Case Law Details
Naresh Dayal & Ors. Vs Delhi Gymkhana Club Ltd. & Ors. (Delhi High Court)
The present suit has been filed by seven plaintiffs who are all members of defendant No.1 Club in a representative capacity claiming that they are the permanent members of defendant No.1 which has 5553 permanent members, about 4925 person enjoy the facility of the defendant as Green Card holder and about 2305 persons and their spouses and children have been registered as UCP. Claim of the plaintiffs is that the defendant Club which is a non-profit Company by Guarantee was incorporated in 1913 and as per Clause 4 of the Articles of Association, membership of the Club is classified in five categories, i.e., Permanent, Garrison, Temporary, Casual and Special Category. The waiting list of permanent members has been sub-classified into two categories, Government and Non-Government which is in the ratio of 50:50. The total approved Permanent membership is 5600. Besides the membership, the facilities of the Club can be enjoyed by the spouse and dependent members wherein children of the member below the age of 21 years are considered as dependent members. Children of the member up to the age of 13 years can utilize the facilities of the Club when accompanied by the parents and between 13 to 21 years, can utilize the facilities independently. Children of the member attaining the age of 21 years may continue to use the facilities of the defendant Club after applying for permanent membership in which case they are issued a Green Card despite the fact that no concept of Green Card is provided in the Articles of Association of the defendant nor does the same appear from the White Paper issued in October, 2014. Defendant No.1 extends the facility of issuing Green Card only to those children who enjoy the facilities of Club while being minors, however, the defendant No.1 denies the said Green Card to those children who did not enjoy the facilities of the Club as minors. According to the plaintiffs denying Green Card to a class of members is acting inequitably and the defendant No.1 seeks to interpret Article 13 (3) (b) only for the benefit of a section of permanent members.
In view of the averments as noted above, in the present suit the plaintiffs have inter alia prayed for a decree declaring Clause 13 (3) (b) of the Articles of Association of defendant No.1 to extend Green Card to the children of all the permanent members irrespective of their age, consequential relief of issuance of Green Card to the children of all permanent members whether they had used the facilities of the Club or not as minors, restraining spouse/children of Green Card holders from enjoying access to the facilities of the defendant No.1, declaring membership of all those persons who have acquired permanent membership during the process of UCP as illegal and void, declaring the resolution passed by the GC on 4th November, 2015 approving issuing of dependent cards and Green Cards to the children of UCPs as also upgrading of Green Cards to UCP as illegal and void.
Grievance of the plaintiffs is the manner in which Article 13 (3) (b) of the Articles of Association of the defendant No.1 is to be interpreted resulting in a situation where children of members who use the Club below the age of 21 years not only become dependent members but are given Green Cards as well, and on the basis of the said Green Cards not only they but their spouses and dependents are also permitted to enjoy the facilities of defendant No.1 Club barring category of permanent members whose children did not enjoy the facilities of the Club before the age of 21 years as dependent members. According to the plaintiffs, this interpretation creates an inequitable classification, therefore, the plaintiffs seek the consequential relief.
No doubt the Division Bench of Calcutta in Prasanta Kumar Mitra (supra) held that the term ‘including’ in Section 434 (1) (c) of the Companies Act has to be given a broad interpretation, however, the said interpretation would not include issues which are not within the jurisdiction of the NCLT. Section 434(1)(c) of the Companies Act directs transfer of all cases pending in District Courts and High Court to NCLT, subject to the NCLT having jurisdiction in terms of Section 241 of the Companies Act and being barred under Section 430 of the Companies Act. Section 434(1)(c) even if expansively interpreted cannot confer jurisdiction in the NCLT to decide matters which it is not empowered in terms of the Companies Act.
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