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2024 (10) TMI 1135
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....022 passed by the National Company Law Tribunal, Principal Bench (hereinafter referred to as the "NCLT") in C.P.-71/241-242/PB/2020. The impugned order has been passed by the NCLT in petitions filed under Section 241-242 of the Companies Act, 2013 (hereinafter referred to as "the 2013 Act"). By the impugned order, the NCLT has allowed the petition filed by the Union of India permitting the Union of India to nominate 15 number of persons as Directors in General Committee of Delhi Gymkhana Club Limited. The appellants in these appeals being Members of the Delhi Gymkhana Club Limited who were permitted to intervene in the proceedings, feeling aggrieved by the impugned order, have come up in these appeals. 2. Brief background facts giving rise to these two appeals are as follows; (a) The Delhi Gymkhana Club Limited (hereinafter referred to as 'the Company') was incorporated as Company Limited under Section 26 of the 1913 Act on 14.07.1913 which corresponds to Section 8 of the 2013 Act. A perpetual lease admeasuring 27.03 acres situate at 2, Safdarganj Road, New Delhi was granted to the Company vide lease deed dated 20th February, 1928. The Government of India, Ministry of Corporate ....
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....eral Council Members and give suggestion to the General Council and also directed the Union of India to inquire into the affairs of the Company. (d) An appeal was filed by the Company being Company Appeal (AT) No.95 of 2020 before the Appellate Tribunal challenging the order dated 26th June, 2020. On 15th February, 2021, the Appellate Tribunal dismissed the appeal filed by the Company upholding the order dated 26th June, 2020. An appeal was filed before Hon'ble the Supreme Court by one of the Appellant in these Appeal, in which Hon'ble the Supreme Court passed an order dated 30th September, 2021 directing the NCLT to decide the matter expeditiously and provided a time of four months to the NCLT to dispose of the matter, failing which Administrator was to conduct elections. On a misc. application, Hon'ble the Supreme Court vide order dated 11th March, 2022 further granted four weeks' time for disposal of the petition. On 1st April, 2022, the NCLT allowed the petition filed by the Union of India. Aggrieved against the said judgment, these two appeals have been filed. 3. The NCLT vide impugned judgment and order, has issued following directions:- "1. The petition is allowed and t....
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....Tribunal in Petition No. C.P.- 71/241-242/PB/2020 titled "Union of India vs. Delhi Gymkhana Club Ltd. & Ors."to the extent that (i) Allow a duly elected Board of Directors to manage the club with suitable checks and balances. Suitable timelines may be drawn for the board of Directors to correct anomalies under NCLT's guidance. Additional government appointed directors may be nominated if considered essential. (ii) The management of the present GC appointed by the Central Government be directed to hold elections to elect a new General Committee c) Pass such other and further order(s) as this Hon'ble Court may deem fit and proper to meet the ends of justice." 6. We have heard Sri Krishnendu Dutta, learned Senior Advocate for the appellants in Company Appeal (AT) No. 93 of 2022, Sri Kailash Vasudev, learned Senior Counsel has appeared for the appellant in Company Appeal (AT) No. 141 of 2022. Sri U.K. Chaudhary, Senior Advocate and Sri Raunak Dhillon have appeared for the Union of India. We have also heard, learned counsel appearing for respondent No.2, the Delhi Gymkhana Club Limited. The respondent No.3 to 17 were the members of the General Committee of the Club in the yea....
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....t be assumed in every Section 8 company. The objects as enumerated in Section 8 of the 2013 Act cannot be read as public interest/public purpose. "Sports" as an object was introduced for the first time only in the year 2013. The Central Government cannot be permitted to take advantage of a newly introduced term and apply the same retrospectively which was incorporated in 1913 legislation. The fact that the land which was leased to the Company, was owed by the Union of India does not ipso facto translate into public interest. For the perpetual lease deed the company/club had paid an amount of Rs. 5,460/- with yearly rent. The lease deed itself makes it clear that the land has not been leased to the Club either for public or for public purpose. The mere fact that the Club/Company has been given on perpetual lease an area of 27.3 acres on which it can function or carry out its activities cannot involve public interest. 10. It is further submitted that the petition under Section 241-242 of the 2013 Act neither pleads nor establishes that the affairs of the Club concern the general public as a whole or the public as a whole has any pecuniary interest affecting their legal rights or lia....
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....he Supreme Court dated 30.9.2021 and 11.3.2022, has contended that Hon'ble the Supreme Court intended that new elected committee would be installed within four months if the NCLT is unable to conclude the proceedings within four months. It is submitted that Hon'ble the Supreme Court clearly intended that elected committee of the Club would be installed to run the affairs of the Club. The NCLT has not followed the spirit and intent of the order of Hon'ble the Supreme Court dated 30.9.2021 and 11.3.2022. The 15 Members committee appointed by the impugned order cannot be allowed to continue in perpetuity. The final order passed by the NCLT dated 1st April, 2022 is in nature of an interim order under Section 242(4) of the 2013 Act and not a final order under Section 241(1) and 242(2) of the 2013 Act. Learned counsel for the appellants reiterating his submission has submitted that twin conditions which are to be fulfilled for invoking jurisdiction under Section 241(2) being not present, the order impugned is without jurisdiction and could not have been passed in exercise of power under Section 241(2) of the 2013 Act. 12. Sri Kailash Vasudev, learned Senior Advocate appearing for the ap....
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....b) registration fee; (c) accounting treatment of the registration fee; (d) investments made by the Club from the amount received as registration fee; and (e) processing charges received by the Club from the new applicants. The Inspecting Officers asked the Club to furnish various documents including details of type of membership granted and the registration fee charged. The entry fee fixed in the Article of Association is Rs. 25,000/- and no registration fee beyond the said amount can be collected. The collection of registration fee of an amount running into lacs is a deposit violating the provisions of 2013 Act and the Acceptance of Deposit Rules. There were several other financial irregularities committed by the Club which was noticed in the inspection report and the supplementary inspection report. The appointment of permanent members as Auditors of the Club is violative of Section 141(3)(d)(i) of the 2013 Act. The provisions of Article of Association regarding membership have been violated. The Company has created several categories of membership like Green Card, UCP Holder, NRI, Eminent Card Holders etc. which are not as per the Article of Association of the Company. 14. It i....
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....e present case, the NCLT has concluded the proceedings within the time allowed along with the extended time, hence there was no direction of Hon'ble the Supreme Court for conducting the election. The intent of the impugned judgment was for the General Council to undertake all necessary actions, under the aegis and guidance of the NCLT which would be brought on record by way of status update reports. Eight status update reports have been submitted so far bringing before the NCLT various action taken by the General Council appointed by the impugned order. The General Council has in no manner usurped the power of the NCLT. The NCLT has retained its superintendence by directing for filing update status report within every three months. The submission that the NCLT has delegated its jurisdiction to the Committee is not correct. The management of the Club having acted in violation of the Article of Association as well as the 2013 Act, the NCLT has rightly exercised its jurisdiction under Section 241-242 of the 2013 Act. Corrective measures are being taken by the General Council appointed by the impugned order. The NCLT after considering all reports and materials on record, has rightly ex....
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....ted the Union of India in the proceedings and she is also entitled for witness protection. 20. From the submissions of learned counsel for the parties and the materials on record, the following questions arise for consideration in these appeals:- (I) What are the requisite conditions precedent for invoking provisions of Section 241(2) of the Companies Act, 2013? (II) Whether the requisite conditions precedent within the meaning of Section 241(2) of the Companies Act, 2013 in the application filed by the Union of India under Sections 241 and 242 are met i.e. (i) formation of opinion by the Central Government under Section 241(2); and (ii) that the affairs of the Company are being conducted in a manner prejudicial to the public interest? (III) Whether there was sufficient materials on the record for formation of requisite opinion under Section 241(2) by the Central Government? (IV) Whether affairs of the Company (Delhi Gymkhana Club) were being conducted in a manner prejudicial to the public interest so as to enable the Central Government to file an application under Section 241(2) of the 2013 Act? (V) Whether the impugned order dated 1st April, 2022 is in nature of interi....
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....pter XVI i.e. "Prevention of Oppression and Mismanagement", the object of an application under Section 241 of the 2013 Act is for relief in cases of oppression and mismanagement. A perusal of Section 241(1) indicates that entitlement is given to Member of a Company on fulfilment of conditions as contemplated under Section 244 of the 2013 Act to apply to the Tribunal. Sub section (2) of Section 241 of the 2013 Act empowers the Central Government to apply to the Tribunal for an order under Chapter XVI "if it is of the opinion that the affairs of the Company is conducted in a manner prejudicial to the public interest". 23. Section 242 of the 2013 Act enumerates various nature of orders which may be passed under this section "without prejudice to the generality of the power under sub-section (1). Relevant provisions of Sub-section (2) of Section 242 of the 2013 Act are as follows:- "241(2) Without prejudice to the generality of the powers under sub-section (1), an order under that sub-section may provide for- (a) the regulation of conduct of affairs of the company in future; (h) removal of the managing director, manager or any of the directors of the company; (k) appointment o....
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....provisions of Sections 397, 398 and 402 of the Companies Act, 1956 have been noticed in the said judgment. The change of language and the consequential changes and parameters in all the three Statutes i.e. 1913, Act, 1956 Act and 2013 Act have been noticed in paragraph 86 of the said judgment, which is as follows:- "86. The change of language and the consequential change of parameters for an inquiry relating to oppression and mismanagement from 1951 to 1956 and from 1956 to 2013 and thereafter can be best understood, if the anatomy of the statutory provisions are dissected and presented in a table: 1913 Act (after the Amendment Act 52 of 1951) 1956 Act (with the amendment made under Act 53 of 1963) 2013 Act 1) Company's affairs are being conducted in a manner- (a) Prejudicial to the company's interest; or (b) Oppressive to some part of the members; and (1) Company's affairs are being conducted in a manner- (a) Prejudicial to public interest; or (b) Oppressive to any member or members; or (c) Prejudicial to the interests of the company; and (1) Company's affairs have been or are being conducted in a manner- (a) Prejudicial to any member or members....
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....ee enactments, has held that the above enactments are ordaining the Court generally to pass such orders "with a view to brining to an end the matters complained of". In paragraph 90 of the said judgment following has been held:- "90. But despite the huge shift in England, there appears to be a common thread running in all the enactments, both in India and England. In all the three Indian enactments, namely, the 1913 Act, the 1956 Act and the 2013 Act, the court is ordained, generally to pass such orders "with a view to bringing to an end the matters complained of". This sentence is found in Section 153-C(4) of the 1913 Act. It is found in Section 397(2) as well as Section 398(2) of the 1956 Act and it is also found in Section 242(1) of the 2013 Act. This is also the common thread that runs through the statutory prescriptions contained in the English Acts of 1948, 1985 and 2006. Therefore, at the stage of granting relief in an application under these provisions, the final question that the court should ask itself is as to whether the order to be passed will bring to an end the matters complained of. Having thus seen the development of law, let us now take up the questions of law o....
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...."5. Before taking action under Sections 237(b)(i) and (ii), the Central Government has to form an opinion that there are circumstances suggesting that the business of the company is being conducted with intent to defraud its creditors, members or any other persons, or otherwise for a fraudulent or unlawful purpose or in a manner oppressive to any member or that the company was formed for any fraudulent or unlawful purpose or that the persons concerned in the formation or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards the company or towards any of its members. From the facts placed before us, it is clear that the Government had not bestowed sufficient attention to the material before it before passing the impugned order. It seems to have been oppressed by the opinion that it had formed about Shri S.P. Jain. From the arguments advanced by Mr Attorney, it is clear that but for the association of Mr S.P. Jain with the appellant company, the investigation in question, in all probabilities would not have been ordered. Hence, it is clear that in making the impugned order irrelevant considerations have played an im....
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....ances suggesting the conclusion set out in sub-clauses (i), (ii) and (iii) of Section 237(b) and the expression "circumstances suggesting" cannot support the construction that even the existence of circumstances is a matter of subjective opinion. Shelat, J., further observed that it is hard to contemplate that the legislature could have left to the subjective process both the formation of opinion and also the existence of circumstances on which it is to be founded; it is also not reasonable to say that the clause permitted the authority to say that it has formed the opinion on circumstances which in its opinion exist and which in its opinion suggest an intent to defraud or a fraudulent or unlawful purpose. On the other hand Sarkar, C.J., and Mudholkar, J., held that the power conferred on the Central Government under Section 237(b) is a discretionary power and no facet of that power is open to judicial review. Our Brother Bachawat, J., the other learned Judge in that Bench did not express any opinion on this aspect of the case. Under these circumstances it has become necessary for us to sort out the requirements of Section 237(b) and to see which of the two contradictory conclusi....
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.... by the courts. As held earlier the required circumstances did not exist in this case." (emphasis in original) 30. The judgment of Hon'ble the Supreme Court in the case of Rohtas Industries Limited (supra) was quoted with approval in the case of 63 Moons Technologies Limited (supra). The ratio of the judgment as extracted above in the case of Rohtas Industries Limited (supra) is as follows:- "For the reasons stated earlier we agree with the conclusion reached by Hidayatullah and Shelat, JJ. in Barium Chemicals case [Barium Chemicals Ltd. v. Company Law Board, 1966 Supp SCR 311 : AIR 1967 SC 295] that the existence of circumstances suggesting that the company's business was being conducted as laid down in sub- clause (1) or the persons mentioned in sub-clause (2) were guilty of fraud or misfeasance or other misconduct towards the company or towards any of its members is a condition precedent for the Government to form the required opinion and if the existence of those conditions is challenged, the courts are entitled to examine whether those circumstances were existing when the order was made. In other words, the existence of the circumstances in question are open to judicia....
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....borating the submission, it is contended that formation of opinion under Section 241 of the 2013 Act is not mere formality. The Central Government has to apply its mind to the materials and give reason for forming an opinion to file a petition under Section 241-242 of the 2013 Act. The letter darted 18th March, 2020 does not constitute an opinion within the meaning of Section 241-242 of the 2013 Act. Letter dated 4th March, 2020 which provides the opinion of 18th March, 2020 only mentions "I agree with the opinion of the Inspecting Officer as mentioned above". 36. The challenge to the impugned order by the appellants in the present case is on the ground that the twin conditions under Section 241(2) of the 2013 Act did not stand satisfied i.e. (i) "formation of an opinion by the Central Government; and (ii) that the affairs of the company are being conducted in a manner prejudicial to the public interest". The first limb of argument of the appellants is that there is no opinion formed by the Central Government and the letters dated 18th March and 4th March, 2020 are not opinion. Elaborating the submission, it is contended that formation of opinion under Section 241 of the 2013 Act ....
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....s received by way of registration fee from applicants, section 209, 211 of the Companies Act, 1956, section 128, 129 of the Companies Act 2013 for mismanagement of funds received by way of registration fee from applicants, violation under section 141 of the Companies Act 2013, section 628 of Companies Act, 1956 for misstatement in the eform, section 448 of the Companies Act, 2013, violation u/s 628 of Companies Act, 1956 for anomaly in the number of members of the company, violation u/s 628 of companies oct.1956 for false statement in the balance sheet as at 31.03.2013 under PART-A of Report. Inspecting officer has highlighted violations under section 209, 211 of the Companies Act, 1956 and section 128, 129 of the Companies Act, 2013. section 226 of the Companies Act, 1956, repeated violations of section 129 of the Companies Act 2013, violation of section 134 of Companies Act, 2013, violation of section 217{3} of the Companies Act, 1956 in PART-8 of Report. Inspecting Officers has recommended for revocation of license issued u/s 8(6) of Companies Act, 2013 in the name of company as it claims. In PART- C. Inspecting Officer has reported violation of section 179 of Companies Act 20....
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....em); d) investment made by the company of the amount received from new applicants; and e) the processing charges received by the company from new applicants. 2. Shri Ajay Meena, Deputy Director RD (NR) had earlier submitted the Inspection report dated 31.07.2019. Shri A.K. Sahoo, DRoC, Delhi and Shri VyomeshSheth, Assistant Director, DGCoA were appointed as Inspectors vide letter dated 13.09.2019. Both the Inspecting officers could not join the supplementary inspection due to their involvement in other important and time-bound works. Subsequently, Smt. SeemaRath, Deputy Registrar of Companies, Delhi & Inspector was appointed as Inspectors vide letter dated 25.10.2019 for undertaking the Supplementary Inspection of the subjected company. 3.On Supplementary Inspection the Inspecting officer has highlighted the following contraventions to the Companies Act: a. Financial statements by the company do not give a true and fair view of the state of affairs of the company within the meaning of provisions of Section 209 And 211 of The Companies Act, 1956 and Section 129 of the Companies Act, 2013 r/w AS-9 with respect to treatment of registration fees collected by the company fro....
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....nment of India; (ii) Charging the company and its General Committee members under section 447 of the Companies Act, 2013; (iii)Immediate appointment of Government appointed administrator(s) in the General Committee and transfer of absolute power to such administrator(s); (iv)Immediate ban on acceptance of any further membership applications and fees; and (v) The prime location of the land with the company being worth thousands of crones to be better utilized for meaningful purposes to achieve the objectives of the Company as laid down in the MoA, in the interest of the public. I agree with the recommendation of the Inspecting Officer as mentioned above." 40. The Central Government, Ministry of Corporate Affairs thus had materials including the inspection report dated 31st July, 2019, complaints, supplementary inspection report dated 3rd March, 2020 and after taking into consideration the inspection report, supplementary inspection report and the recommendation made by the Regional Director, Northern Region and after perusing the aforesaid materials, the Ministry of Corporate Affairs issued order dated 18th March, 2020 to the Regional Director to file a petition under ....
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....ommendation sent by the Regional Director as well as other materials including the reply received from Delhi Gymkhana Club and queries and summons issued by the Inspectors. All the documents were with the Central Government containing voluminous materials viz. inspection report and supplementary inspection report submitted after examining the affairs of the Company, its financial position, its management and its financial records reflecting violation of the Companies Act, 1956 and the 2013 Act. We thus do not find any substance in submission of the counsel for the appellants that at no point of time the Central Government formed its opinion as required under Section 241(2) of the 2013 Act. The opinion was formed on the subjective satisfaction of the Central Government. 42. Now we come to the other limb of attack that there was no sufficient materials before the Central Government to form an opinion that affairs of the Company are being conducted in a manner prejudicial to the public interest. 43. Before we consider the above ground of attack laid by the counsel for the appellants, we need to first examine the expression "affairs of the company are being conducted in a manner prej....
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....he Company exists for its members and there is no public interest in functioning of the Company nor any public interest can be said to be prejudiced by the conduct of the affairs of the Company by its members and its General Council. Before we proceed further, we need to notice Section 26 of the Companies Act, 1913 under which the Company was registered. Section 26 of the Companies Act, 1913 contains a heading "association not for profit". Section 26 of the Companies Act, 1913 is as follows:- "26. (1) Every prospectus issued by or on behalf of a public company either with reference to its formation or subsequently, or by or on behalf of any person who is or has been engaged or interested in the formation of a public company, shall be dated and signed and shall- (a) state the following information, namely:- (i) names and addresses of the registered office of the company, company secretary, Chief Financial Officer, auditors, legal advisers, bankers, trustees, if any, underwriters and such other persons as may be prescribed; (ii) dates of the opening and closing of the issue, and declaration about the issue of allotment letters and refunds within the prescribed time; (iii) a....
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....n such manner as may be prescribed, the reports relating to profits and losses for each of the financial years immediately preceding the financial year of the issue of prospectus including such reports of its subsidiaries; (iii) reports made in the prescribed manner by the auditors upon the profits and losses of the business of the company for each of the five financial years immediately preceding issue and assets and liabilities of its business on the last date to which the accounts of the business were made up, being a date not more than one hundred and eighty days before the issue of the prospectus: Provided that in case of a company with respect to which a period of five years has not elapsed from the date of incorporation, the prospectus shall set out in the prescribed manner, the reports made by the auditors upon the profits and losses of the business of the company for all financial years from the date of its incorporation, and assets and liabilities of its business on the last date before the issue of prospectus; and (iv) reports about the business or transaction to which the proceeds of the securities are to be applied directly or indirectly; (c) make a declaration....
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....(b) specify any documents required by this section to be attached to the copy so delivered or refer to statements included in the prospectus which specify these documents. (7) The Registrar shall not register a prospectus unless the requirements of this section with respect to its registration are complied with and the prospectus is accompanied by the consent in writing of all the persons named in the prospectus. (8) No prospectus shall be valid if it is issued more than ninety days after the date on which a copy thereof is delivered to the Registrar under sub-section (4). (9) If a prospectus is issued in contravention of the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees and every person who is knowingly a party to the issue of such prospectus shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to three lakh rupees, or with both." 45. The statutory pre-condition for registration of a company under Section 26 of the Companies Act, 1913 is that it ha....
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....nnection with, any of the objects of the Company and in any way to transfer the same; f) to hire and employ Secretaries, Clerks, Managers, Servants and workmen, and to pay to them and to other persons in return for services rendered to the Company, salaries, wages, gratuities and pensions; g) to promote or hold either alone or jointly with any Association, Club or persons meetings, competitions and matches relating to polo, hunting, racing, tennis and other games, athletic sports and pastimes and to offer, give or contribute prizes, medals and awards, and to promote, give or support, dinners, balls, concerts and other entertainment; h) to establish, promote or assist in establishing or promoting and to subscribe to, or become a member of, any other Association or Club whose objects are similar or in part similar to the objects of the Company or the establishment or promotion of which may be beneficial to this Company, provided that no subscription be paid to such other Association or Club out of the funds of this Club except bonafide in furtherance of the objects of this Company; i) to invest and deal with the money of the Company not immediately required upon such securiti....
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.... other kind only after complying with such conditions as may be prescribed. (5) Where it is proved to the satisfaction of the Central Government that a limited company registered under this Act or under any previous company law has been formed with any of the objects specified in clause (a) of sub-section (1) and with the restrictions and prohibitions as mentioned respectively in clauses (b) and (c) of that sub-section, it may, by licence, allow the company to be registered under this section subject to such conditions as the Central Government deems fit and to change its name by omitting the word "Limited", or as the case may be, the words "Private Limited" from its name and thereupon the Registrar shall, on application, in the prescribed form, register such company under this section and all the provisions of this section shall apply to that company. (6) The Central Government may, by order, revoke the licence granted to a company registered under this section if the company contravenes any of the requirements of this section or any of the conditions subject to which a licence is issued or the affairs of the company are conducted fraudulently or in a manner violative of the o....
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....rejudice to any other action under the provisions of this section, be punishable with fine which shall not be less than ten lakh rupees but which may extend to one crore rupees and the directors and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than twenty-five thousand rupees but which may extend to twenty-five lakh rupees, or with both: Provided that when it is proved that the affairs of the company were conducted fraudulently, every officer in default shall be liable for action under section 447." 47. Admittedly, the Delhi Gymkhana Club was incorporated under Section 26(1) if the Companies Act, 1913. Although the word "sport" is not specifically included in sub-section (1) of section 26 but the use of expression "other useful object" is wide enough to include "sport" also. As noted above, the Memorandum of Association of the Delhi Gymkhana Club specifically in Clause 3(a) lists the object to promote "Polo, Hunting, Racing, Tennis, other games, athletic sports and pastime". The submission of learned counsel for the appellants thus cannot be accepted that objec....
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....hs 34 to 37 of the said judgment following was held by the Delhi High Court:- "34. Ordinarily no writ lies against a private party except a writ of habeas corpus vide Praga Tools Corporation v. C.V. Imanual and Others AIR 1969 SC 1306, Chander Mohan Khanna v. N.C.E.R.T (1991) 4 SCC 578, etc. 35. A writ will lie ordinarily only against a State or an instrumentality of the State, vide Federal Bank Ltd. v. Sagar Thomas and Others (2003) 10 SCC 733, Pradeep Kumar Biswas v. Indian Institute of Chemical Biology and Others (supra), General Manager, Kisan Sahkari Chini Mills Ltd, Sultanpur, U.P v. Satrugan Nishad and Others (supra) etc. 36. There is no averment in the writ petition that the AFSC satisfies the tests of a State under Article 12 of the Constitution of India as laid down in Ajay Hasia and Ors. v. Khalid Mujib Sehravardi and Ors 1981 (1) SCC 722, etc. There is no allegation that the AFSC is financed by the State Government or that there is deep and pervasive State control over the AFSC. 37. It is true that in some exceptional cases it has been held that a writ lies against a private body, but that is only where it is performing a public duty, vide Binny Ltd. v. Sadasiva....
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....es and runs a catering department, which provides food and refreshments not only generally but also for dinners and parties on special occasions. The club employs six officers (a Secretary, a Superintendent and four Accountants and Cashiers), twenty clerks and a large number of peons, stewards, butlers, gate-attendants, etc. Its catering department has a separate managerial, clerical and other staff. Altogether there are 194 employees. The affairs of the club are managed by a Committee elected annually. Two of the members of the Committee work as Honorary Secretary and Honorary Treasurer respectively." 53. Hon'ble the Supreme Court, after considering various judgments, held that Madras Gymkhana Club is not an industry, its activities cannot be described as manufacture and running of the club is not calling of its members and the managing committee. It was also held that it cannot be said that the Club has an existence apart from the members. The following was held in paragraphs 29, 30 and 32, which are quoted below:- "29. We cannot go by the size of the club or the largeness of its membership or the number or extent of these activities. We have to consider the essential characte....
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....oint of time. Thus it cannot be said that the club has an existence apart from the members." 54. The above case in no manner helps the appellants in the present case. The question in the present case is not as to whether the Delhi Gymkhana Club is an industry or not. The expression that "affairs of the Company are being conducted in a manner prejudicial to the public interest" as required under Section 241(2) is a entirely different expression and right given to the Central Government to apply for an order is also for an entirely different purpose. As noted above, under Section 241(1) of the 2013 Act right has been given to the Members to apply for an order under Section 241 after fulfilling necessary requirements under Section 244 of the 2013 Act and by the same Statute power has been given to the Central Government to apply for an order under Section 241. 55. The learned Counsel for the Appellant has also placed reliance on several judgments of the Hon'ble Supreme Court and one judgment of the Delhi High Court, which need to be noticed. 56. The learned Counsel for the Appellant has placed reliance on the judgment of the Hon'ble Supreme Court in Dr. K.R. Lakshmanan vs. State of....
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....persons to be permitted to manage the affairs of the Club. Even if the mismanagement on the part of the Club is assumed, it is not open to single out a club of the type for discriminatory treatment. May be that a race-club of national importance or of considerable importance in the State can be taken over in the interest of the State, but the Club is an ordinary race-club which has no impact whatsoever on the material resources of the community or the economic system of the State. There are no special circumstances or reasons to single out the Club as a class for the purposes of the impugned Act. Even if we were to accept the recitation in the Objects and Reasons that the company was being mismanaged, we are of the view that the Companies Act provides for ample machinery to deal with the mismanagement in the companies registered under the Companies Act. It is true that the presumption is in favour of the constitutionality of a legislative enactment and it is to be presumed that a legislature understands and appreciates the needs of its own people, but when on the face of the statute there is no classification and no attempt has been made to select an individual with reference to an....
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....f the Madras High Court in petitions filed under Article 226 of the Constitution by the Cosmopolitan Club, Madras, the Young Men's Indian Association, Madras and the Lawley Institute, Ootacamund challenging the proceedings relating to their assessment to Sales Tax under the Madras General Sales Tax Act, 1959, hereinafter called the "Act", for supplying food, snacks, beverages and another articles to their members or their guests. It was held by the High Court that each of these clubs could not be regarded as a "dealer" within the meaning of Section 2(g), read with Explanation I of the Act nor was any "sale" involved in the aforesaid activity of the club within the meaning of Section 2(n), read with Explanation I of the Act." 60. The Hon'ble Supreme Court in paragraphs 11 and 12 approved the conclusion of the High Court in following words: "11. The essential question, in the present case, is whether the supply of the various preparations by each club to its members involved a transaction of sale within the meaning of the Sale of Goods Act, 1930. The State Legislature being competent to legislate only under Entry 54, List II, of the Seventh Schedule to the Constitution the exp....
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....ercial Taxes to the Club, apprising it that it had failed to make payment of sales tax on the sale of food and drinks to the permanent Members, which was challenged before the Tribunal. The Tribunal accepted the plea of the Club and held that supplies of food, drinks and refreshment by the Club to its permanent members cannot be treated as 'deemed sales'. The above order of the Tribunal was not interfered with by the High Court and the High Court concurred with the opinion of the Tribunal against, which State of West Bengal filed the Appeal. The Hon'ble Supreme Court approved the view taken by the High Court and dismissed the Appeal filed by the State of West Bengal. The above judgment, which considered the question of levying of sales tax on the Club for supplying food and drinks etc. to its Member, has no bearing on the issues, which have been sought to be raised in the present Appeal. Hence, the said judgment also does not render any assistance to the Appellant. 63. Another judgment of the Delhi High Court, which has been relied by the Appellant is in the matter of Commissioner of Income Tax vs. Delhi Golf Club Ltd. - ITA No.1757 of 2010 decided on 30.03.2011. The Delhi Golf Cl....
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....various walks of life. Even the department all along after due examination had accepted that activity of the assessee as not for profit motive. In spite of this consistent finding of the department itself in the past, without any cogent reason, the AO has held that because the assessee was not maintaining separate books of accounts of such casual members it was a business income of the assessee not liable for exemption. As per the articles of the club, the casual members were allowed the usage of green to play the game of golf. The casual members were allowed to play at the club, when they are in Delhi. There is no finding by the AO to the effect that activities of the club during the year were not covered by the definition provided u/s 2 (15) i.e. Charitable purpose which includes relief of poor, educational and advancement of any other object of general public utility. In order to satisfy the requirement of being an "object of general public utility" within the meaning of section 2 (15) of the Act, it is necessary that the benefit should reach each and every person of the country or the state. It is sufficient if it reaches a sizable number of members of the Public. It is therefo....
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....being conducted in a manner prejudicial to the public interest, the Central Government is entitled to file an application under Section 241 of the 2013 Act. When the affairs of a Company are being conducted contrary to the Article of Association and the Company is not promoting the object for which it is incorporated, we are not persuaded to accept the submission of the learned counsel for the appellants that in affairs of the Club no public interest is involved. In the Inspection Report and the Supplementary Inspection Report, the Inspector had detailed the mismanagement in carrying the affairs of the Club contrary to Articles of Association, relevant detail facts with figures have been given as to how the General Council of the Club is violating the provisions of the Articles of Association with regard to membership of the Club. The NCLT in the impugned order has noticed relevant contentions of the parties. Certain part of the inspection report has also been noticed and extracted in the impugned order and after noticing the rival contentions of the parties and materials on record, findings have been returned by the NCLT that the affairs of the Club are not in accordance with the ....
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....n any event we find such a course of action deserves to be treated only as a method adopted to enhance the finances of the club for the benefit of the members at the cost of third party because the amounts were received as interest free refundable deposits. The increase in the number of members namely, Green cards and UCP which we find in Annexure-B & C of Volume-XIII clearly establish the allegation that the General Council has been increasing the numbers to enhance its revenue by way of registration fee and penalty which clearly is a case of breach of the MOA and the AOA. Annexure-H notice at volume V clearly establishes that even for dependents green cards are issued for the age 21 onwards upto the age of 56 years over and above, collecting penalty and this clearly establish a case of an intention to unjustly enrich themselves and grant membership so as to allow them to use club even though those persons failed to apply immediately on attaining the age of 21 years. The two reports and the answers given by the General Committee members make it evident that the affairs of the company have been mismanaged. The affairs of the company have not been properly handled besides being prej....
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....because though the initial complaint was received, the government proceeded to cause a proper enquiry and came to unearth a number of issues of mismanagement and manner in which the company was being run. One among the material is the report of M/s Deloitte Touche Tohmatsu India LLP. Therefore, the plea that the government acted with bias and in a pre disposition of mind has no basis. The plea that M/s Deloitte Touche Tohmatsu India LLP report is a draft report and it is unsigned was taken by the respondent but that was proved to be false by the petitioner by supplying a letter of the respondent company addressed to the individual members referring to very same M/s Deloitte Touche Tohmatsu India LLP.Report which report has highlighted various irregularities and mismanagement of the affairs of the company. In the present case it will be relevant to rely upon the decision referred to by Mr. K. Dutta, Ld. Sr. Counsel in the case of In Re: Bengal Luxmi Cotton Mills Ltd., reported in [1965] 35 CompCas 187 (Cal). He referred to para 138 which reads as follows: "In my opinion the allegations in the said paragraphs of the affidavit do not provide any ground for interference nor do they....
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....re very serious in nature and the gross abuse of that position to collect amounts in breach is a clear case where the Company requires to be wound up. However, the petitioner have only indicated in the prayer that the petition is filed for the purpose of correcting the respondent company in terms of the MOA and therefore, this Tribunal is of the view that at the present there is no requirement of passing an order for winding up. The documentation of inspection is voluminous and it may need further probe for in-depth understanding of the mismanagement of the Club over the period of time. Hence, the prayer in terms of final relief is justified. We, therefore, hold that it will be just and equitable to allow the prayer of the Union Government to nominate 15 persons to be appointed as Directors on the General Committee of the respondent no. 1 company to manage the affairs of the company in order to function as per the terms of the memorandum and Articles of Association. To conclude, we find that there is sufficient material for holding that it is a case of mismanagement for the affairs of the company and the general council members of each financial year have been propagating the s....
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.... Petitioners submit that in the present case the order of investigation is completely unreasoned, requisite opinion is not formed by the Central Government, there does not exist material/circumstances/fact necessitating investigation and is without any basis and is merely based on the ipse-dixi of the liquidator who has already filed an application under Section 66 of the Insolvency and Bankruptcy Code 2016 ("IBC"), which is pending adjudication." 67. The Division Bench of the Madhya Pradesh High Court in the said case after analysing the law, came to the following conclusions in paragraphs 35 and 36 of the said judgment which is as follows:- "35. Even Assuming that there was a requisite opinion formed by the Central Government, it is incumbent upon us to examine whether there exist material facts and circumstances to form such an opinion or weather such opinion correct has been formed on basis of irrelevant considerations or no material at all or on materials so tenuous, flimsy, slender or dubious that no reasonable man could reasonably reach such conclusion. 36. We are of the opinion that the opinion formed by the Central Government must not be based on a wholly irrelevant o....
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....judgment relied by the Counsel for the Union of India is in the case of Parmeshwar Das Agarwal vs. Additional Director reported in 2016 SCC Online Bombay 9276, which was also a case where investigation was directed under Section 212 (1)(c) of the 2013 Act. In paragraph 14 of the said judgment following was laid down:- "14. The petitioners have also instituted proceedings for the purpose of holding AGMs and that is how they filed a petition before the Company Law Board, Kolkata numbered as Company Petition No. 62 of 2012. The Company Law Board passed an order on 16th April, 2012, allowing AGMs for the Financial Years 2007-08 to 2010-11 to be held. However, on account of non-cooperation and non-supply of particulars of accounts relating to the Jharsuguda unit, the order of the Company Law Board could not be implemented. Though the AGMs were held, the annual accounts could not be approved. The meetings had to be adjourned sine die. It is then claimed that a round of complaints was commenced by the said Radha Krishan and his group. They approached the Registrar of Companies for the alleged non filing of DIN-3 as also non filing of accounts and annual returns after 2007. That was in r....
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....ublic interest. We thus do not accept the submission of the appellants that there was no public interest involved in carrying of the affairs of the Company and the Company is only for the benefit of its members and no public interest is prejudicially affected by the internal management and affairs of the Company. When a company is incorporated with an object, which is object of public interest, any impairment of such object in carrying out the affairs of the Company which do not truly promote the objects for which it has been incorporated, we fail to see any substance in the submission of the appellants that in managing the affairs of the Company/Delhi Gymkhana Club, no public interest is involved. 72. We thus answer the Question Nos.II, III and VI in the following manner:- (II) Requisite conditions precedent within the meaning of Section 241(2) of the 2013 Act in the application filed by the Union of India under Section 241-242 are met. (III) There were sufficient materials on record for formation of requisite opinion under Section 241(2) of the 2013 Act by the Central Government. (IV) The affairs of the Company/Delhi Gymkhana Club are being conducted in a manner prejudicia....
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....installation of duly elected Committee by conducting election within a time period. 75. We need to first examine as to whether the order impugned is an interim order under Section 241 (4) or a final order under Section 242. 76. As noted above C.P.-71(/241-242/PB/2020 was filed by the Union of India in March 2020, in which apart from main prayer, ad-interim relief was also sought for. Paragraph 3 of the impugned order, notices the prayers made in Company Petition. Paragraph 32 of the impugned order is as follows: 77. The reliefs sought by the Union of India in this petition are as follows: "PRAYER 32. That in light of the factual position detailed above and also in view of the emergent circumstances involved, it is most humbly prayed that the Hon'ble Tribunal be pleased to pass the following orders under Section 242 of the Companies Act, 2013: Ad-interim Reliefs a) That the General Committee of Respondent No. 1 Company be suspended, with immediate effect, and a Central Government nominated Administrator be appointed to manage the affairs of the Respondent No. 1 Company and such Administrator may report to this Hon'ble Tribunal on such matters as it may direct. ....
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....t it shall not proceed with construction or further construction on the site, it shall not make any policy decisions and it shall not make any changes to the Memorandum of Association or Articles of Association and it shall not deal with the funds received for admission of Members and it shall not conduct balloting until further orders. The GC is given liberty to carry day to day functions of the Club by using funds of it other than fee collected from applicants. All these directions shall remain in force until further orders." 79. Company Appeal (AT) No.95 of 2020 was filed by the Delhi Gymkhana Club against the interim order dated 26.06.2020 and Company Appeal (AT) No.94 of 2020 was filed by Union of India, challenging the same order. Both the Appeal(s) were heard by this Appellate Tribunal and disposed of by the common judgment dated 15.02.2021. This Tribunal upheld the order of NCLT dated 26.06.2020. Further, while considering the last limb of issued raised in Company Appeal (AT) No.94 of 2020 in regard to interim relief granted in terms of impugned order regarding suspension of General Council and appointment of an Administrator, this Appellate Tribunal held following in para....
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....e Tribunal (in short, "NCLAT").". In the same order dated 30.09.2021, the Hon'ble Supreme Court made following observations: "Needless to observe that rejection of these appeals does not mean that the NCLT can decide the matter(s) on the basis of prima facie finding/opinion recorded by itself and by the NCLAT in the impugned judgment(s). Those findings/observations shall not come in the way of any party. Instead, the NCLT must decide the entire matter(s) afresh on all contentions available to both parties without being influenced by any findings and observations in the earlier decision or the fact of rejection of these appeals." 81. The order impugned dated 01.04.2022 has been passed by the NCLT, consequent to the order of the Hon'ble Supreme Court dated 30.09.2021. Further, extension of four weeks' time was granted by the Hon'ble Supreme Court by a subsequent order. Thus, it is clear from the order of the Hon'ble Supreme Court that direction was issued by the Hon'ble Supreme Court to NCLT to take a final decision and decide the entire matter as per the observations extracted above in the order. Hence, the order passed by the NCLT on 01.04.2022, is thus, a final order, which has....
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....itted by Club in response to summons issued to the Members and Office bearers. The Petition, which was filed by the Union of India under Sections 241 and 242 is a detailed petition, containing pleading with reference to Inspection Report and Supplementary Inspection Report. The NCLT has sought reply from the Club. The NCLT noted the submissions of the parties and the materials on record and has returned its detailed finding under the heading "Findings of the Tribunal", which findings, we have already extracted above. 85. It is further relevant to notice that the order impugned also contain discussion by the NCLT on different aspects. Paragraph 16 of the impugned order reads - "Major Issues Identified for consideration by this Tribunal". In paragraph 16A under the heading "Violation of Memorandum of Association and Articles of Association and Financial Irregularities- Mismanagement", following has been captured by the NCLT: "16. Major Issues Identified for consideration by this Tribunal. A. VIOLATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION IRREGULARITIES- MISMANAGEMENT AND FINANCIAL In the course of the inspection of the company the statement of Income & Ex....
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....rity deposit etc., for permanent non govt. Members the entrance fee is Rs. 25,000/-, registration fee is Rs. 7,50,000/-, additional registration fee is Rs. 10,65,000/- besides other amounts, for Green card granted to Member's of children, the registration fee is Rs. 1,50,000/-,for UCP i.e. Green card 104 holder for up-gradation, entrance fee is Rs. 10,000/-, additional registration fee is Rs. 1 ,50,000/- from UCP to permanent, entrance fee is Rs. 15000 /- and additional registration fee is Rs. 1 ,50,000/- . Similarly for lady subscriber Govt. category entrance fee is Rs. 10,000/-, registration fee is Rs. 1,00,000/-,for lady subscriber non govt. category registration fee is Rs. 2 ,00,000/ , entrance fee is Rs. 10000 /- for divorcee additional registration fee is Rs. 6 ,00,000/- , for eminent Members namely Judges of High Court and Supreme Court and Civil Service officers, entrance fee is Rs. 10000 /- additional fee is Rs. 1 ,50,000/- This chart is Para 13.2 of this order. From this it is evident that the company has been receiving this registration fee which is not contemplated under AOA. All that is provided for is entrance fee, the AOA has not been amended, which is a violatio....
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....ry out the objects of the Company. Following are the observations in the Supplementary Inspection Report: "Observation on facts: The above mentioned Tables referring to the Income & Expenditure of the company Indicates that the company has earned an income of Rs 51.81 crores, Rs. 56.35 crores, Rs. 50.18 crores, Rs. 65.90 crores and Rs. 86.20 crores during the period from 2014-15 to 2018-19 respectively. Of the total income earned in the respective financial years, there is no income directly from sports during the said period which could have been made by seeking sponsorships and endorsements, holding sports events, spectators' fees of the events, sale of sports items, etc. This reflects that the management or the General Committee of the company are not able to generate any income for this company on account of sports which is a major objective of the company and for which lease of land was allotted by the Ministry of Urban Affairs in the year 1928 (at Annexure 13). Similarly, a bare look at the expenses for the said period indicates that the company has incurred a total expenditure Rs. 46.42 crores, Rs. 50.84, Rs. 49.26 crores, Rs. 55.63 crores and Rs. 70.16 crores f....
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....eral Committee hereinafter mentioned may, whenever the expansion of club required it, register an Increase of permanent Members upto 5600. Vice Patrons 3. The President of India shall be invited to become the Patron of the Club. The General Committee may, from time to time, invite other distinguished persons to become Vice Patrons or Honorary Members. Class of Members 4 (1) There shall be the following classes of members namely :- (a) Permanent members (b) Garrison members (c) Temporary members (d) Casual members (e) Special Category Members (EGM dated 4th May 96) Qualifications for Membership (2) Any individual not less than 21 years of age shall be eligible for membership; Provided that :- (a) only officers in units of Delhi garrison may become Garrison Members; (b) only temporary residents of Delhi may become Temporary Member, (c) only persons ordinarily resident out of Delhi may become casual members. (d) upto three persons occupying top managerial positions in Companies and Corporate bodies which have a turnover in excess of Rs. 100 crores, and who have been designated at the time Special category membership is sought may, at the discretion o....
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.... The entrance fee for UCPs of members sons/daughters will in all cases be Rs. 10,000/-. 13. (1a) Provided that no entrance fee shall be payable in the case of the widow of a deceased permanent member who applied to be admitted as a Lady Subscriber within two years of her husband's death. 13. (1b) The entrance fee for Special Category membership shall be Rs. 15 Lakhs for upto two designated user, and an additional Rs. 7.5 Lakhs for a third such user, payable in advance and in lump sum by the Company or Corporate Body granted such membership, for the entire validity 'period of 10 years. (2) The following shall be the rate of monthly subscription for all members: Monthly 1. Permanent (married or single) *(a) Members below 65 years of age Rs. 400/- *(b) members 65 and 80 years of age Rs. 250/- (c) members 80 years and above and Nil (d) members of 90 years and above Nil 2. Temporary membership (Married or single) Rs.3000/- *3. Lady Subscribers Rs. 400/- 4. Special category member of each designated user Rs. 250/- 13 (2a) The monthly subscription in respect of Special Category Members shall be pay....
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....ntary Inspection Report and with regard to Green Card Holders, detailed observations have been made, observing that the Green Card Holders, which are not contemplated in the Article of Association, number of Green Card Holders ranged from 4000 to 5333 from 2015 to 2019. It is not necessary for us to refer to detailed Report with regard to Green Card Holders as captured in the Supplementary Inspection Report. With regard to Green Card Holders, following are observations in paragraph (e) at page 904 of the reply of Respondent No.1: "(e) Thus, the GC for each financial year after 2014-15 had knowledge of all the irregularities and violations done in the past while giving the memberships of the Club and the same got continued in the coming years. In spite of having knowledge of the Irregularities and violations, every year the new GC appointed by the Club violated the Articles of the Company by exceeding their powers in a new way. Knowingly, the GC for each year continued the practice of inviting new applications for membership by paying membership fees in the name of registration fee, additional registration fee, processing fee, etc. in addition to entrance fees. The practice of G....
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....e forwarded, have been dealt by the Ministry in detail in Supplementary Inspection Report, which is filed as Annexure R-5 to the reply filed by Union of India, which contains detailed observations after examining the reply of the Company and the facts. The NCLT has also returned its finding as noted above, opining the violation of Memorandum of Association and Article of Association, along with financial irregularities and mismanagement. We, thus, are unable to accept the submission of the Appellant that no findings have been returned by the NCLT while exercising jurisdiction under Sections 241 and 242. 95. The next limb of submission of the Appellant is that NCLT by the impugned order delegated its jurisdiction to the Fifteen Members Committee and has abdicated its jurisdiction, which was required to be exercised by the NCLT itself. The operative portion of the order has already been extracted above in paragraphs 2 and 3. In direction 2 and 3, following have been directed: "2. Such directors so appointed as above will file a report with this Tribunal, once in three months or whenever required. 3. They are directed to take all actions for restructuring the Respondent No.1-Comp....
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....n'ble Supreme Court considered the object and purpose of exercise of jurisdiction under Sections 241 and 242 by the NCLT. The Hon'ble Supreme Court held in the above judgment that "...the court is ordained, generally to pass such orders "with a view to bringing to an end the matters complained of"". The Hon'ble Supreme Court further made following observation - "Therefore, at the stage of granting relief in an application under these provisions, the final question that the court should ask itself is as to whether the order to be passed will bring to an end the matters complained of." 99. Thus, the principal objective of order under Sections 241 and 242 is to pass order with a view to bringing to an end the matters complained of. Thus, the proceeding under Sections 241 and 242 is to take remedial action. The affairs of the Company, which are being conducted to the prejudicial to the public interest, should be remedied to protect the public interest, has to be the objective of the Court in proceeding under Sections 241 and 242. The order was passed by the NCLT on 01.04.2022 and more than two and a half years have been elapsed from passing of the order and Fifteen Members Committee (....
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....ad directed that in event the NCLT is unable to decide the main petition within the time allowed, Administrator may take steps for installing a duly elected Committee after four months. It is true that the NCLT disposed of the matter within the time allowed by the Hon'ble Supreme Court from time to time. However, as noted above, after passing of order dated 01.04.2022, more than two and a half years have elapsed. One of the limbs of challenge of the Appellant is that the order of NCLT dated 01.04.2022, superseding the General Council is for indefinite period and the NCLT, ought to have directed a course of action for bringing an end to matters complained of. It is contended that neither any time limit was prescribed for completing the process by Fifteen Members Committee to bring an end to the affairs prejudicial to the public interest complained of and the Fifteen Members Committee cannot be allowed to continue indefinitely. We find substance in this submission of the Appellant. The object of Fifteen Members Committee under Sections 241 and 242 is to bring an end to the matters complained of. A period of two and a half years have already elapsed, during which the Fifteen Members C....
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....n Delhi. (3) Printed lists of members who are willing to serve on the Committee shall be posted in the Club for atleast ten days before the General Meeting; a ballot box shall be placed near the said list, and members may vote by placing, or causing to be placed a list of not more than sixteen names in the ballot box, which list shall be signed by the member voting. The ballot Box shall be closed eight hours before the start of the General Meeting. The General Committee shall appoint two members to scrutinize the voting papers and result shall be declared at the meeting. (4) Permanent vacancies in the General Committee or in the office of the President occurring during the year shall be filled by the General Committee as soon as practicable. (5) If the President or a member informs the General Committee of his intention to be absent. from Delhi for more than one month, the General Committee may in their discretion fill the temporary vacancies so arising. (6) All acts done by the General Committee or by any sub- Committee appointed by the General Committee shall, notwithstanding that it be afterwards discovered that there was some defect in their appointment or procedure, be....
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....assed in IA filed by Respondent No.18 in the present Appeal being Diary No.910110/10688/2024. 106. The present proceedings arises out of the Application filed by Union of India under Section 241 and 242. Prayers are quoted in paragraph 32 of the Application, which are as follows: "PRAYER 32. That in light of the factual position detailed above and also in view of the emergent circumstances involved, it is most humbly prayed that the Hon'ble Tribunal be pleased to pass the following orders under Section 242 of the Companies Act" 2013: Ad-interim Reliefs a) That the General Committee of Respondent No. 1 company be suspended" with immediate effect, and a Central Government nominated Administrator be appointed to manage the affairs of the Respondent No.1 company and such Administrator may report to this Hon'ble Tribunal on such matters as it may direct. b) That immediate ban be implemented on acceptance of any further new membership applications and feesor any enhancement thereof. by the Respondent No.1 company, till the time the pending/ waitlisted applications are disposed of as per the order of this Hon'ble Tribunal. c) That the Petitioner be permitted to serv....
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....s in appropriate forum and in appropriate proceedings. 108. Coming to the witness protection as was prayed by Respondent No.18 as well as Ms. Niji Sapra during oral submission. It is seen that Col. Ashish Khanna himself has filed a copy of the order dated 29.05.2024 passed by Metropolitan Magistrate-01, New Delhi District in Complaint Case No.959/2021 filed by Col. Ashish Khanna, where with regard to witness protection, following observations have been made: "... A Senior Officer or team of Officers, may be deputed to enquire into the allegations of coercion and threat on employees of Delhi Gymkhana Club and witnesses may be examined afresh. Furthermore, the complainant and the witnesses are at liberty to approach the Witness Protection Cell, New Delhi District for dealing with the aspect of protection and suitable measures for alleviating their concerns. Let a copy of this order be given dasti to the applicant and also be sent to the officers indicated above. Application stands disposed-of in the aforesaid term." 109. With regard to witness protection, liberty having been granted to approach the Witness Protection Cell, New Delhi District for dealing with the aspect of protect....