Appeal dismissed in Secretary removal case, emphasizing adherence to Companies Act. Ombudsman findings considered.

The court dismissed the appeal, affirming that only the General Body of the Association has the authority to remove the Secretary. The court directed the matter to be resolved by the General Body within four weeks, considering the Ombudsman's findings. The decision highlights the importance of adhering to statutory provisions under the Companies Act, 2013, superseding conflicting provisions in the Articles of Association.

---

---

Issues Involved:
1. Legality of the suspension of the Secretary by the Apex Council of the Association.
2. Authority of the Apex Council versus the General Body in removing a member or director.
3. Applicability of Section 169 of the Companies Act, 2013 versus Section 284 of the Companies Act, 1956.
4. Interpretation of Article 5(c) of the Articles of Association (AOA) of the Association.

Detailed Analysis:

1. Legality of the Suspension of the Secretary by the Apex Council:
The appeal challenges an order dated 02.02.2019 by the Learned Addl. District Judge, which injuncted the appellant from suspending respondent no. 1 from his post of Secretary of the appellant Association. The appellant had suspended respondent no.1 on 14.08.2018, pending adjudication before the learned Ombudsman regarding alleged indiscipline and misconduct. The Ombudsman found respondent no.1 guilty of actions that were detrimental to the interests of the Association and the game of cricket.

2. Authority of the Apex Council versus the General Body in Removing a Member or Director:
The appellant argued that the Apex Council, similar to a Board of Directors, had the power to remove a member under Article 5(c) of the AOA. However, the respondent contended that only the General Body (shareholders) could remove the Secretary, as per Section 169 of the Companies Act, 2013. The court held that the Apex Council cannot usurp the powers of the General Body, which is the appointing authority and, therefore, the removing authority.

3. Applicability of Section 169 of the Companies Act, 2013 versus Section 284 of the Companies Act, 1956:
The appellant cited previous judgments under Section 284 of the Companies Act, 1956, to support their position. However, the respondent argued that Section 169 of the 2013 Act, which replaced Section 284, mandates that a director can be removed only by the company (General Body) and not by the Board of Directors. The court agreed with the respondent, noting that Section 169 of the 2013 Act requires removal by ordinary resolution by the General Body, thus overriding any contrary provisions in the AOA.

4. Interpretation of Article 5(c) of the Articles of Association (AOA) of the Association:
Article 5(c) of the AOA allows the Apex Council to expel a member for conduct likely to endanger the harmony or interests of the Association. The court, however, held that while this article might apply to ordinary members, it does not extend to the Secretary, who is akin to a director and can only be removed by the General Body. The court emphasized that the statutory scheme under the Companies Act, 2013, must be followed, which requires the General Body to make such decisions.

Conclusion:
The court dismissed the appeal, affirming that only the General Body of the Association has the authority to remove the Secretary. The court directed that the matter be resolved by placing it before the General Body within four weeks, considering the Ombudsman's findings. The decision underscores the paramountcy of the statutory provisions under the Companies Act, 2013, over any conflicting provisions in the Articles of Association.

---