Ramjas Foundation v. Shubra Gupta and Others

16. He submits that it is not in dispute that the trustee Sh. Arun Shankar Goela has not participated in any meeting for more than two decades and trustee Sh. Rajiv Chawla is neutral. Thus, the group of the plaintiff Foundation, in effect, has five trustees and the defendants are only two, which constitutes a majority.

17. He further submits that it is clear that the majority members had expressed their no confidence in the previous office bearers i.e. defendant nos. 1 to 3.

18. He submits that the then Secretary duly communicated with the then President i.e. defendant no.1 vide letter dated 24.08.2023 for fixing a date to conduct the 102nd AGM. However, the defendant no. 1 vide letter dated 18.09.2023 instead of fixing a date, showed desire to hold an informal meeting on 15/l[6] November 2023. The then Secretary replied vide letter dated 26.09.2023 that there is no provision to hold informal meeting and intimated that the AGM can be held at 3pm on the proposed date by defendant no 1. Thereafter, the then Secretary issued a Notice dated 12.10.2023 for calling the 102nd AGM on 17.11.2023.

19. Mr. Alok Kumar further submits that the majority of trustees/members i.e. 5 out of 9 also wrote a letter dated 27.10.2023 to the then President / defendant no. 1 to refrain from resorting to illegal activities and that the 102nd AGM will be held on the scheduled date i.e. on 17.11.2023.

20. He submits that all the requirements in terms of MoA were complied with. A thirty (30) days advance notice was duly given to all the members of MCRF as per Clause 4 of MoA. Likewise, the quorum as contemplated in Clause 7 of MoA i.e. 1/4th of the members of the Board, was complete on 17.11.2023, as five members out of nine had attended the 102nd AGM.

21. He submits that the minutes dated 17.11.2023 of 102nd AGM, has not been challenged by the defendant nos. 1 to 3 till date, therefore, the same has attained finality. He adds that post 17.11.2023, the defendant nos. 1 to 3 had ceased to be the office bearers of the plaintiff Foundation.

22. Lastly, he submits that the defendant nos.[1] to 3, faced with the minority position, had called an illegal SGM on 02.12.2023 despite being aware that after the mandate of 102nd AGM, the defendant no. l was not the President and had no authority to convene such meeting. Further, the essential requirement of Clause 9 of MoA was not followed in calling the SGM nor admission of new members was part of the agenda. Even the admission of new members in the SGM held on 02.12.2023 was in total disregard to Clause 2(c) of the MoA, in as much as minutes of the aforesaid meeting shows that only three trustees were present on 02.12.2023.

23. Mr. Alok Kumar relies on the decision of the Hon’ble Supreme Court in Swati Ulhas Kerkar v. Sanjay Walavalkar, (2021) 14 SCC 57, to contend that the Board of trustees / managing committee was lacking the confidence of the majority members, therefore, it could not have admitted new members. He, therefore, urges that the interim relief as prayed by the plaintiff may be granted.

24. Per contra, Mr. Sachit Jolly, the learned counsel for the defendant nos. 1 and 3 submits that the alleged 102nd AGM held on 17.11.2023 is patently illegal and void ab initio for the following reasons: i. The said meeting was called by one Mr. Mahendra Kumar Chawla purportedly acting as Hony. Secretary of the Board of the plaintiff Foundation, however, he was not a validly appointed member of the Board since as per the records he has not deposited an amount of Rs. 5,000/- in terms of Clause 2(b) of the MoA. This fact is also duly recorded in the legal notice dated 08.11.2023 issued by the defendants, minutes of 101st SGM held on 02.12.2023 and letter dated 18.11.2023 issued by the defendant no.3. However, Mr. Jolly also fairly stated that this fact is in dispute; ii. The 102nd AGM (OGM) was held without the presence of the President as required in terms of Clause 9 of the MoA, contrary to the convention consistently followed by the plaintiff Foundation since its inception; iii. In the past also OGMs have been deferred due to nonavailability of the Chairman and there was no real hurry to hold the meeting on 17.11.2023 considering the fact that the defendant no. 1 had sought time to attend her ailing husband; iv. The presence of the chairman in the OGM is necessary since the OGM is held to elect the Chairman and other office bearers, wherein the Chairman has a casting vote in terms of Clause 12 of MoA.

25. Mr. Jolly further submits that the case set up by the plaintiff that the majority of the members of the plaintiff Foundation wanted a change, therefore, the decision of the majority needs to be respected, is misconceived. Elaborating on his submission, he submits that as on 17.11.2023, there were 11 members, out of which only 05 voted in favour of a change, whereas, other 06 had so not voted. Further, out of 05 members who voted in favour of change, there is a serious challenge to the eligibility of one of the members namely, Mr. Mahendra Kumar Chawla. Therefore, neither 05 nor 04, out of 11 members constituted majority.

26. He submits that the fact that 05 out of 11 Members were in favour of one group is a matter of trial and cannot be proved through cursory glance over the minutes of the meeting. In the past, all members including the 05 Members had unanimously appointed the defendant no. 1 as Chairman / President of the Foundation and defendant no. 3 as Hony. Secretary of MCRF, respectively, in 101st OGM held on 14.12.2022.

27. Lastly, inviting attention of the Court to Clause 6(a) of MoA, he submits that the term of the office bearers of the Board of Trustees and Managing Committee of the Foundation is one year as it becomes evident from use of expression “ensuing year” in the said Clause. He submits the ensuing year could be next calendar year or one year from the date of election. In either situation the elections held in the disputed 102nd AGM on 17.11.2023 were held prior to the expiry of the term of the defendant nos.[1] to 3 who were elected in the 101st 14.12.2022. Therefore, the elections were illegal.

28. Mr. Jolly thus, prays that the interim injunction granted in favour of the plaintiff Foundation vide order dated 16.01.2024 may be vacated and the application of defendants be allowed.

29. In rejoinder, Mr. Alok Kumar submits that issue pertaining to the non-deposit of Rs. 5,000/- by Mr. Mahendra Chawla is not pleaded by the defendants in their Written statement. On the contrary, Mr. Mahendar Chawla has been referred to as Hony. Secretary of the Foundation by the defendants in Para 7 of the written statement.

30. He submits from the reading of Clause 12 of MoA cannot be inferred that the presence of Chairman is mandatory in the AGM. According to Mr. Alok Kumar if the contention of Mr. Jolly is accepted, then no AGM can be held where the chairman for some reasons decides not to attend the AGM. He submits that reference to chairman in Clause 12 means the Chairman of the meeting/AGM. Further, question of casting vote does not arise in the situation at hand as there was no equality of votes.

31. He further submits that even if the term of the elected office bearers of the Board and MCRF is taken as one year upto 13.12.2023, that period having expired, the defendants cannot interfere with the working of newly elected office bearers of the Board and MCRF, in the 102nd meeting held on 17.11.2023.

32. I have heard the learned senior counsel for the plaintiff, as well as, the learned counsel for the defendant nos. 1 and 3 and have perused the record.

33. The controversy in the suit revolves around the 102nd AGM for the year 2023 held on 17.11.2023, in which the elections of office bearers of Ramjas Foundation (plaintiff), as well as, of Managing Committee (MCRF), Ramjas Foundation were held.

34. As noted above, the case of the plaintiff in brief is that the elections were validly held in accordance with the MoA of the Foundation, however, the defendants are not willing to accept the mandate of the 102nd AGM and they are resorting to the activities, which are in complete breach of the MoA.

35. On the other hand, the case of the defendants is that the 102nd AGM convened by the plaintiff is unlawful and illegal.

36. To appreciate the rival contentions of the parties, apposite would it be to refer to the relevant provisions of the MoA of the plaintiff Foundation which reads as under:

2. The Board will consist of individual members only who may be permanent or temporary and not less than 21 years of age, provided that the non-individual existing members of the Board will continue as members of the Board. (a) …… (b) ……

(c) Notwithstanding anything contained in clause(ii) and (iii) the persons whose donations are accepted, shall be entitled to become member Patrons of the Foundation or its Board only on their being elected so by a two-third majority at a General meeting of the board with not less than 75% members attending. xxx xxx xxx xxx

4. The Ordinary General Meeting of the Board shall be held once in a Calendar year. A thirty days notice shall be given to the members for the Ordinary General Meeting.

6. At the Ordinary General Meeting the Board shall (a) appoint by election from amongst its own members a President, a Secretary and a Joint Secretary of the Board for the ensuing year, and shall also elect members of the Managing Committee in place of those retiring, who will be eligible for re-election. (b) elect the Officer Bearers of the Managing Committee i.e. Chairman, Vice-Chairman, Secretary and Joint Secretary.

(c) appoint Auditor or Auditors for the ensuing Financial year.

(d) consider the Annual Report including those of the Managing

Committee and the Sub-Committees, as well as examine and consider Balance Sheets and the consolidated Budget of the Foundation and its Institutions. (e) consider any other proposals or matters of importance of which due notice has been given in the Agenda.

7. One fourth of members of the Board shall form a quorum.

12. Every member of the Board shall have one vote only, but the Chairman shall have a second or casting vote in cases of equality of votes only.

37. It is the case of plaintiff that out of 11 trustees of the Board, Sh. Arun Shankar Goela has not participated in the meetings for more than two decades and trustee Sh. Rajiv Chawla is neutral, therefore, effectively there were only 09 trustees of the Foundation as on 17.11.2023. The minutes of the impugned SGM held by the defendants on 02.12.2023, also records that the Foundation has only 09 working Trustees. Therefore, it is an admitted position between the parties that the Foundation has 09 trustees.

38. It is also not in dispute that thirty days notice in terms Clause 4 of the MoA was given for convening the AGM. In the AGM convened on 17.11.2023, out of nine (09) members/trustees, five (05) namely, (i) Sh. Ashok Kumar Gupta, (ii) Sh. Atul Gupta, (iii) Sh. N.C. Aggarwal, (iv) Sh. Vinod Kumar Gupta, and (v) Sh. Mahender Kumar Chawla, were present. Thus, the presence of 05 members completes the quorum of 1/4th of members of the board as provided in Clause 7 of the MoA taking the total members/trustees as nine or even assuming that the total trustees were 11 in number.

39. The requirement of 2/3rd majority of the Members at a General Meeting of the Board, with not less than 75% Members attending the meeting as provided in Clause 2(c) of the MoA is only for the admission of new members / patrons in the Foundation and the same is not applicable for the election of office bearers of the Board of Trustee or the MCRF. However, for the election of the office bearers of the Board as well as the MCRF, there is no provision in the MoA prescribing the majority with which they have to be elected. In the absence of any stipulation in that behalf, the decision in such election has to be taken by a simple majority of those present and voting, going by the established democratic principles.

40. The minutes of AGM/OGM held on 17.11.2023 shows all the five (05) members of the Board of Trustees were present at the meeting and all of them, without exception, took a unanimous decision to elect the office bearers of the Foundation, as well as, the MCRF.

41. Thus, prima facie, there does not appear to be breach of any Clause of the MoA with regard to the election of office bearers in 102nd AGM held on 17.11.2023.

42. Insofar Mr. Jolly’s submission that there is a convention in the plaintiff Foundation that the presence of President and Chairman is mandatory in the Annual General Meeting (OGM) is concerned, suffice it to say that there is no Clause in the MoA which makes it mandatory to hold the Annual General Meeting (OGM) in the presence of the President and Chairman. Only requirement, as noted above, is with regard to the quorum, which was complete for the 102nd meeting held on 17.11.2023. Further, on the basis of Clause 12 of the MoA inference cannot be drawn that the attending of AGM by the Chairman is mandatory as he has a casting vote. Prima facie there appears to be substance in the submission of Mr. Alok Kumar that if Clause 12 is read in the way the defendants are reading it, then no AGM can be held where the chairman due to malice decides not to attend the AGM. The aspect of casting vote would assume relevance when there is equality of votes in the election, which is not the situation in the present case.

43. Mr. Jolly has also submitted that one of the members namely, Mr. Mahender Kumar Chawla, the then Hony. Secretary,who convened the 102nd AGM lacked eligibility as he had not made the payment of Rs. 5000/- as per Clause 2(b)(ii) of the MoA. However, Mr. Jolly also fairly stated that this fact is in dispute. This objection has otherwise not been pleaded by the defendant nos.[1] and 3 in their written statement nor there is any material placed on record in support of this contention. Further, Mr. Mahender Kumar Chawla was elected as Hony. Secretary of the Foundation in the 101st AGM which was attended by all the defendants but intriguingly no such objection was taken by them at that stage.

44. As regards Mr. Jolly’s contention that election in 102nd AGM held on 17.11.2023 took place prior to the expiry of one year term of the defendants, who were elected in the 101st AGM held on 14.12.2022, it is necessary to bear in mind that in terms Clause 4 of MoA, the AGM/OGM is to be held once in a calendar year. The 101st AGM was held on 14.12.2022, therefore, the 102nd AGM held in the next calendar year on 17.11.2023 just few days before the completion of one year, is in accord with the mandate of Clause 4 of MoA, rather not holding of the AGM/OGM during the calendar year 2023, would have led to the breach of MoA as well as the statutory provisions. Incidentally, in terms of Section 4 of the Societies Registration Act, 1860 there is a statutory requirement for holding of an Annual General Meeting each year when so provided in the Memorandum of Association of the Society.[1]

45. Further, the very fact that five (05) out of nine (09) members of the Board of Trustees vide their letter dated 27.10.2023 addressed to the defendant no. 1 had pointed out various incidents of mismanagement and illegal functioning of the Foundation in violation of its MoA and supported the holding of AGM on 17.11.2023 with an agenda to hold Sarbjit Singh v. All India Fine Arts & Crafts Society, ILR (1989) II Delhi 585 election of the office bearers of the Board and the MCRF shows that the MCRF had lost the confidence of the majority. In that view of the matter, this Court is prima facie of the opinion that holding of AGM few days prior to the expiry of one year term of the previous managing committee elected in 101st AGM cannot be faulted with. Assuming arguendo that the term of previous managing committee could not be curtailed and it was entitled to continue for one full year i.e. till 13.12.2023, even the said period having elapsed, the office bearers of the Board and the MCRF elected in the 102nd AGM on 17.11.2023, are entitled to continue till the time next AGM is held in accordance with MoA.

46. Insofar as the SGM convened by the defendant no.1 on 02.12.2023 in which nine (09) permanent and two (02) temporary new members of the Board of Trustees were admitted is concerned, this Court is prima facie of the view that the defendant no. 1 had no authority to call the said meeting after the 102nd 17.11.2023. Even otherwise, the said meeting was attended only by three (03) members out of working nine (09) trustees/members, therefore, it does not meet requirement of 2/3rd majority of the members at a General Meeting of the board, with not less than 75% members attending the meeting as provided in Clause 2(c) of the MoA. It being so, the admission of new members in the said meeting appears to be in breach of Clause 2(c) of the MoA.

47. The contention of Mr. Jolly that there was no real hurry to hold the meeting on 17.11.2023 considering the fact that the defendant no.1 had sought time to attend her ailing husband is noted to be rejected. This Court fails to understand if the husband of the defendant no.1 was ailing then how could she make it convenient to attend the SGM held on 02.12.2023 to induct nine (09) new members. Not to be forgotten that the defendant no.1 vide her letter dated 18.10.2023 addressed to Mr. Mahender Chawla had also requested for convening only informal meeting around same time.

48. On a conspectus of above discussion the plaintiff has made out a good prima facie case. The balance of convenience is also in favour of the plaintiff and against the defendants. I am satisfied that the plaintiff will suffer an irreparable loss in case the interim relief is not granted to the plaintiff during the pendency of the present suit.

49. Accordingly, the application (I.A. 299/2024) is allowed and the following directions are passed during the pendency of the suit: i. defendants are restrained from conducting any fresh elections/AGM pursuant to the notice dated 16.12.2023 issued by the defendant no.1; ii. the decisions taken by the defendants in the Special General Meetings held on 02.12.2023 and 13.12.2023 are stayed; and iii. defendants are restrained from interfering in the management and affairs of the plaintiff foundation, contrary to the mandate of Memorandum of Association of the plaintiff Foundation.

50. In light of the view taken above, the application (I.A. NO. 11164/2023) of the defendants deserves to be dismissed; ordered accordingly.

51. The applications stand disposed of. I.A. 30932/2024 (by the applicants under Order 1 Rule 10 read with Section 151 CPC for impleadment)

52. The present application has been filed by the applicants namely Mr. Rajendra Mohan, Hirendra Gupta, Dinesh Kumar, Deepak Gupta, Harsha Gupta, Varun Aggarwal, Dev Mohan Gupta, Puneet Gupta, Abha Moondhra and Arun Singhania (hereinafter referred to as “Applicants”) under Order I Rule 10 CPC seeking impleadment as defendants in the present case.

53. Mr. Vivek Sood, learned senior counsel appearing on behalf of the applicants submits that the applicants are proper and necessary parties in the present suit, therefore, they may be impleaded as defendants in the present case.

54. He submits that a perusal of the prayer clause of the suit would reveal that the plaintiff is seeking various reliefs against the defendants, which includes a decree declaring SGM held on 02.12.2023 as null and void. He adds that the said relief is directly against the applicants since the applicants were nominated and appointed/elected as permanent members of the plaintiff Foundation vide impugned SGM.

55. It is his submission that as a matter of fact the applicants have duly received respective appointment letters dated 13.12.2023 from the plaintiff and have further deposited a sum of Rs. 5000/- towards donation and Rs. 1,00,000/- towards additional donation as Founder/Permanent Membership of the plaintiff Foundation.

56. He submits that all the applicants have their lineage linked to the plaintiff Foundation, and are former Associate members of the plaintiff Foundation, having contributed to the functioning and growth of the plaintiff Foundation since decades, which is the criteria for being appointed as permanent members of the Foundation as laid down in the MoA. In fact, the applicants were time and again assured before every AGM that they will be inducted as permanent members of the Foundation.

57. He submits that the plaintiff Foundation has acted in terms of the SGM dated 02.12.2023 and as such, the applicants may be impleaded in the present suit being necessary parties. Expanding on his argument, Mr. Sood submits that the applicants are necessary parties to the captioned suit on account of the fact that they have a direct interest in the reliefs sought by the plaintiff, inasmuch as in the event the said reliefs being granted, the applicants would be directly impacted and affected as their permanent membership in the plaintiff Foundation would be declared as null and void.

58. He submits that plaintiff’s stand that the applicants have already preferred a suit being CS(OS) 426/2024 titled as Hirendra Gupta &Ors. vs. Atul Gupta &Ors. before this Court and as such do not deserve to be impleaded in the captioned suit is devoid of any merit and ought to rejected at the very threshold. Elaborating further, Mr. Sood submits that prayer in the said suit is limited to the applicants being allowed to participate in the affairs and meetings of the plaintiff Foundation.

59. He submits that the applicants have consciously chosen to limit their prayer in CS(OS) 426/2024 on account of the fact that the said prayer would be directly interlinked to the decision that would be forthcoming in the present suit qua the legality and validity of the meetings wherein the applicants herein were inducted as permanent members of the plaintiff Foundation.

60. To buttress his contention, Mr. Sood has relied upon the following decisions: a. Pankajbhai Rameshbhai Zalavadia v. Jethabhai Kalabhai Zalavadiya, (2017) 9 SCC 700; b. Sushil Kumar & Anr. vs. Harihar Prasad &Ors. 2018 SCC OnLine All 6287; and c. Rekha Kapoor vs. Dr. Pawan Chandra &Anr. 2022 SCC OnLine Del 3250.

61. Per contra, Mr. Alok Kumar, the learned senior counsel for the plaintiff/non-applicant submits that as the applicants have filed a separate suit being CS(OS)426/2024, they can very well agitate their grievance in the said suit. In this regard, he has made reference to the decision of the High Court of Jammu and Kashmir in Rafiqa vs. Habibullah Bhat 2006 Lawsuit (J&K).

62. He submits that instant application is a sheer abuse of process of law as the plaintiff is dominus litis, therefore, the plaintiff cannot be compelled to fight a person against whom the plaintiff does not claim any relief. Reliance in this regard is placed on the decision of Hon’ble Division Bench of this Court in Karanti Arora vs. Digjam Ltd., 2022 SCC OnLine Del 2023.

63. He further submits that impleadment of the applicants as necessary parties can only be permitted, if their presence is required to effectively decide the real controversy in issue. However, in the present case, the presence of the applicants is not necessary for effective and complete adjudication of the issues involved in present litigation as the challenge is to the meetings in which the applicants did not participate. The deposit made by the applicants is subsequent to the decision taken in the impugned meetings. Further, the SGM in which the applicants were inducted admittedly, did not have the requisite quorum. Therefore, the applicants may not be impleaded against the wishes of the plaintiff.

64. I have heard Mr. Alok Kumar, the learned senior counsel for the plaintiff, as well as, Mr. Vivek Sood, the learned senior counsel for the applicants and have perused the record.

65. The law is well settled that the general rule in regard to impleadment of parties is that the plaintiff in a suit, being dominus litis may choose the persons against whom he wishes to litigate and cannot be compelled to sue a person against whom he does not seek any relief. In other words, a person who is not a party to a lis has no right to be impleaded against the wishes of the plaintiff. However, this general rule is subject to Order I Rule 10(2) of the Code of Civil Procedure.

66. At this stage relevant would it be to refer to the provisions of Order I Rule 10(2) CPC, which reads as under: “10(2) Court may strike out or add parties.- The Court may at any stage of the proceedings, either upon or without the application of either party, and on such terms as may appear to the Court to be just, order that the name of any party improperly joined, whether as plaintiff or defendant, be struck out, and that the name of any person who ought to have been joined, whether as plaintiff or defendant, or whose presence before the Court may be necessary in order to enable the Court effectually and completely to adjudicate upon and settle all the questions involved in the suit, be added”

67. The Hon’ble Supreme Court in Kasturi vs. Iyyamperumal (2005) 6 SCC 733, while considering the provisions of Order I Rule 10 of the Code observed that a party can be impleaded in a suit, who has not been so impleaded only when he has a direct and legal interest in the controversy involved in the suit. It was observed that two tests are to be satisfied for determining the question who is a necessary party. Firstly, there must be a right to some relief against such party in respect of the controversies involved in the proceedings; and secondly, no effective decree can be passed in the absence of such party. It was further held that a proper party is a party whose presence is necessary to adjudicate the controversy involved in a suit.

68. Likewise, in Mumbai International Airport (P) Ltd. v. Regency Convention Centre and Hotels (P) Ltd. (2010) 7 SCC 417, the Hon’ble Supreme Court observed that a “necessary party” is a person who ought to have been joined as a party and in whose absence no effective decree could be passed at all by the Court. Whereas, a “proper party” is a party who, though not a necessary party, is a person whose presence would enable the court to completely, effectively and adequately adjudicate upon all matters in dispute in the suit, though he need not be a person in whose favour or against the decree is to be made. It was further observed and held that it is a judicial discretion of the court to strike out or add parties at any stage of proceedings.

69. Reference may also be had to the decision of the Hon’ble Supreme Court in Vidur Impex and Traders Pvt. Ltd. and Ors. vs. Tosh Apartments Pvt. Ltd. and Ors., (2012) 8 SCC 384, wherein while relying on Mumbai International Airport (supra) the Court laid down the following broad principles which would govern the disposal of the instant application under Order I Rule 10 CPC: “36. ……

1. The Court can, at any stage of the proceedings, either on an application made by the parties or otherwise, direct impleadment of any person as party, who ought to have been joined as Plaintiff or Defendant or whose presence before the Court is necessary for effective and complete adjudication of the issues involved in the suit.

2. A necessary party is the person who ought to be joined as party to the suit and in whose absence an effective decree cannot be passed by the Court.

3. A proper party is a person whose presence would enable the Court to completely, effectively and properly adjudicate upon all matters and issues, though he may not be a person in favour of or against whom a decree is to be made.

4. If a person is not found to be a proper or necessary party, the Court does not have the jurisdiction to order his impleadment against the wishes of the Plaintiff.

5. …..

6. …..” (emphasis supplied)

70. Even the decisions relied upon by Mr. Sood in para 60 above reiterates the aforesaid settled proposition of law.

71. As noted above, the case of the applicants is that the rights of the applicants flow from the decision taken by the defendant nos.[1] to 3 in the SGM convened by the defendant no.1 on 02.12.2023 as they were inducted as permanent members of the Board of Trustees of the plaintiff Foundation in the said meeting and since challenge has been laid to the said meeting, their rights will be gravely prejudiced in case the said meeting is declared null and void as prayed. Therefore, their presence is necessary to adjudicate the controversy involved in the suit.

72. Notably, the decision in the SGM held on 02.12.2023 was taken by defendant nos. 1 to 3 and the applicants were neither participants in the meeting nor they were party to the decision taken in the said meeting.

73. The challenge laid by the plaintiff to the said SGM is inter alia on the grounds that – (i) the office bearers and the MCRF elected in 101st AGM were superseded by the new office bearers and Managing Committee appointed in 102nd AGM held on 17.11.2023, therefore, the defendants were lacking competence to convene any SGM, and (ii) the said SGM lacked the quorum required to admit new members as provided in Clause 2(c) of the MoA.

74. The convening of SGM on 02.12.2023 and the decision taken therein in the absence of the requisite quorum prima facie appears to be an abortive attempt on part of the defendants to change the strength and composition of membership pattern of the Board of Trustees.

75. Insofar as defending the challenge to the aforesaid SGM held on 02.12.2023 is concerned, the same can effectively be defended and contested by the already impleaded defendants, who took the conscious decision to admit the applicants as new members.

76. Both the grounds on which the challenge has been made to the impugned SGM dated 02.12.2023, essentially involves the question as to whether the meeting was convened in accordance with the provisions of the MoA or in breach thereof, for which the presence of the applicants is not warranted.

77. In the given factual scenario, the applicants are not a “necessary party”, inasmuch as no relief has been sought against the applicants and in their absence an effective decree of declaring the impugned SGM dated 02.12.2023 as null and void could be passed in the present suit. Likewise, the applicants are not even a “proper party” as their presence is not required to enable this Court to completely, effectively and adequately adjudicate upon the question of validity and legality of the said SGM.

78. In that view of the matter, there is no compulsion of the Rule of Law to implead the applicants as necessary or proper parties. Accordingly, the plaintiff being dominus litis cannot be forced to add parties against whom, it does not wish to fight.

79. The upshot of above discussion is that the application of the applicants deserves to be dismissed. Ordered accordingly.

80. The application stands disposed of.

VIKAS MAHAJAN, J. OCTOBER 18, 2024/N.S. ASWAL