C P SINGHANIA Vs. GARWARE CLUB HOUSE

JUDGEMENT

(1.) HEARD the learned Counsel for the parties.

(2.) THE appellants are the members of the Garware Club House an association registered as a company on 6/04/1993 after obtaining a licence under section 25 of the Companies Act, 1956 (for short the Act ). The company is permitted not to add the word "limited" at the end of its name. The main objects as enumerated in Clause No. Ill of the Memorandum of Association of the Garware Club House the defendant No. 1 (hereinafter referred to as the company) inter alia are (i) to acquire and take over as a going concern the effects, assets and liabilities of the then unincorporated association known as B. C. A. Garware Club House at Wankhede Stadium, D Road, Churchgate, mumbai 400 020 and enrol its present members of all categories as members of the company and to run and manage the said B. C. A. Garware Club House and (ii) to promote, encourage, organise, manage or assist in the promotion, organisation or management of all forms of athletics, sports, past timers and recreations, sporting events, entertainments, exhibitions, displays tours and tournaments.

(3.) THE management of the company vests in its Board of Directors which is called as the Managing Committee. The directors are called as "the members of the Managing Committee" or simply "the Committee members". The names of the first committee members were mentioned in Clause (b) of Article 25 of the Articles of Association of the company and their term was for a period of five years commencing from the date of incorporation. First election to the post of directors (committee members) was held on 25/09/1998. The plaintiff Nos. 1,3,4, 5 and 6 in the Suit No. 5988 of 1998 contested the election. Plaintiff No. 1 was elected as an Honorary Secretary while plaintiff Nos. 3, 4, 5 and 6 lost the elections. Thereafter, the suit giving rise to the present appeal, bearing S. C. Suit No. 5998 of 1998, was filed by the plaintiffs in the Court of the City Civil Judge, Mumbai for a declaration that the election conducted by the first defendant company on 25/09/1998 and/or the result thereof was illegal, null and void and for a direction to the defendant No. 1 to hold fresh elections. The grounds for setting aside the election urged in the suit are: