TaxTMI 
TaxTMI 
TaxTMI 
2019 (12) TMI 1068
X X X X Extracts X X X X
X X X X Extracts X X X X
....i.e., Respondent Nos.1 to 4 and the Delhi Gymkhana Club Ltd, i.e., Respondent No.5. 2. The case of the Petitioner is that he is an applicant seeking permanent membership of the Delhi Gymkhana Club Ltd. (hereinafter, "Club") and that he had made an application in 1993, seeking membership of the Club. Since 1993, the Club has called upon him to pay additional sums to continue to be in line for permanent membership. In the year 2017, an additional amount of Rs. 7.5 lakhs was sought, however, thereafter, when the Petitioner pointed out that he is the son of a permanent member, the fee was reduced to Rs. 1.5 lakhs, which has since been deposited. 3. Ld. Counsel for the Petitioner submits that the activities at the Club have not been running in....
X X X X Extracts X X X X
X X X X Extracts X X X X
....n stayed. The operative portion of the said order reads as under: "Till further order, EGM dated 04.08.2019 proposed to be conducted by respondent No.5 and the process of electronic voting to be commenced on 30.07.2019 on the agenda of 04.08.2019 shall remain stayed." 5. The Club has, thereafter, entered appearance and filed CM APPL. 42706/2019, seeking vacation of the said ex parte ad interim order. The stand of the Club is that the Petitioner has no right to maintain the present writ petition. It is submitted that the explanatory memorandum, which was attached to the proposed AOA and MOA, clearly stipulates that after the EGM considers the amendments to the MOA and AOA, approval shall be sought from the Central Government, which the Cl....
X X X X Extracts X X X X
X X X X Extracts X X X X
....is as is contained in the explanatory statement i.e., once the amended MOA and AOA is placed before the EGM and the amendments are approved by the EGM, only then is it required to be placed before the Central Government for approval. Until that procedure takes place, the writ petition itself is premature. 8. Ld. Counsel further submits that the allegations about the UCP cards and the children of permanent members being given benefits is incorrect. All that the proposed MOA and AOA seeks to do is to give dependant cards to children of permanent members who are between the ages of 13 and 21. In any event, the said children are enjoying the facilities of the Club even today. He submits that children of permanent members are also being issued ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....orts, education, research, social welfare, religion, charity, protection of environment or any such other object; (b) intends to apply its profits, if any, or other income in promoting its objects; and (c) intends to prohibit the payment of any dividend to its members, the Central Government may, by licence issued in such manner as may be prescribed, and on such conditions as it deems fit, allow that person or association of persons to be registered as a limited company under this section without the addition to its name of the word "Limited", or as the case may be, the words "Private Limited" , and thereupon the Registrar shall, on application, in the prescribed form, register such person or association of persons as a company under th....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ors a.k.a General Committee (GC) endeavours to update the MOA so that members and the management are aware of the applicable law and do not miss complying with the letter of law. The General Committee in its meeting held on Thursday, 27th June 2019 has approved the said proposal, subject to approval of the Members and Registrar of Companies (ROC)/ Central Government. In terms of the provisions of Section 13 of the Companies Act, 2013, the Company is required to obtain approval of the members by way of a Special Resolution and pursuant to provisions of Section 8 of the Companies Act, 2013, a Company registered under this Section shall obtain approval of the Central Government(Power delegated to ROC), for alteration of the Memorandum of A....
X X X X Extracts X X X X
X X X X Extracts X X X X
....try of Corporate Affairs, under Section 8(4) the Companies Act, 2013. The Explanatory Statement is clear that once the Resolution is passed by the EGM, the same shall be submitted for approval. If the MCA directs any modification or other change in the MOA and AOA, the Resolution shall stand modified accordingly. Thus, it is only after the amended MOA and AOA is approved by the MCA that the amended MOA and AOA would come into effect. Thus, at this stage, it would not be correct to hold that prior approval of the Central Government needs to be taken prior to the same being considered by the EGM. Such a stand would be premature and contrary to the procedure. 14. The Club is quite clear in its stand that it first places the MOA and AOA befor....