Full Text
HIGH COURT OF DELHI
Date of Decision: 15.09.2023
RAJASTHAN EQUESTRAIN ASSOCIATION ..... Petitioner
Through: Mr. Rajiv Dutta, Sr. Advocate with Mr. Ashish Kothari, Ms. Isha Tyagi &
Mr. Devang Gautam, Advocates.
(9971969135, 9599793513)
Through: Mr. Jayant Mehta, Sr. Adv. with Mr. Kirtiman Singh & Ms. Manmeet Kaur
Sareen, Advocates for EFI.
(8800624624)
Mr. Ajay Digpaul, Mr. Harish Vaidyanathan Shankar, and Mr. Vineet Dhanda, CGSC with Mr. SrishKumar Mishra, Mr. Sagar Mehlawat, Mr. Alexander Mathai
Paikaday, Mr. M. Sriram, Mr. Krishana V., Advs. for UOI.
(9811157265)
Mr. Piyush Kumar, Mr. Vikash Singh and Mr. Sagar Chaurasia, Advs. for
IOA.
Mr. R.A. Iyer, Adv for Ld. Court Observer.
TARA VITASTA GANJU, J.: (ORAL)
CM Appl.46400/2023[Application seeking Interim Relief]
JUDGMENT
1. The Petitioner has filed the present Application seeking that the operation of the Notice for Extraordinary General Meeting having Ref. NO. 072/EFI/EOGA/2023 dated 26.08.2023 [hereinafter referred to as “EGM Notice”] issued by Respondent No.1/EFI be stayed and to restrain the Respondents from conducting the Extraordinary General Meeting [hereinafter referred to as “EGM”] at Defence Service Officers Institute, Dhaula Kuan, Delhi Cantt - 110010 on 17.09.2023 during the pendency of the Writ Petition. 1.[1] The Agenda of the scheduled EGM is stated to be as follows:
Agenda No. I Amendments in EFI Calendar Agenda No. II Asian Games:- Participation & Funding Agenda No. III Hiring of PR Agency Agenda No. IV Digitalization of old Records and creation of link on EFI website for Horse and Athlete Performance cards respectively. Agenda No. V Hiring of EFI certified dressage paperless judging software/solutions to be used in competition in India. Agenda No. VI Status of cases pending before Hon’ble Delhi High Court and related issues.
2. Prior to setting forth the contentions of the learned Counsel for the parties in the present Application, a brief background in this matter is necessary. 2.[1] The Petitioner had filed the present petition, inter alia, seeking a restraint on holding of elections of the Executive Committee scheduled to be held on 29.09.2019 at the AGM scheduled for that date. The Petitioner had alleged that the Respondent No.1/EFI is conducting elections in contravention of the National Sports Development Code, 2011 [hereinafter referred to as “Sports Code”] and has extended voting rights to clubs and institutions. 2.[2] By order dated 26.09.2019, this Court permitted elections to be held at the said AGM subject to the terms and conditions as set forth in its order dated 26.06.2019. The Executive Committee so elected, was permitted to assume charge, albeit on the terms and conditions as set out in the order dated 15.11.2019 passed by this Court. 2.[3] Thereafter, a coordinate bench of this Court in its order dated 11.04.2023 passed directions, including for a one time setting up of an electoral college for the elections of Respondent No.1/EFI. 2.[4] This order dated 11.04.2023 was challenged by Respondent No.1/EFI. The Division Bench of this Court by its order dated 30.05.2023, stayed the order dated 11.04.2023 passed by the Coordinate Bench and directed that elections shall be held after the issues in the present Petition and in a connected Petition i.e., W.P.(C) 5989/2022 are decided. 2.[5] The Petitioner filed an interim Application, CM 33552/2023 seeking a restraint against the Respondent No.1/EFI from conducting the AGM on 09.07.2023 [hereinafter, called "AGM of 09.07.2023"] during the pendency of the present Petition. 2.[6] A Coordinate Bench of this Court directed that the AGM be held as scheduled on 09.07.2023. However, the AGM of 09.07.2023 was made subject to the directions passed in the order which included that Agenda items(II), (III) and (IV) related to annual accounts, annual expenditure, etc. could be taken up and discussed. These were, however, made subject to the final decision in this Petition. Some Agenda items were directed to be deferred, to await the election of the Executive Committee. The Court Appointed Observer was directed to chair the meeting.
3. It is in this backdrop that the present application has been filed requesting for a restraint on the EGM which is now scheduled to be conducted on 17.09.2023. 3.[1] Notice in this application was issued and a reply has been filed by Respondent No.1/EFI. Respondent No. 2/UOI and Respondent No. 4 /IOA submitted that they do not wish to file any reply. 3.[2] Learned Counsel appearing on behalf of the Court appointed Observer, Mr. S. Y. Quraishi, former Chief Election Commissioner of Indiahas submitted that Mr. Quraishihas been made aware about the EGM proposed to be scheduled on 17.09.2023. 3.[3] Arguments have been addressed on behalf of the Petitioner, Respondent No.1/EFI. Written submissions and note on judgments have been filed by Respondent No.1/EFI on 15.09.2023.
4. Learned Senior Counsel who appears on behalf of the Petitioner has raised the following objections to this EGM:
(i) An extraordinary meeting of the General Assembly can be convened by the Executive Committee whenever they deem fit and/or upon requisition made by 50 members of Respondent No.1/EFI. However, the EGM Notice has been issued unilaterally by Col. Jaiveer Singh in his capacity as Secretary General of Respondent No.1/EFI.
(ii) Article 12 of the EFI Statute further provides that the that an EGM can be called only for emergent situations and none of the items in the scheduled EGM are emergent.
(iii) The EGM Notice pertains to day to day administration of Respondent
No.1/EFI, which is under the exclusive domain of the Executive Committee. The functions and powers of the general assembly of the Respondent No1/EFI shows that the agenda items as set forth in paragraph 1.[1] above, are outside the domain of the general assembly as forth in Article 9, of the EFI Statute. Article 9 reads as follows: “ARTICLE 009 – FUNCTIONS AND POWERS OF GENERAL ASSEMBLY: The functions and powers of General Assembly are supreme and will be as follows:-
1. To approve the minutes of last General Assembly.
2. To approve the agenda.
3. To elect members of Executive Committee/Selection Committee, whenever is due.
4. To receive, discuss and approve the Annual Report submitted by the Secretary General.
5. To receive and approve the Annual Financial Report submitted by Vice President (Finance) and /or by Secretary General/Honorary Treasurer.
6. To approve Budget proposal for the next financial year.
7. To receive, discuss and approve reports if any received from Vice Presidents/Executive Committee members.
8. To approve reinstatement of expelled members except those expelled or terminated on disciplinary grounds.
9. To decide on items put on the agenda by the Executive Committee on request of members.
10. To approve and amend rules and regulations/statutes. These, however, would have to be passed by two third valid votes of members present.
11. To consider suspension and thereafter termination of membership of a member who approaches an outside agency for dispute resolution, bypassing the inbuilt statutory mechanism.
12. To take appropriate action on issues relating to non implementation of statutes raised by members, including disqualifying the person concerned in an extreme case by two third majority. However, before taking any action the matter must be referred to the Dispute Resolution and Disciplinary Committee for necessary inquiry and report.
13. To deal with any other matter not specifically provided for elsewhere in these rules.”
(iv) The requisitions placed on record by Respondent No.1/EFI are nothing but an eye wash as: (a) All requisitions are exactly in the same format. (b) They contain a verbatim reproduction of the agenda items as set forth in the EGM Notice.
(c) They are either dated one or two days before the agenda items.
(d) Many requisitions are dated after the agenda which cannot be relied upon by the Respondent No.1/EFI. (e) The signature at the bottom of requisitions states “authorized representative of club/institutional member of Respondent No.1/EFI” and most requisitions sent are signed without even setting forth as to whether the signatory of such requisition is a club or institutional member of Respondent No.1/EFI. (f) No state association has sent a requisition for the EGM.
(v) To requisition an EGM, a meeting of the Executive Committee is required to be held and the Executive Committee has not convened forthis EGM.
(vi) An AGM was held only a few weeks back i.e., on 09.07.2023, when various day to day functions of the Respondent No.1/EFIwere discussed. It is not clear as to why these agenda items could not have been discussed in the AGM of 09.07.2023.
5. Learned Senior Counsel appearing on behalf of Respondent No.1/EFI has contended as follows:-
(i) The general body of any organization is the supreme controlling body and under Article 8 of the EFI statute, and is competent to take all necessary decisions for the organization.
(ii) The EGM is being called pursuant to receipt of more than 200 requisitions from the members of the Respondent No.1/EFI and in terms of Articles 12(2), 12(3) and 12(5) of the EFI Statute. Relying on Article 12(2), it is submitted that where once a requisition is received from 50 or more members, Respondent No.1/EFI is obligated to call for an EGM.
(iii) When majority members requisition an Extraordinary General Body
Meeting, the Courts have generally refrained from injuncting such meetings in a democratically elected body. Reliance is placed on the judgments of the Supreme Court and the various High Courts in Life Insurance Corporation of India vs. Escorts Ltd. &Ors.1; Delhi Lawn Tennis Association vs. ShyamMinotra[2];Prabodhan Education Society & Ors. v. Sanjay Walavalkar&Ors.[3] and Dr. Srinivasa Rao Kothapalli and others v Dr. Appa Rao Mukkamala and others[4].
(iv) Additionally, reliance has been placed on the judgment in Swati Ulhas
1986(1) SCC 264 1991 (44) DLT 501 MANU/MH/1303/2020 2013 SCC OnLine AP 403 Kerkar & Ors. Vs. Sanjay Walavalkar[5] passed by the Supreme Court to submit that once requisitions are received from shareholders or members of the Society for holding an Extraordinary General Meeting, no restraint can be passed on the holding of such meeting and it is the bounden duty of the EFI Association to convene such a meeting in the present case.
(v) The day-to-day affairs of Respondent No.1/EFI have to be conducted and those items which could not be discussed in the AGM OF 09.07.2023 need to be now discussed and considered. The democratic process must not be interdicted by the Courts.
(vi) Emphasis was laid on the fact that it is not the Secretary General of the Respondent No.1/EFI that is calling a meeting but it is the Members who asked for the meeting and the Secretary General is merely “actioning” these request/requisitions for an EGM. One member of the Respondent No.1/EFIcannot be allowed to interfere in functioning of Respondent No.1/EFI society.
(vii) It is further contended that the “necessity” as set forth in Article 12 of the EFI Statute is based on the fact that more than 200 requisitions were received. Additionally, these Agenda items are necessary and essential as: (a) After the Events Calendar was approved in the AGM of 09.07.2023, requests have been received from athletes and stakeholders requesting for amendments to venues. These are required to be discussed by the General Body. (b) The 19th Asian Games are being held from 23.09.2023 to 08.10.2023 and there is no PR Agency covering the activities of the Respondent No.1/EFI.
(c) Qua the funds allocated by the Sports Authority of
India/UOI, discussion is required to be held as information has been received by the Respondent No.1/EFIonly on 30.08.2023.
(d) Agenda items (IV) and (V) are for functioning of the
Respondent No.1/EFI in as much as they relate to digitization and hiring of new equipment including software solutions for competitions to be held in the field of Dressage. (e) Agenda item (VI) is status of cases pending before this Court which has been raised pursuant to the queries and concerns raised by various Members.
(viii) Lastly, it was contended that the EGM has been scheduled after taking into consideration the availability of Mr. S. Y. Quraishi, the Court Appointed Observer, and that he is available to attend the same on 17.09.2023, if the Court so directs.
6. In Rejoinder, the attention of the Court has been drawn by learned Senior Counsel appearing on behalf of the Petitioner to the following:-
(i) Requisitions have been received only pursuant to communication, sent by the Secretary to its Members, as previously contended and this is only a facade being created to further the personal agenda of the General Secretary, a few weeks before his term is to come to an end.
(ii) All important and necessary matters were already part of the agenda of the AGM of 09.07.2023. The EFI Events Calendar was finalised and fixed only pursuant to the AGM of 09.07.2023 and within a few weeks thereof, requests for revision don’t appear to be bonafide.
(iii) The two communications received from the Sports Authority of
India/UOI dated 30.08.2023 are onfunding for the participants of the upcomingAsian Games andis merely to be communicated to the Member Organizations. It cannot possibly require any discussion, as there can be no changes made to it.
(iv) Respondent No.1/EFI has had no PR Agency (Agenda III) since
30.09.2022 and this cannot be emergent. 6.[1] It is reiterated by the Petitioner that the EGM should not be permitted to be held by the Court.
7. The EFI Statute was amended by the Respondent No.1/EFI on 28.03.2022. This amendment forms the subject matter of a challenge before this Court. However, since admittedly the amendment is pending adjudication, but not stayed by any order of this Court, for the purposes of this order, the EFI Statute as revised on 28.03.2022 is being considered. 7.[1] The conduct of Extraordinary Meetings of the General Assembly of the Respondent No.1/EFI is governed by Article 12 of the EFI Statute, which reads as follows:-
8. The objection with respect to the manner in which the meeting has been called raised by the Petitioner has been responded to by Respondent No.1/EFI by stating that the EFI Statute provides that EGM can be called in the once requisitions are received from 50 Members of the EFI or when 50 Members of the EFI make a requisition for an EGM to the Secretary General of the Respondent No.1/EFI, he shall call for the meeting. Reliance was been placed on theselast 3 lines of Article 12(2) EFI Statute: The request for the meeting shall be made to the Secretary General of the EFI who shall call the meeting. The right to call the meeting shall not vest with the individual and life members. 8.[1] It has been further contended by Respondent No.1/EFI that the necessity, to hold this meeting has arisen in view of the fact that certain items were not deliberated upon in the AGM of 09.07.2023, including those related to the upcoming 19th Asian Games scheduled to be held from later this month. Discussions and deliberations are required to be held in the General Assembly with respect to matters related thereto.
9. A review of the documents filed by the Respondent No.1/EFI show that 200 plus requisitions which have been placed on record by Respondent No.1/EFI are a verbatim reproduction of the notice convening the EGM. So much so, that the requisitions also contain details of the Articles and the paragraphs of the EFI Statute, which usually would not form part of a requisition letter as is extracted below: “81370/Q/RV-2(EFI) 25 August 2023 The Secretary General Equestrian Federation of India T[1] Station Road Cariappa Marg Delhi Cantt – 110010.
REQUISITON TO HOLD EXTRA-ORDINARY GENERAL MEETING (EOGA)
1. This is with reference to para 2 of Article 012, Chapter III of EFI Statutes which permits the members to request the Secretary General for an Extra-Ordinary Assembly (EOGA).
2. It is therefore requested to arrange for a EOGA with following objectives: (a). Amendments in EFI Calendar (b). Hiring of PR Agency (c). Asian Games:- Participation & Funding (d). Digitalization of old records and creation of link on EFI website for Horse Performance and Athlete Performance card. (e). Hiring of EFI certified dressage paperless judging software/solution. (f). Status of cases pending before Hon’ble Delhi High Court and related issues.
2. You are requested to arrange accordingly at the earliest..... [signed]" [Emphasis supplied] 9.[1] Additionally, some requisitions have been sent after the date the EGM Notice was issuedi.e. on 28.08.2023, 29.08.2023 and thereafter. [See requisitions on pages 142 to 160, 182 to 194, 216, 222, 224, 230 to 233, 243, 261, 266, 270, 274, 284 and 287 which have been placed on record by Respondent No.1/EFI under Index of documents dated 13.09.2023].
10. Learned Senior Counsel appearing on behalf of the Respondent No.1/EFI has contended that the arguments regarding the format, etc. of the requisitions are nothing but an argument of prejudice and regardless of how the requisitions are made, these are more than 50 requisitions in compliance of Article 12 of the EFI Statute and should be considered as such. 10.[1] Since these requisitions are the very basis for this meeting, they are of utmost relevance. 10.[2] However, some of the agenda items have arisen after the AGM of 09.07.2023 had been held and which are of such a nature, that may be required to be discussed by the General Assembly of Respondent No.1/EFI.
11. In view of the aforegoing discussion, this Court deems it expedient to appoint Hon’ble Mr. Justice Najmi Waziri, a former Judge of this Court (Mobile No. 9810097311), to be the Chairman for the Extraordinary General Meeting of the Respondent No.1/EFI to be held on 17.09.2023 at 11:30 hrs. 11.[1] An honorarium in the sum of Rs.[2] lakhs shall be paid to Hon’ble Mr. Justice Najmi Waziri (Retd) for this purpose,which shall be borne by Respondent No.1/EFI.
12. The EGM scheduled for 17.09.2023 shall be held as scheduled, in terms of the directions set forth below:
(i) Hon’ble Mr. Justice Najmi Waziri, a former Judge of this Court shall
(ii) Mr. S. Y. Quraishi, the Court Appointed Observer, shall be present for the meeting.
(iii) No items except as notified in the Agenda [reproduced in paragraph
(iv) Agenda Item – I: The proposed amendments to the EFI Calendar
2023-2024 which have been produced before the Court, Amendment 1(B) and 2(A) pertain to August 2023 and hence these are events which have already occurred and may be deleted. The remaining events may be discussed by the General Body.
(v) Agenda Item – II:Since the 19th Asian Games are scheduled to be held a week from the meeting, i.e. 23.09.2023 to 08.10.2023 all matters relating to funding and participation are likely to have already been decided by the Respondent No.1/EFI. However, the two communication(s) dated 30.08.2023 as received from the Sports Authority of India with respect to the issue regarding allocation of funding may be circulated and discussed with the members of the General Assembly.
(vi) Agenda Item III: Since there has been no PR agency since
31.09.2022, an interim PR agency may be hired in accordance with the EFI Statute / Sports Code, for the period of three months, so as to adequately cover the 19th Asian Games and any publicity related thereto. (vii). Agenda Items - (IV) and (V): The provision of new equipment and software as is envisaged in Agenda items (IV) and (V) may be taken up once elections to the General Assembly are held. Thus, agenda items (IV) and (V) are deferred. (viii). Agenda Items – VI: None of the requisitions received have raised any query with respect to pending Court cases. Information on pending cases and related issues can always be notified by circulation to the Members concerned. However, in the event, the Chairman of the meeting deems it expedient, Agenda (VI) can be taken up. 12.[1] It is further directed that the minutes of EGM shall be drawn up and filed by Respondent No.1/EFI within 10 days of the EGM.
13. All resolutions passed at the EGM shall remain subject to the outcome of the petition.
14. With the aforesaid directions, the present application is disposed of.