into commercial zone after obtaining necessary approval from the Chennai Metropolitan Development Authority on 26.03.2008 and also obtained No Objection from Raj Bhavan officials as well as the Airports Authority of India for the proposed construction – a commercial complex/mall, to be put up by the second respondent.
arbitration proceedings continued for about two years and when the matter was posted for argument during December 2017, the second respondent, instead of prosecuting the arbitration proceedings on merits, made an offer to resolve the dispute amicably. Based on such offer made by the second respondent, the matter was deliberated by 6 committee members of the first respondent club on 23.12.2017. Subsequently, the matter was placed before the Committee of Management on 07.01.2018. Since the time was too short for circulating the agenda for the meeting on 07.01.2018, the agenda was sent by circulation on 05.01.2018. On 07.01.2018, 6 committee members, including the appellant, were present and all the committee members unanimously agreed to accept the offer made by the second respondent for selling the property for a sum of Rs.300 crores to the second respondent apart from the sum of Rs.60 crores already deposited by the second respondent towards refundable security deposit. Subsequently, another meeting was called on 18.01.2018 to discuss various routine issues, including the agenda for settlement of the dispute with the second respondent on the basis of the inputs received from the discussion in the meeting that took place on 07.01.2018. Even on 18.01.2018, the issue with respect to the sale of property to the second respondent was fully deliberated and it was unanimously agreed to accept the offer made by the second respondent. In the meeting held on 18.01.2018, the appellant was present but he did not raise his little finger as against the acceptance of the offer made by the second respondent. However, after conclusion of the meeting on 18.01.2018, it came to light that the appellant has filed the suit and thereafter, he had sent a dissent note by e-mail on 20.01.2018, a copy of which was also served in person on 22.01.2018. Thus, according to the first respondent Club, the filing of the present suit and the Original Applications by the appellant are an after thought and it clearly reveals the malafide intention on his part to stall the legitimate sale transaction with the second respondent, which was also accepted by many of the members of the first respondent club.
Thus the conduct of the appellant would show that he is taking a contrary stand with respect to his membership in the first respondent club.
therefore, by reason of acceptance of the offer made by the second respondent, no prejudice will be caused to the first respondent club. When the first respondent club has unanimously agreed and accepted to sell the property in question to the second respondent, the present attempt of the appellant would only further delay the sale transaction and thereby it will cause monetary loss to the second respondent.
learned single Judge, the learned counsel appearing for the appellant would vehemently contend that during the year 2006, the first respondent club had taken an unanimous decision to commercially exploit the property in question which was hitherto occupied by the Secretary of the Club. Accordingly, a registered lease deed dated 20.12.2006 was executed by the first respondent in favour of the second respondent granting lease initially for a period of four years from 01.01.2007 to 31.12.2010, which is renewable at the option of the second respondent for a further period of not less than 62 years. At the time of granting lease, the second respondent paid a sum of Rs.60 crores towards refundable security deposit. A sum of Rs.1.30 crores was fixed as lease rent for the first three years, which will be enhanced to Rs.2.60 crores for the fourth, fifth and sixth year and thereafter the lease rent payable by the second respondent was fixed at Rs.2.86 crores for the 7th year. For the subsequent period, it was agreed to enhance the lease rent periodically from 10th , 13th and 16th year and so on as may be mutually agreed between the parties. Since the second respondent committed default in payment of lease rent, the first respondent, by invoking the arbitration clause contained in the agreement dated 20.12.2006 filed a Original Petition before this Court under Section 9 of the Arbitration and Conciliation Act and during the pendency of arbitration proceedings first and second respondent entered into a compromise which resulted in execution of a Memorandum of Understanding dated 15.02.2011 whereby the first respondent offered to sell the land in question to the second respondent for sale for a minimum sale price of Rs.325 crores subject to obtaining valuation report from two reputed international realtors, which was also approved in the Extraordinary General Meeting. Thereafter, there were further disputes between the first and second respondent and ultimately the matter ended in compromise before the Arbitral Tribunal consisting of three Honourable retired Judges of the Supreme Court, whereby the first respondent unceremoniously agreed to sell the property to the second respondent for a sum of Rs.300 crores, than the one agreed by them. By reason of such an attempt on the part of the first respondent, the club had suffered a monetary loss of Rs.25 crores. When the second respondent committed default in the conditions incorporated in the lease deed and the consequent Memorandum of Understandings, the first respondent ought not to have accepted the offer made by the second respondent for sale of the property for a lesser amount, instead, the first respondent ought to have terminated the contract with the second respondent. Even otherwise, the amount of Rs.325 crores was offered by the second respondent for outright purchase of the property in the year 2011, however, after seven years, a compromise was effected whereby the property was offered for sale for Rs.300 crores. According to the learned counsel for the appellant, the value of the property
that existed in the year 2011 would have sky rocketed and therefore, the first respondent would only be justified in selling the property for a higher rate than Rs.325 crores, on the contrary, the first respondent agreed to sell the property for a throw away price of Rs.300 crores. The appellant, as a member of the Committee of Management of the first respondent objected to such sale transaction whereby the property was offered for sale at a meagre rate and it is not in consonance with the prevailing market value of the property. When the matter was placed before the Committee of Management on 07.01.2018, it was objected to by the appellant but his objection were not recorded in the minutes of the meeting. Subsequently, another meeting was called on 18.01.2018 for settlement of the dispute with the second respondent. On 18.01.2018, there was no deliberations made with respect to the sale transaction with the second respondent and the entire meeting came to an end within 15 minutes. Even on the date of the meeting on 18.01.2018, the appellant has filed the instant suit and obtained an order restraining the first respondent from giving effect to the resolution or decision, if any taken on 18.01.2018.
account namely Rs.69 crore, literally the property is being sold only for Rs.291 crores and this amount is even less than the minimum price offered by the second respondent on 15.02.2011 at Rs.325 crores. In such circumstance, the appellant, as a Member of the Committee of Management, has locus standi to question the decision taken by the first respondent club to sell the property in question for a paltry sum. Even though the first respondent has now produced a copy of the valuation report dated 15.03.2018 submitted by M/s. CBRE Asia Private Limited, it was not placed before the Committee of Management. Therefore, there are several irregularities committed by the first respondent in the matter of sale of the property in question to the second respondent. However, the learned single Judge brushed aside those short comings on the part of the second respondent and dismissed the Original Applications. The learned counsel for the appellant therefore prayed for setting aside the order passed by the learned single Judge and to allow the Original Side Appeals.
the Arbitral Tribunal has been complied with by the second respondent without any default and the lease rent has been paid upto January 2018. Further, till 30.11.2017, the second respondent has remitted a sum of Rs.307.794 crores by way of rent to the first respondent without even exploring the property in question and the land remained vacant and no construction has been put up by the second respondent even though they are in possession of the property since 2006. In such circumstances, during December 2017, the second respondent made an offer to amicably settle the dispute. In fact, the Honourable Arbitral Tribunal also suggested that settling the dispute among the parties will be in the best interest of the first and second respondent. The offer made by the second respondent to purchase the property for Rs.300 crores is in tune with the valuation report submitted by two renowned realtors. As per the valuation report dated 27.11.2013 of M/s. Cushman & Wakefield, the value of the property was assessed at Rs.302.5 crores. The other report submitted by M/s. CB Richard Ellis South Asia Pvt Ltd., indicates that the market value of the property is in the range of Rs.297.8 crore and Rs.313.2 crore. Therefore also, the learned Senior counsels appearing for the first respondent, in unison, would contend that the offer made by the second respondent is in tune with the market value of the property and it is supported by the two reputed international realtors. Therefore, the learned Senior counsels for the first respondent would pray this Court to brush aside the contentions urged on behalf of the appellant that the property in question is sought to be sold to the second respondent for a paltry or throw away price and such contention is without any basis.
elected committee members who are entitled to continue in the committee are Mr. R. Ramakrishnan (Chairman), Dr. Md. Javeed Ghatala, Mr. P.T. Ramkumar and Mr. M. Rosevelt. Apart from these 4 Elected Members of the Committee, there are 4 Government nominees in the committee of Management, who are not required to retire every year as per Article 26, hence, the total strength of the present Committee as on January is 8 persons. In the meeting convened on 07.01.2018, 8 persons including the appellant attended during which the issue relating to acceptance of the settlement offered by the second respondent was discussed. In the meeting convened on 07.01.2018, it was unanimously agreed to accept the offer made by the second respondent on payment of Rs.300 crores. In any event, the meeting was attended by required number of members and it cannot be said that the meeting was not attended by the minimum number of members to satisfy the quorum.
respondent, such discretion exercised by the learned single Judge need not be interfered with by this Court.
unnecessary to repeat the facts of the case in detail. However, certain facts which are absolutely necessary for the purpose of disposal of these appeals alone are reiterated by us.
During the pendency of arbitration proceedings, the first respondent as well as second respondent agreed to amicably settle the dispute, which resulted in execution of a Memorandum of Understanding dated 15.02.2011 whereby the first respondent agreed to sell the property in question to the second respondent for a outright sale consideration of Rs.325 crores. As per the memorandum of understanding dated 15.02.2011, the second respondent has to pay the entire sale consideration and get the sale deed executed within 24 months from that date. However, it appears that due to financial hiccup, the second respondent could not honour their commitment to pay the sale consideration before the date indicated in the Memorandum of Understanding dated 15.02.2011. The second respondent therefore sought time for performance their obligations contained under the Memorandum of Understanding dated 15.02.2011 and accordingly, two supplementary Memorandum of Understandings dated 25.02.2013 and 23.10.2013 were executed whereby the first respondent extended the time for performance of the conditions incorporated in the Memorandum of Understanding dated 15.02.2011. Even thereafter, it appears that the second respondent could not fulfil their obligations and therefore, the first respondent called upon the second respondent as to why the Memorandum of Understanding dated 15.02.2011 and also the supplementary Memorandum of Understanding dated 25.02.2013 and 23.10.2013 be not cancelled. Aggrieved by the same, the second respondent once again invoked the clause for arbitration contained in the Memorandum of Understanding dated 15.02.2011 and pursuant to which the Arbitral Tribunal consisting of three retired Honourable Judges of the Supreme Court was constituted. The first respondent also contested the arbitral proceedings. During December 2017, when the arbitration proceedings were taken up for arguments, a compromise entered into between the first and second respondent to settle the dispute amicably. The terms of compromise offered by the second respondent were placed in the meeting convened by the first respondent on 07.01.2018 in which the appellant participated. The committee of Management of the first respondent unanimously accepted the offer made by the second respondent so as to give a quietus to the long standing dispute between the first and second respondent. To work out the modalities of the settlement, yet another meeting was convened on 18.01.2018 by the first respondent in which also the appellant participated. On 18.01.2018, the appellant has filed the suit before this Court and obtained an interim order restraining the first respondent from giving effect to the decision taken in the meeting convened on 07.01.2018.
respondent, the first respondent is put to monetary loss and as a member of the Committee of Management of the first respondent club, he is aggrieved by the decision taken by the first respondent management in the meeting convened on 07.01.2018 and on 18.01.2018 whereby the first respondent accepted the offer made by the second respondent. It is the contention of the appellant that even during the year 2011, the second respondent offered to purchase the property for Rs.325 crores, while so, after six years, during December 2017, an offer was made to purchase the very same property for Rs.300 crores which was accepted by the first respondent. The further grievance of the appellant appears to be that one of the members of the first respondent Management Committee has approached the National Company Law Board and filed a Petition No. 31 of 2017 under Section 97 of the Companies Act, 2013 against the first respondent complaining that the first respondent did not convene the Annual General Meeting. The National Company Law Board, by an order dated 13.12.2017 directed the first respondent club to convene the Annual General Meeting on 26.02.2018 or on 19.03.2018 by appointing Mr. R. Ramakrishnan as Chairman of the Annual General Meeting and Honourable Mr. Justice K.P. Siva Subramaniam, a retired Judge of this Court as Independent Observer. Inspite of such direction, the first respondent did not convene the company law board, rather, taken up the issue relating to sale of the property in favour of the second respondent hastily. It is the further complaint of the appellant that the meeting convened on 07.01.2018 and 18.01.2018 was not attended by requisite members to constitute a valid quorum and therefore also, the decision taken in the meeting held on 07.01.2018 and 18.01.2018 are not valid.
objection in the meeting convened on 07.01.2018 or 20.01.2018 by substantiating it with material records. Even without raising any objection in the meeting convened on 07.01.2018 and 18.01.2018, the appellant is estopped from filing the present suit. We also would like to observe that none of the members of the first respondent club, except the appellant, have raised any objection for sale of the property in favour of the second respondent. In any event, in the absence of any material evidence to show that the appellant raised an objection in the meeting convened on 07.01.2018 and 18.01.2018, the appellant cannot straight away file the suit before this Court. But it is the contention of the counsel for the appellant that when the appellant comes to know that the so-called objections raised by him were not recorded in the minutes of the meeting held on 07.01.2018 and 18.01.2018, he had sent a letter of objection dated 20.01.2018. But it is pertinent to mention that the letter of objection dated 20.01.2018 has emanated after the institution of the suit on 18.01.2018 and therefore, no significance could be attached to the said letter of objection.
attended during which the issue relating to acceptance of the settlement offered by the second respondent was discussed. Thus, we are of the view that the meeting convened on 07.01.2018 and 18.01.2018 was attended by required number of members and it cannot be said that the meeting was not attended by the minimum number of members to constitute the quorum.
Understanding dated 15.02.2011 between the first respondent and the second respondent. However, during January 2018, when the second respondent made an offer to purchase the property for Rs.300 Crores, it was accepted by the Management Committee of the first respondent club without placing it in the Extraordinary General Meeting. In our considered opinion, already, the Extraordinary General Body of the first respondent club approved the sale transaction for a consideration of Rs.325 crores in the year 2011. The present offer made by the second respondent is for Rs.300 crores apart from the sum of Rs.60 crores already deposited by them, taking the sale price to Rs.360 crores. If the first respondent club decides to accept the offer for a lesser price than what was agreed, then the question of placing it before the Extraordinary General Body meeting will arise. However, in the present case, the offer made by the second respondent and which was accepted by the first respondent is over and above the sale price agreed earlier. Even otherwise, as per the valuation report dated 15.03.2018 obtained by the first respondent from M/s. CB Richard Ellis, the present market value of the property in question was shown as Rs.293.5 crores. Therefore also, we are of the view that there may not be any occasion for the first respondent to sustain any monetary loss by reason of the acceptance of the offer made by the second respondent. In other words, by accepting the offer made by the second respondent, no prejudice will be caused to the first respondent club, rather, it will only benefit the first respondent club besides giving a quietus to the long standing deferred transaction between the first and second respondent.
to terminate the contract. As against such an action of the first respondent, the second respondent initiated arbitration proceedings in the year 2015, which was contested by the first respondent. While so, during December 2017, once again, the first and second respondent, in order to purchase peace, have decided to settle the long standing dispute among themselves and this is how the second respondent offered to purchase the property by one time payment of Rs.300 crores, which was also agreed by the first respondent club. The offer so made by the second respondent was also placed by the first respondent in the meeting held on 07.01.2018 and 18.01.2018 and the members present in the meeting unanimously agreed to accept the offer. At this stage, even before the dust, which had emanated in the form of disputes between the first and second respondent could settle, the appellant has filed the present suit and the Original Applications and is attempting to unsettle the settled disputes between the parties. As mentioned above, the appellant could have locus standi to question any of the decision of the first respondent if he had raised any objection at the first instance in the meeting convened by the first respondent on 07.01.2018 and 18.01.2018 when the first respondent club unanimously resolved to accept the offer made by the second respondent to purchase the property for a sum of Rs.300 crores. Even though the appellant admitted that he had participated in the meetings, it is alleged that he did raise an objection for accepting the offer made by the second respondent, but it was not recorded. When the appellant alleges that he has raised an objection in the meeting, a duty is cast upon him to substantiate it by material evidence. This is more so that it is disputed by the first respondent that the appellant did not raise any such objection and therefore, the Management Committee of the first respondent unanimously agreed to accept the proposal made by the second respondent. If it is the contention of the appellant that on 18.01.2018 there was no deliberations made, the onus is on him to prove the contrary. In the present case, the appellant has only produced a copy of the letter dated 20.01.2018, two days after the meeting was over, to show that he had resisted the resolution that was passed on 18.01.2018. Therefore, we are of the view that the present action of the appellant in instituting the suit and the original applications will in no way benefit the interest of the first respondent club, rather, it would only frustrate the action of the first respondent club to settle the prolonged sale transaction they have entered with the second respondent. We are therefore of the view that the appellant remained as a stumbling block and attempting to place obstacles to the first respondent club from entering into the sale transaction legitimately with the second respondent, for no cause or reason. Therefore, we are inclined to dismiss these appeals by confirming the order passed by the learned single Judge.
3 issues framed by the court
Could a committee member obtain interim restraint against the club's property sale without substantiating his alleged objections at the meetings?
Did the committee meetings satisfy the minimum quorum despite retirement of elected members by rotation?
Did acceptance of the revised sale offer require fresh approval by the extraordinary general body?
Colour shows how this judgement treated each authority
Wander vs. AntoxReferred¶84
(Wander vs. Antox) reported in 1990 Supplementary SCC 727 · Who else cites this
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1 provisions across 1 enactments
A. Viswanathan
Madras Race Club
DLF Universal Limited
R. SUBBIAH
P.D. AUDIKESAVALU
As recorded by the court registry
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