Dinesh Pujara & Ors vs Madras Race Club & Anr

Company Appeal (AT) No. 367 of 2019 (Arising out of order dated 24.09.2019 passed by National Company Law Tribunal, Chennai Bench in CP/31/2017 with CA/196/2017 with I.A/244/2018)

IN THE MATTER OF: 1.Mr. Dinesh Pujar, S/o D.Vengappa 366: 1st Stage Police layout Nethaji Nagar Alanahalli Mysore : 570 028 ...Appellant No.1

2.Mr.Dinesh Mathias, S/o Dr. Jayaseelan Mathias 124, Mayston, Grays Hill, Coonoor - 643 101 ... Appellant No.2

3.Mr. Praveen Krishnan, S/o N.Krishnan 'A' Block, No.503, Chartered Beverly Hills, Gubbalala, Subramanyapura Post, Uttarahalli Hoobli, Bangalore - 560 061 ... Appellant No.3

4.Mr.T.C.Venkataramani, S/o Late T.K.Chandramouliswaran Address:47/1, Anuraag, 13th Cross, 3rd Main road, Vayalikaval, Bangalore - 560 003 ...Appellant No.4

5.Mr. TK Kamesh S/o N.Krishna No.82/A, Kempstowe Enclave, Club road, Ooty - 643 001 ... Appellant No.5

6.Mr. K.Manoj Kumar, S/o Krishnappa No.102, Ramakrishnappa road,

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 2

Cox town, Bangalore - 560 005 ... Appellant No.6

7.Mr.Suraj Ramjee, S/o S.Ramasubramanian 'Swagatham', Havelock road, Next to Hill woods School, Ooty - 643 001 ... Appellant No.7

8.Mr. P.Pradeep, S/o Puttuswamy No.970/1, Wood Cock road, St.Marys Hill, Ooty - 643 001 ...Appellant No.8

9.Mr. S.Ramasubramaniam, S/o Late Santhanam, 'Swagatham' Havelock Road, Next to Hill woods School, Ooty - 643 001 ...Appellant No.9

10.Mr.R.Seethapathy, S/o Late. T.SRamasubramanian No.2, Syndicate Bank Colony, 1st Street B.V.Nagar, Adyar, Chennai 600 005 ... Appellant No.10

11.Mr. Vinod Singhvi, S/o Grickhabchand Jain, No.50, Pillaiyar Koil Street, Triplicane, Chennai - 600 005 ... Appellant No.11

12.Mr. Sujay Chandrahas, S/o Boloor Chandrahas, D601, royal Classic, Link road, Next to Citi Mall, Andheri West, Mumbai - 400 053 ...Appellant No.12

13.Mr.Praveen Bora

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 3

S/o Sampath Bora, Mr.OCM 74, Commercial Road, Ooty 643 001 ... Appellant No.13

14.Mr.K.Gopi S/o Krishnappa, No.11 LIG 1st Main Road, 2nd Stage, KHB Colony, Bashaweshwera Nagar, Bangalore - 560 079 ...Appellant No.14

15.Mr.D.V.Gangadhara Bharathi, S/o Late V.Venketesulu, No.1681, 2nd Cross Anikethana Road, North Kuvempu Nagar, Mysore - 570 023 ... Appellant No.15

16.Mr. N.Padmanabhan S/o S.Neelakandan, No.250 D, Royal House, Wood Cock Road, Ooty - 643 001 ... Appellant No.16

17.Mr.Srikanth Badruka, S/o Onkarlal Badruka No.503, ABK Olbee Plaza, Banjara Hills, Hyderabad - 500 034 Telengana ... Appellant No.17

18.Mr.Thomas Iype, S/o P.O.Iype No.222, Defence Colony, Chennai - 600 032 ...Appellant No.18

19.Ms.S.Rohini Iyengar, D/o.Late Srinivas Iyengar No.4, 9th Main, 9th Cross, 2nd Block, Jaya Nagar, Bangalore - 560 011 ... Appellant No.19

20.Mr.Karthik Balakrishnan,

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 4

S/o N.Balakrishnan, No.23/302. Bollineni Hill Side, Perumbakkam road, OMR Sholinganallur, Chennai - 600 126 ... Appellant No.20

21.Mr. Mohan Raje S/o Late T.K.Devarje Urs No.105, 4th Main, 3rd Stage Gokulam, Mysore - 570 002 ...Appellant No.21

22.Mr.Ajith V.Shetty, S/o V.Shetty, G2, Sona Palace, No.34, Morris road, Richmond Town, Bangalore - 560 025 ...Appellant No.22

23.Mr.B.Jaikishan Gark, S/o C.Baskarlal, 113, Butt Road, St.Thomas Mount Chennai - 600 016 ...Appellant No.23

24.Mr.S.Harish Kumar S/o C.Shyam Sundar, 107, Butt Road, St.thomas Mount, Chennai - 600 016 ... Appellant No.24

25.Mr.S.Dheeraj Kumar, S/o C.Shyman Sundar, 107, Butt Road, St.Thomas Mount, Chennai - 600 016 ...Appellant No.25

26.Mr.B.Sunil Agarwal S/o C.Baskarlal, 113, Butt Road, St. Thomas Mount, Chennai - 600 016 ...Appellant No.26

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 5

27.Mr.Ajay Kumar S/o C.Rajendar Kumar 3/36, Mount Poonamallee Road, St. Thomas Mount, Chennai - 600 016 ...Appellant No.27

28.Mr.R.Pradeep Kumar S/o C.Rajendar Kumar 3/36, Mount Poonamallee Road, St. Thomas Mount, Chennai - 600 016 ...Appellant No.28

Vs.

1.M/s.Madras Race Club Post Box No. 2639 Race Course Guindy, Chennai- 600 032 ... Respondent No.1

2.M.Muthukaruppan, No. 7 Rosary church road, Mylapore, Santhome Chennai - 600 004 Respondent No.2

AND

Company Appeal (AT) No. 332 of 2019

IN THE MATTER OF: 1.R.D RAMASAMY Son of Duraimanickam, No.3/45, Sadaiyamangalam, Ponbethi Post, Avudayarkoil Taluk, Pudukkattai District, Tamil Nadu - 614 291 ...Appellant No.1

2.MageshKumar M. S/o R.Munusami,

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 6

No.5/17, Velacheryi Road, Little Mount, Chennai - 600 015 Tamil Nadu ... Appellant No.2

Vs.

1.M/s.Madras Race Club Post Box No. 2639 Race Course Guindy, Chennai- 600 032 ... Respondent No.1

2.M.Muthukaruppan No.7 Rosary Church Road Mylapore, Santhome, Chennai - 600 004 ... Respondent No.2

Present:

For the Petitioner : Mr.D.Sreenivasan with Mr.G.A Ananda Selvam and Ms. G.Kanimozhi, Advocates.

For the Respondent : Mr.Murali Raghavan, Sr. Advocate with Mr. Ajith S.Ranganathan, Ms.Preeti Mohan And Mr. Rohit Rajershi, Adocates.

(29TH MAY, 2020)

DR. ASHOK KUMAR MISHRA, TECHNICAL MEMBER

1. The above stated appeals are arising from the order of National Company

Law Tribunal, Chennai Bench ('for short the Tribunal') dated 24.09.2019.

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 7

2. The impugned order dated 24.09.2019 passed in CP No.31/2017 with CA

196/2017 with IA/244/2018 against the Respondent club i.e. Madras Race

Club. This is a detailed order directing apart from other issues the

followings:

i. Directed the Respondent Club to convene and hold its Annual General Meeting for the years ending 2016 to 2019, the Bench also appointed Hon'ble Justice R.S.Ramanathan (retired Judge of the Hon'ble High Court of Madras) as the Independent Chairman for conducting all AGMs after issuing relevant notice in accordance with the Companies Act both by way of registered post with acknowledgment due and also by e-mail. The notice shall be published in newspaper in English in Hindu and in Vernacular i.e. Tamil (Dina Thanthi).

ii. The Bench has also directed that the Chairman shall appoint two scrutinisers and also be fix the quorum at 200 members. In case the quorum is not completed at the designated time, the "AGMs" will be adjourned for half an hour, thereafter, the Members of the Company present shall be deemed to constitute the quorum. iii. Although, the Petition was filed in National Company Law Tribunal under Section 97 of the Companies Act to convene Annual General Meeting of the Company for consideration of Financial Statements, appointment of Member of the Committee of management, appointment of Statutory Auditors and other matters as required in terms of the Companies Act, and Article of Associations of the Madras Race Club and also to provide any ancillary or consequential directions as Tribunal deems fit.

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 8

3. This National Company Law Appellate Tribunal in Company Appeal (AT)

No. 71 of 2018 and No.87 of 2018 vide its order dated 3 rd April, 2018

remanded the matter to the NCLT Chennai Bench to decide the case on

merit after notice to the parties who may be affected. It was also stated that

if the report submitted by Hon'ble Justice K.P.Siva Subramaniyan a

Retired judge of the Hon'ble Madras High Court, who has been appointed

by the NCLT to conduct an enquiry, if his report is accepted, in such case

the persons who have been shown to have not complied with the

requirements and if they are debarred from taking part in the AGM be given

notice, if necessary by paper publication. Pursuant to the said direction

notices were issued by the Madras Race Club in accordance with the

directions of the Bench, publication affected in newspapers, a total of 179

persons sought to intervene in the proceedings before the Tribunal. It was

also submitted that these 179 persons who even chose to intervene after

several notices affected by the club pursuant to the proceedings pending

before the NCLT and who in fact advance their objections and were heard

by the NCLT. Hence, the question of any individual who were not an

intervener before the NCLT seeking to challenge the impugned order does

not arise. However, in the second appeal a total of 8(eight) persons were

not even intervener during the hearings before the NCLT and these persons

do not even have the necessary standing to file the second appeal to

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 9

establish their claims to membership. This itself is sufficient to dismiss the

Application.

4. It was stated by the appellant that Madras Race Club ('for short MRC') has

two set of members Club Members and Stand Members. Only Club

Members have the right to vote at AGM and the present appeal relates to

rights of the Club Members.

5. The Appellants have also stated that they came to know in the year 2016

that there were several irregularities and discrepancy in the membership

data base of the Club. There are 1200 club members approximately out of

which 924 members were admitted between 2000 to 2015.

6. It is pertinent to mention that Madras Race Club was incorporated as a "not

for profit company" under Section 26 of the Companies Act, 2013 and as

per its objects contained in its Memorandum and Article of Associations,

Madras Race Club (for short MRC) has to utilitise its profit and other

incomes for promoting its objects. The affairs of MRC is managed by

Management committee comprising of 12 members and they are liable to

retire by rotation. However, to serve the public interest the Govt. of Tamil

Nadu had appointed 4 Management Committee Members who shall not

retire by rotation.

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 10

7. The Appellants have submitted that they were issued a club membership

card signed by Additional Secretary of MRC and have paid annual

subscription and other charges.

8. The Appellants have also submitted that out of 635 Club Members who are

ordered to be removed from the registered of the members by MRC were

issued identity card with distinctive memberships number by MRC, have

paid annual subscription for 10 to 15 years, annual usage charges,

proportionate electricity and water charges etc. and their names were

included in list of members filed with Registrar of Companies (for short

ROC) and they were entitled to participate and vote in at AGM.

9. The MRC had commissioned a special investigation audit by an

Independent Auditor viz. Brahmayya & Company Chartered Accountant

in the year 2016; this was done in order to recover the dues and large

number of irregularities observed in MRC. Thereafter, the NCLT Chennai

directed that notices issued to the person who were identified as being in

default in Chartered Accountant report and also appointed Hon'ble Justice

K.P.Siva Subramaniyan a retired Judge of the Hon'ble Madras High Court

to conduct a further independent enquiry to determine the genuineness of

the members of the MRC. The Hon'ble Justice K.P.Siva Subramaniyan a

retired Judge of the Hon'ble Madras High Court identified 5 person out of

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 11

640 as genuine members and thereafter NCLT passed the order directed

the AGM be held by issuing notice only to the genuine members then this

Appellate Tribunal in Company Appeal (AT) No. 71 of 2018 dated 3 rd

April, 2018 for limited purpose of issuing notice to those person aggrieved

by the report of the learned Retired Judge. It is also observed that the cut

off year 2000 to 2015 is based on Independent Audits Report. It is also

observed that out of total membership of 1245, 924 members were

allegedly admitted during this period from the audit report and from the

enquiry conducted by Hon'ble Justice K.P.Siva Subramaniyan a retired

Judge of the Hon'ble Madras High Court. It is very clear that these 635

have not paid the entrance fee.

10. On the intervention of NCLAT, MRC was agreeable to offer the appellants

in both the Company Appeals as Stand Member but they refused.

11.Hence, we agree with the order of NCLT Chennai with an amendment that

let the AGM 2018-19 to additionally consider also inter alia the issue of

paying entrance fees along with interest at State Bank of India fixed deposit

rate for the years of delay in payment. In order to have a clarity that the

AGM be held for the years 2015 -16, 2016 -17, 2017 -18 & 2018-19 within

a period of next two months from the date of this order based on the

genuiness of the members as identified by Independent Auditors Report,

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019 12

followed by the scrutiny Hon'ble Justice K.P.Siva Subramaniyan a retired

Judge of the Hon'ble Madras High Court. Hence, we uphold the order of

NCLT with above modifications.

(Justice Jarat Kumar Jain) Member (Judicial)

(Mr. Balvinder Singh) Member (Technical)

(Dr. Ashok Kumar Mishra) Member(Technical)

RK

New Delhi

Company Appeal (AT) No. 367 of 2019 & Company Appeal (AT) No. 332 of 2019