Delhi and District Cricket Association v. Municipal Corporation of Delhi

37. On a show of hands or on a ballot every Member present in 2018:DHC:2064-DB W.P.(C) 7215/2011 vote, and upon a poll every member present in person shall have one vote. Vote may be given personally only. No proxy voting shall be allowed during the meetings. person and entitled to vote shall have one vote, and upon a poll every member present in person or by proxy shall have one vote. Vote may be given either personally or by proxy. The instrument appointing a proxy shall be in writing and signed by the appointor in the form prescribed in Schedule IX to the Companies Act, 1956 and a proxy need not be a member of the Association, The instrument appointing a proxy shall be deposited at the registered office of the Association not less than fortyeight hours before the meeting of the company.

3. No post in the Association to be held for more than 9 years (also mandated by High Court of Delhi)

NOT PASSED 38(3) BOARD OF DIRECTORS 38(3) The term of a Director shall be for a period not exceeding three years, but with a maximum of three such terms regardless of the post held, with a cooling off period of three years after each such term. Every elected EXECUTIVE COMMITT EE

38. The Executive Committee shall consist of a President, three Vice-Presidents, one Hony. General Secretary, one 2018:DHC:2064-DB W.P.(C) 7215/2011 member shall stand automatically disqualified after 9 years to be elected as Director. Hony. Sports Secretary, one Hony. Club Secretary, one Hony. Treasurer, eight Joint Secretaries namely 2 (Two) Joint Secretary (Sports), 2 (Two) Joint Secretary (Club), 2 (Two) Joint Secretary (Accounts) and 2 (Two) Joint Secretary (Company Affairs), and Eleven more members, three of whom can be the nominees of the Government of India with full voting rights. The government nominees shall be the Honorary Members of the Association till such time as they remain on the Executive Committee. The three Government nominees shall have the option to resign from the Executive Committee. The Executive Committee shall have the powers to appoint from 2018:DHC:2064-DB W.P.(C) 7215/2011 time to time a Working Committee with all the powers of the Executive and such other committees besides Sports Committee and the Club Committee, for the benefit of different activities of the Association.

4. Governing body to include representatives of players (also mandated by High Court of Delhi)

NOT PASSED 38(2) BOARD OF DIRECTORS 38(2) The Board of Directors shall consist of 16 Directors comprising one nominee of the chief controller of accounts of the GNCTD and three nominees of the Govt. of India. The elected Directors shall comprise 5 office bearers (which are President, Vice- President, Secretary, Joint Secretary and Treasurer), one member who has represented DDCA in first class cricket and above, one woman member and 5 other directors. The nominee Directors shall be the Honorary Members of the Association till such time as they remain on the Board of Directors and shall EXECUTIVE COMMITT EE

38. The Executive Committee shall consist of a President, three Vice-Presidents, one Hony. General Secretary, one Hony. Sports Secretary, one Hony. Club Secretary, one Hony. Treasurer, eight Joint Secretaries namely 2 (Two) Joint Secretary (Sports), 2 (Two) Joint Secretary (Club), 2 (Two) Joint Secretary (Accounts) and 2 (Two) Joint Secretary 2018:DHC:2064-DB W.P.(C) 7215/2011 have full voting rights. The nominee Directors shall have the option to resign from the Board of Directors. (Company Affairs), and Eleven more members, three of whom can be the nominees of the Government of India with full voting rights. The government nominees shall be the Honorary Members of the Association till such time as they remain on the Executive Committee. The three Government nominees shall have the option to resign from the Executive Committee. The Executive Committee shall have the powers to appoint from time to time a Working Committee with all the powers of the Executive and such other committees besides Sports Committee and the Club Committee, for the benefit of different activities of the Association. 2018:DHC:2064-DB W.P.(C) 7215/2011

5. Governing body of association to include representatives of women (also mandated by High Court of Delhi)

NOT PASSED 38(2) BOARD OF DIRECTORS 38(2) The Board of Directors shall consist of 16 Directors comprising one nominee of the chief controller of accounts of the GNCTD and three nominees of the Govt. of India. The elected Directors shall comprise 5 office bearers (which are President, Vice- President, Secretary, Joint Secretary and Treasurer), one member who has represented DDCA in first class cricket and above, one woman member and 5 other directors. The nominee Directors shall be the Honorary Members of the Association till such time as they remain on the Board of Directors and shall have full voting rights. The nominee Directors shall have the option to resign from the Board of Directors.

EXECUTIVE COMMITT EE

38. The Executive Committee shall consist of a President, three Vice-Presidents, one Hony. General Secretary, one Hony. Sports Secretary, one Hony. Club Secretary, one Hony. Treasurer, eight Joint Secretaries namely 2 (Two) Joint Secretary (Sports), 2 (Two) Joint Secretary (Club), 2 (Two) Joint Secretary (Accounts) and 2 (Two) Joint Secretary (Company Affairs), and Eleven more members, three of whom can be the nominees of the Government of India with full voting rights. The government nominees shall be the Honorary Members of the Association till such time as they remain on the 2018:DHC:2064-DB W.P.(C) 7215/2011 Executive Committee. The three Government nominees shall have the option to resign from the Executive Committee. The Executive Committee shall have the powers to appoint from time to time a Working Committee with all the powers of the Executive and such other committees besides Sports Committee and the Club Committee, for the benefit of different activities of the Association.

6. Governing Body to include nominee of the Accountant General of the State. (also mandated by High Court of Delhi)

NOT PASSED 38(2) BOARD OF DIRECTORS 38(2) The Board of Directors shall consist of 16 Directors comprising one nominee of the chief controller of accounts of the GNCTD and three nominees of the Govt. of India. The elected Directors shall comprise 5 office bearers (which are President, Vice- President, Secretary, EXECUTIVE COMMITT EE

38. The Executive Committee shall consist of a President, three Vice-Presidents, one Hony. General Secretary, one Hony. Sports Secretary, one Hony. Club 2018:DHC:2064-DB W.P.(C) 7215/2011 Joint Secretary and Treasurer), one member who has represented DDCA in first class cricket and above, one woman member and 5 other directors. The nominee Directors shall be the Honorary Members of the Association till such time as they remain on the Board of Directors and shall have full voting rights. The nominee Directors shall have the option to resign from the Board of Directors. Secretary, one Hony. Treasurer, eight Joint Secretaries namely 2 (Two) Joint Secretary (Sports), 2 (Two) Joint Secretary (Club), 2 (Two) Joint Secretary (Accounts) and 2 (Two) Joint Secretary (Company Affairs), and Eleven more members, three of whom can be the nominees of the Government of India with full voting rights. The government nominees shall be the Honorary Members of the Association till such time as they remain on the Executive Committee. The three Government nominees shall have the option to resign from the Executive Committee. The Executive Committee shall have the powers to appoint from time to time a Working Committee with 2018:DHC:2064-DB W.P.(C) 7215/2011 all the powers of the Executive and such other committees besides Sports Committee and the Club Committee, for the benefit of different activities of the Association.

7. A person shall be disqualified from being an office bearer if he or she: (a) Is not a citizen of India; (b) Has attained the age of 70 years;

(c) Is declared to be insolvent, or of unsound mind;

(d) Is a Minister or a government servant [except for the nominee of the Accountant General of the State]; (e) Holds any office or post in a sports or athletic association or federation apart from cricket; (f) Has been an Office Bearer of the Association for a cumulative period of 9 years (also mandated by High Court of Delhi)

NOT PASSED 40(c) 40(c) Notwithstanding anything contained in any provision of these articles, any elected Director of the company, shall stand automatically disqualified after 9 nine years as an office bearer (i.e. member of the Board of Directors) and shall also be disqualified from contesting or holding the post of a Director of the Company if he has completed the age of 70 years or is charged under the penal law for an offence involving moral turpitude or is declared to be of unsound mind, or, is a Minister of any State or Central Government of India or any government servant or holds any post in another sports body in the country.

40. (a) The Office bearers namely, President, 3 Vice Presidents, Hony. General Secretary, Hony. Treasurer, Hony. Sports Secy. And Hony. Club Secretary shall hold office till the conclusion of the Annual General held after next two succeeding Annual General Meetings. In other words, the members would elect the abovestated office bearers at every third Annual General Meeting held after their elections. The retiring Office bearers shall be eligible for reelection subject to the provisions of the Act. Provided 2018:DHC:2064-DB W.P.(C) 7215/2011 that, upon the new sub-clause (a) becoming effective, the existing office bearers holding offices of President, 3 Vice- Presidents and Hony. Gen. Secy. Shall continue to hold their respective offices for remaining term and shall retire in accordance with sub-clause(a). In other words, the term of the above stated office bearers shall automatically be extended in accordance with sub clause (a) calculated from the date of their last election. (b) The office bearers namely, 8 Joint Secretaries namely 2 (Two) Joint Secretary (Sports), 2 (Two) Joint Secretary (Club), 2 (Two) Joint Secretary (Accounts) and 2 (Two) Joint Secretary (Company Affairs), shall retire at the Annual General Meeting which is held subsequent to 2018:DHC:2064-DB W.P.(C) 7215/2011 the Annual General Meeting succeeding the annual general meeting in which they are elected. In other words, the members would elect the above stated office bearers at every alternate Annual General Meeting held after their elections. The retiring Office Bearers shall be eligible for reelection subject to the provisions of the Act. Provided that, upon the amendment becoming effective, the 4 Additional Joint Secretaries elected by the members namely Additional Joint Secretary (Sports), Additional Joint Secretary (Club), Additional Joint Secretary (Accounts), and Additional Joint Secretary (Company Affairs) shall, without any action on the part of the Executive Committee, be redesigned as Additional Joint Secretary (Sports), Additional Joint 2018:DHC:2064-DB W.P.(C) 7215/2011 Secretary (Club), Additional Joint Secretary (Accounts), and Additional Joint Secretary (Company Affairs) and shall continue to hold their offices as Joint Secretaries for remaining term for which they were appointed as Additional Joint Secretaries and shall retain in accordance with sub-clause(b).

8. No office bearer of the Association to hold office for two consecutive terms (also mandated by High Court of Delhi)

NOT PASSED 40(a) 40(a) The Office bearers namely, President, Vice- President, Secretary, Joint Secretary and Treasurer shall hold office till the conclusion of the Annual General held after next two consecutive AGMs. In other words, the members would elect the above stated office bearers at every third AGM held after their elections. The retiring office bearers shall be eligible for reelection subject to the Articles of Association herein.

40. (a) The Office bearers namely, President, 3 Vice Presidents, Hony. General Secretary, Hony. Treasurer, Hony. Sports Secy. And Hony. Club Secretary shall hold office till the conclusion of the Annual General held after next two succeeding Annual General Meetings. In other words, the members would elect the abovestated office bearers at every third Annual General Meeting held after their elections. The retiring Office bearers shall be eligible for reelection subject to the provisions of the Act. Provided that, upon 2018:DHC:2064-DB W.P.(C) 7215/2011 the new sub-clause (a) becoming effective, the existing office bearers holding offices of President,

3 Vice-Presidents and Hony. Gen. Secy. Shall continue to hold their respective offices for remaining term and shall retire in accordance with sub-clause(a). In other words, the term of the above stated office bearers shall automatically be extended in accordance with sub clause (a) calculated from the date of their last election. (b) The office bearers namely, 8 Joint Secretaries namely 2 (Two) Joint Secretary (Sports), 2 (Two) Joint Secretary (Club), 2 (Two) Joint Secretary (Accounts) and 2 (Two) Joint Secretary (Company Affairs), shall retire at the Annual General Meeting which is held subsequent to the Annual General Meeting succeeding the annual general meeting in which they are elected. In other words, the members would elect the above stated office bearers at every alternate Annual General 2018:DHC:2064-DB W.P.(C) 7215/2011 Meeting held after their elections. The retiring Office Bearers shall be eligible for reelection subject to the provisions of the Act. Provided that, upon the amendment becoming effective, the 4 Additional Joint Secretaries elected by the members namely Additional Joint Secretary (Sports), Additional Joint Secretary (Club), Additional Joint Secretary (Accounts), and Additional Joint Secretary (Company Affairs) shall, without any action on the part of the Executive Committee, be redesigned as Additional Joint Secretary (Sports), Additional Joint Secretary (Club), Additional Joint Secretary (Accounts), and Additional Joint Secretary (Company Affairs) and shall continue to hold their offices as Joint Secretaries for remaining term for which they were appointed as Additional Joint Secretaries and shall retain in accordance with sub-clause(b).

9. Appointment of NOT 55 to 59 ADMINISTRATION ---------- 2018:DHC:2064-DB W.P.(C) 7215/2011 full time CEO for administration and functioning (also mandated by High Court of Delhi) PASSED 55. The Board of Directors shall appoint a Full time CEO to ensure that the company works to its maximum potential and administrative and financial aspects are looked into properly. The CEO would ideally be a person with managerial experience for five years as the MD/CEO of a corporation with an annual turnover of at least Rs. 10 crores. The CEO would be on contract with the company and have a fixed tenure of five years (unless the contract is terminated by mutual agreement or by a 3 months‘ notice by either party).

56. The CEO shall be assisted by not more than 6 full time professionals (managers) who shall be appointed by the Board of Directors in consultation with the CEO essentially to govern the streams of finance, technical, infrastructure, law, media and human resources. The CEO may however realign or reallot these streams as he deems fit. 2018:DHC:2064-DB W.P.(C) 7215/2011

57. The eligibility criteria for the CEO and managers shall be laid down by the board of directors keeping in mind the following guidelines: (a) knowledge and familiarity with cricket or other sports; (b) Understanding of financial position with fiscal direction of the company;

(c) Knowledge of operations of cricket administration and overall policy;

(d) Clarity on role, division of responsibilities and hierarchy;

58. There shall be an appropriate induction process laid down by the board of directors for the CEO and the managers, which shall include a fair and transparent process of appointment.

59. The CEO shall have the following functions on behalf of the company: (a) to implement all the rules and regulations made by the governing body and the board of 2018:DHC:2064-DB W.P.(C) 7215/2011 directors in regard to non-cricketing matters; (b) to issue guidelines in respect of travel, accommodation, allowances etc. to be paid to players, support staff and officials participating in matches, other than international matches;

(c) to lease and manage immovable property of the company wherever situated, in order to promote the objects of the company.

(d) to lay down parameters for the laying of grounds for playing the game and to provide pavilion, canteen and other conveniences and amenities in connection therewith. (e) to appoint team officials for the State teams which shall compulsorily include qualified coaches, managers physiotherapists, nutritionists, trainers, analysts, counselors and medics. (f) To secure players‘ welfare to ensure that the logistics manager will arrange for accommodation and travel, to ensure that tickets given to players for matches will be on par with those given to the 2018:DHC:2064-DB W.P.(C) 7215/2011 members, and to also ensure that no expenditures towards the game (baggage handling, injury related etc.) will be undertaken by the player, failing which such expenses will be reimbursed to the player within 30 working days of the requisition being made. Also, to process requests made by players to make arrangement for the accommodation and travel of their respective wives/partners/family members, wherever permitted. (g) To ensure that all measures are adopted to eliminate any form of racial, communal, casteist or other hatred from the game, with stringent action taken against the offenders including the initiation of criminal proceedings. (h) to produce by itself the cricket content for telecast of cricket matches and/or ceremonies by hiring or owning equipment and hiring necessary crew, technicians etc.

(i) to publicize the stadium capacity with compulsory seat numbers.

2018:DHC:2064-DB W.P.(C) 7215/2011 (j) To provide at stadiums, wholesome and hygienic food and beverages at affordable rates, clean and hygienic restrooms for all genders and for the differently abled, adequate fire and emergency entries and corridors, sufficient access avenues and wheelchairs for the differently-abled, proper signage, parking and transport facilities as well as efficiently security systems. (k) To arrange and organize the national championship of India for the Ranji Trophy matches or for University, Schools or other tournaments or for any Exhibition matches between members and/or between the Universities including regulations and bye-laws in respect of travel, accommodation, allowances to be paid to players and officials participating in such matches. l. To frame guidelines generally for the convenience and ease of day-today management of affairs of the 2018:DHC:2064-DB W.P.(C) 7215/2011 Company. m. To prescribe guidelines to lay out or convert any ground into high quality turf wickets at all levels and to provide Pavilions, Canteens, Public Conveniences and other amenities with disabled access and suitable signage, especially to involve more people in the game of cricket and to encourage participation of all sections of society. n. To assist the Cricket Committees and facilitate the implementation of their tasks and recommendation s. o. To collate monthly reports concerning the functioning of the various Committees, to create action plans in advance and upload the same on the website of the Company. p. To create a database of all 2018:DHC:2064-DB W.P.(C) 7215/2011 cricketers at all levels, maintain records and statistics, track performances and certify age and identity of participants.

1. To take steps to create world class infrastructure at DDCA. r. To put i n place mechanisms to encourage cricketers to play internationally and hone their skills so that a wider talent pool is available to represent the country. s. To enter transparently into contracts with third parties and vendors for the purposes of the various Committees of the Company, and to ensure that in all contracts for television and media rights, the interests of the public remain uncompromised, and full, unhindered broadcasts of all deliveries and their replays are shown with the 2018:DHC:2064-DB W.P.(C) 7215/2011 screen offering a full and complete view without advertisement banners or margins, and to restrict commercial time only to the refreshment and other team breaks during and between innings. t. To report to the Board of Directors every quarter or as often as required by it on the functioning of the management and the progress made in developing cricket at DDCA. u. To consider the reports of the Auditor, to verify whether Full Members are meeting their objectives and to assess whether cricket is being suitably developed and promoted. v. To consider all applications for financial aid or any other benevolence to cricketers, Umpires and administrators as per the rules 2018:DHC:2064-DB W.P.(C) 7215/2011 framed by the General Body in this behalf from time to time and recommend the same to the Board of Directors for their approval. w. To examine all the expenditure exceeding the Budget and to control such outlays as are required for the proper administration of the Company. x. To advise the Company regarding investments. y. To process requests made for increase in all types of allowances, subventions/ subsidies to be paid to the associated clubs, tariff for Coaching Camps, Coaching Subsidies to the associated clubs, allowances to the players for matches of different Trophies and when playing against foreign sides, both at home and away and to recommend the 2018:DHC:2064-DB W.P.(C) 7215/2011 same to the Board of Directors. z. To do all acts and things which are delegated by the Board of Directors to him, and all other functions as are necessary and expedient to carry out the objects of the Company as aforesaid.

5. The applicant/objectors argue that in reply to two queries made to the Lodha Committee’s Frequently Asked Questions (FAQ), information given to them was that the constitution or articles of association of any given cricket association had to be looked into, in order to determine, who were to be reckoned as office bearers, for the purposes of the nine year tenure limit mandated by the Lodha Committee and the BCCI judgment of the Supreme Court. It is urged that unless directors (who are elected as Directors and not as office bearers of DDCA) are to be treated as such, they cannot be disqualified from holding themselves out for elections. In other words, it is submitted that the directors are not to be treated as office bearers, to attract the disqualification of the overall 9 year term limit. On behalf of the Administrator, the applicant’s objections are opposed. It is contended that the main BCCI judgment and the judgment of this Court are binding; inasmuch as the Court 2018:DHC:2064-DB W.P.(C) 7215/2011 recognized that regardless of nomenclature, the members of the executive committee wield authority, which, unchecked would result in their self perpetuation, in some manner. Thus, the object of enjoining that an individual cannot continue to be part of the decision making body if he has held any office, for any period exceeding 9 years, would equally apply to directors, who are elected by the General Body.

6. In the judgment of this Court, dated 30.01.2017 this Court had observed and directed as follows: ―31. The Supreme Court judgment, in relation to BCCI, had accepted the Lodha Committee recommendations with respect to streamlining or pruning of that body; the committee had also recommended that all State associations (such as DDCA) should adopt a uniform pattern. This Court notices that at present the governance structure of DDCA is "top heavy". Its Executive committee comprises of 27 members (one President, three Vice Presidents, one Hony. Secretary, one Sports Secretary, one Club Secretary, one Treasurer, eight Joint Secretaries and 11 Members). There is hardly any cooling off period and no tenure or age restrictions. The Justice Lodha Committee recommendations vis-àvis the governance structure of BCCI are as follows:

This Court hereby directs appropriate amendments to bring in line the above recommendations, with respect to the membership of the executive committee as well as the tenure restrictions and cooling off periods. 2018:DHC:2064-DB W.P.(C) 7215/2011 Furthermore, the following direction has acquired the force of law, due to Article 141 of the Constitution in relation to BCCI: "......... Any elected Councillor shall stand automatically disqualified after nine years as an office bearer, and shall also be disqualified from contesting or holding the post if he has completed the age of 70 years, is charged under the penal law, is declared to be of unsound mind, is a Minister or government servant or holds any post of another sports body in the country." Like in its case, there is no compelling reason to depart from it in the case of DDCA. The above condition shall be read as part of Article 40 of the DDCA's Articles of Association, specifically as Article 40 (c), which shall read as follows: "......... Notwithstanding anything contained in any provision of these articles, any elected executive committee member amongst those described in Article 38, shall stand automatically disqualified after nine years as an office bearer (i.e member of executive committee), and shall also be disqualified from contesting or holding the post if he has completed the age of 70 years, is charged under the penal law, is declared to be of unsound mind, is a Minister or government servant or holds any post of another sports body in the country."

7. This Court is of opinion that the objectors’ argument that Directors are not to be treated as governing council members, as they are not “office bearers” is unacceptable. The existing Articles of Association clearly contemplate that they are part of the Executive Committee; Article 46(e) even contemplates that if they are absent for more than 3 executive committee meetings in a row, a vacancy would occur. As such they are very much integral to the decision making body or institution of DDCA. The objections to inclusion of the tenure spent by a director as member of the executive committee, therefore, are unmerited. As regards the FAQ and the reply to queries are concerned, there is nothing on record to suggest 2018:DHC:2064-DB W.P.(C) 7215/2011 that the replies were part of the recommendations (as accepted by the Supreme Court judgment). What was accepted by the Supreme Court, has been quoted and followed by this Court in its judgment. The new provision, i.e Article 38 (2) clarifies that there shall be a 16 member board of directors including four official nominees, five directors and others such as President, Vice President, Secretary, Joint Secretary and Treasurer, one former cricket player who had represented DDCA in first class cricket, and a woman sports person.

8. Two other arguments were made with respect to Articles 38, and 40 (c), i.e. that Directors’ tenure is different; whereas all other office bearers retire after two years and in some cases, after three years; directors retire, by rotation, every year. It was submitted that the proposed changes would lead to contravention of Section 152 (6) of the Companies Act, 2013, which reads as follows: ―(6) (a) Unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of directors of a public company shall—

(i) be persons whose period of office is liable to determination by retirement of directors by rotation; and

(ii) save as otherwise expressly provided in this Act, be appointed by the company in general meeting. (b) The remaining directors in the case of any such company shall, in default of, and subject to any regulations in the articles of the company, also be appointed by the company in general meeting.

(c) At the first annual general meeting of a public company held next after the date of the general meeting at which the first directors are appointed in accordance with clauses (a) and (b) and at every subsequent annual general meeting, one-third of such of the directors for the time being as are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from office.

(d) The directors to retire by rotation at every annual general meeting shall be those who have been longest in office since their last appointment, but as between persons who became directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be determined by lot. 2018:DHC:2064-DB W.P.(C) 7215/2011 (e) At the annual general meeting at which a director retires as aforesaid, the company may fill up the vacancy by appointing the retiring director or some other person thereto. Explanation.—For the purposes of this sub-section, ―total number of directors‖ shall not include independent directors, whether appointed under this Act or any other law for the time being in force, on the Board of a company.‖

9. This Court discerns no conflict with the proposed Article 38 (2) which reads as follows: “BOARD OF DIRECTORS 38(2) The Board of Directors shall consist of 16 Directors comprising one nominee of the chief controller of accounts of the GNCTD and three nominees of the Govt. of India. The elected Directors shall comprise 5 office bearers (which are President, Vice- President, Secretary, Joint Secretary and Treasurer), one member who has represented DDCA in first class cricket and above, one woman member and 5 other directors. The nominee Directors shall be the Honorary Members of the Association till such time as they remain on the Board of Directors and shall have full voting rights. The nominee Directors shall have the option to resign from the Board of Directors. “ Article 40 (c) proposed pursuant to the Court’s judgment, reads as follows: ―40(a) The Office bearers namely, President, Vice-President, Secretary, Joint Secretary and Treasurer shall hold office till the conclusion of the Annual General held after next two consecutive AGMs. In other words, the members would elect the above stated office bearers at every third AGM held after their elections. The retiring office bearers shall be eligible for re-election subject to the Articles of Association herein.‖

10. The crucial provision in Section 152 (6) is that it directs that unless the Articles of Association provide that all directors shall retire in every annual general meeting, not less than two thirds of them shall be ―persons whose period of office is liable to determination by retirement of directors by rotation;‖ and ―save as otherwise expressly provided in this Act, be appointed by the company in 2018:DHC:2064-DB W.P.(C) 7215/2011 general meeting.‖ Section 152 (6) (b)states that ―The remaining directors in the case of any such company shall, in default of, and subject to any regulations in the articles of the company, the remaining directors shall also be appointed by the company in general meeting.‖ Thus two-thirds membership of the board has to be determined, by retirement of its directors, by rotation. Clause (b) is a default provision, which states that subject to regulations in the articles of association also be appointed by the company in general meeting. In the present case, one third of the membership of the board of directors, retire annually by rotation. The principle of retirement of directors by rotation applies – firstly to the five directors, then to the other members as well. In these circumstances, it cannot be said that the proposed changes are contrary to Section 152. As far as the nominees are concerned, the Court is of opinion that the principle of rotation would apply, and the nomination term would be so applied as to be subject to Section 152. In fact, the stipulation as to appointment of two thirds of the total number of directors being elected, is fulfilled, because only 4 are nominated. This condition had previously applied only to public companies; private companies were not governed by such provision (Section 255 of the repealed Companies Act, 1956). The Supreme Court had occasion to consider and interpret it in Oriental Metal Pressing Works v. Bhaskar Kashinath Thakoor AIR 1961 SC 573.

11. The objectors had also argued that the fresh or proposed articles should be made effective prospectively and not made to apply to the forthcoming elections. It was urged that the new condition would unfairly take away the chances of those who had served as directors, for previous periods, though they were not office bearers. The Court finds no merit in this submission. The BCCI judgment which accepted the Lodha Committee recommendations are binding. The objective of ensuring that the same people or a clutch of individuals do not maintain their 2018:DHC:2064-DB W.P.(C) 7215/2011 control over sport bodies like cricket associations is to encourage budding talent and promote fresh blood, not only in the sport, but also in the management of its affairs. By occupying one executive or decision making position in an organization after another, a set of individuals can shut out an entire generation of new talent, which would possess greater energy and be more open to innovation. The plea to give prospective effect, in essence is a cry of existing directors who might be staring at the 9 year tenure restriction, to somehow get a “look in” into the fresh election process. It has no merit and is accordingly rejected.

12. No arguments were made, nor was any objection pointed out on behalf of any member, to the amendments proposed by the Administrator to give effect to this Court’s judgment (apart from the BCCI judgment, but in the light of the Mudgal committee recommendations) that were rejected by the EGM. In this view of the matter, the said proposed amendments (extracted as Table II) are to be incorporated in the appropriate place, like in the case of proposals in connection with the BCCI judgment.

TABLE II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION MANDATED BY THE HIGH COURT OF DELHI IN THE JUDGMENT/ORDER DATED 30TH JANUARY, 2017 PUT TO VOTEAND REJECTED BY MEMBERS IN THE EGM DATED 15TH SEPTEMBER 2017 S.NO. Articles mandated to be introduced by the High Court of Delhi Status Proposed Article No.

PROPOSED ARTICLES EXISTING ARTICLES

1. Affiliated Clubs (who run on grants by DDCA) to be a registered society or non-profit Company and follow NOT PASSE D 23(i)& (iii) 23(i) No club or Association shall be affiliated, or its affiliation continued, unless it is registered as a society or as a not for profit Company, and which has AFFILIATED CLUBS xxx.... xxx.... 23.(a) The Executive Committee will from a sports working Committee consisting 2018:DHC:2064-DB W.P.(C) 7215/2011 statutory guidelines submitted its duly audited financial statements and annual reports, especially about the amounts received from the Company or other bodies for the promotion and development of the game during the last three financial years. This condition shall be complied within 3 months of the coming into force of the amendment, in respect of all existing affiliated members; failure to comply would result in loss of affiliation. 23(iii) The existing Clubs, which are registered with the Registrar of Societies/Registrar of Companies and fulfill all statutory compliances, shall only be given affiliation by the Company. of 10 members who shall be elected by the affiliated club amongst the members nominated by the affiliated club. The term of the sports working committee will be of a minimum of one year which may be extended to a maximum of two year at a time by the Executive Committee. (b) The election of the members of sports working committee as specified in clause 23(a) shall be held in such manner as may be prescribed by the Executive Committee in this behalf.

2. Corresponden ce to Affiliated Clubs through registered addresses NOT PASSE D 23(ii) 23(ii) The correspondence with the existing Affiliated Clubs shall only be addressed to the registered office of the Company.

AFFILIATED CLUBS xxx.... xxx.... 23.(a) The Executive Committee will from a sports working Committee consisting of 10 members who shall be elected by the affiliated club amongst the members nominated 2018:DHC:2064-DB W.P.(C) 7215/2011 by the affiliated club. The term of the sports working committee will be of a minimum of one year which may be extended to a maximum of two year at a time by the Executive Committee. (b) The election of the members of sports working committee as specified in clause 23(a) shall be held in such manner as may be prescribed by the Executive Committee in this behalf.

3. Affiliated Clubs to provide details of disbursement of funds provided by DDCA and submit accounts to DDCA to ensure funds used only for promotion of cricket NOT PASSE D 23 (iv), (v) & (vi) 23(iv) The Board of Directors of the company shall ensure that the existing Affiliated Clubs provide the details of the disbursement and utilization of finances, which are provided by the Company for the promotion of Cricket to the Affiliated Clubs within thirty days from the end of the every financial year to maintain accountability and transparency. The company shall ensure that details of disbursement and utilization of finances for a preceding financial year are provided to it by affiliated clubs AFFILIATED CLUBS xxx.... xxx.... 23.(a) The Executive Committee will from a sports working Committee consisting of 10 members who shall be elected by the affiliated club amongst the members nominated by the affiliated club. The term of the sports working committee will be of a minimum of one year which may be extended to a maximum of two year at a time by the Executive Committee. (b) The election of the members of sports working committee as specified in clause 23(a) shall be held in 2018:DHC:2064-DB W.P.(C) 7215/2011 before finances are disbursed by it to such affiliated clubs for the succeeding financial year.

(v) The accounts pertaining to the grant provided by the company to the affiliated clubs shall be submitted to the company.

(vi) The company shall check that the grant has been utilized for the promotion of cricket and should grant affiliation to the clubs for the next cricketing season only after being satisfied that the grant has been properly utilized for the promotion of cricket. such manner as may be prescribed by the Executive Committee in this behalf.

4. Independent Sports Working Committee of retired players, coaches etc.

NOT PASSE D

WORKING COMMITTEES

1. SPORTS WORKING COMMITTEE (“SWC”)

(i) The Board of

Directors shall form a Sports Working Committee consisting of 10 members from amongst the following: (a) 5 retired men or women international or national/state/Ranji Trophy cricketers of credible repute (the AFFILIATED CLUBS xxx.... xxx.... 23.(a) The Executive Committee will from a sports working Committee consisting of 10 members who shall be elected by the affiliated club amongst the members nominated by the affiliated club. The term of the sports working committee will be of a minimum of one year which may be 2018:DHC:2064-DB W.P.(C) 7215/2011 names proposed should be approved by the BCCI). (b) 2 members elected by Affiliated Clubs. The elections of the Affiliated Clubs shall be held under the supervision of the Company. The Affiliated Clubs shall nominate one person per club as their nominees for elections to the Sports Working Committee and such nominees would elect amongst themselves two members who shall be the members of the sports working committee. (c) 2 members of Institutional Clubs The elections of the Institutional Clubs shall be held under the supervision of the Company. The institutional clubs shall nominate one person per club as their nominees for elections to the Sports Working Committee and such nominees would elect amongst themselves two members who shall be the members of the sports working committee. extended to a maximum of two year at a time by the Executive Committee. (b) The election of the members of sports working committee as specified in clause 23(a) shall be held in such manner as may be prescribed by the Executive Committee in this behalf. 2018:DHC:2064-DB W.P.(C) 7215/2011 (d) 1 senior coach (the name proposed should be approved by the BCCI).

(ii) The term of the

Sports Working Committee will be a minimum of one year, which may be extended to a maximum term of two years by the Executive Committee.

(iii) The Sports

Working Committee shall perform the following functions and duties: (a) To supervise all the sports relating activities within company. (b) To organize matches between the affiliated clubs.

(c) To conduct meeting for the aforesaid and prepare the minutes of meeting for the approval of board of directors.

(d) To get an approved budget from the accounts department for the league matches, super league and hot weather tournaments between affiliated clubs. (e) To decide for the fixtures of teams playing, fixtures of 2018:DHC:2064-DB W.P.(C) 7215/2011 dates. (f) To enter into agreement with various institutions for hiring of grounds within Delhi. (g) To recommend the names of the Selectors, Coaches and Team Manager of the Delhi team to the Board of Directors after verifying the credentials like coaching certificate from BCCI etc. (h) To recommend it to the Board of Directors about refreshment amount to be payable to the players after the matches.

(i) To recommend the amount of subsidy to be provided to the

Private Clubs with adequate bifurcation to the Board of Directors for approval. (j) To manage boarding, lodging and transportation for the Delhi Team players for the outstation matches. (k) To provide for 5 star or equivalent standard accommodation to Ranji players and 3 star hotel accommodation for the junior teams.

(iv) Proper minutes

2018:DHC:2064-DB W.P.(C) 7215/2011 shall be prepared for all meetings of the Sports Working Committee, signed by the Chairman of the Committee and submitted with the Board of Directors within 30 days from the date of such meetings. Such minutes shall be available for inspection by the members of the Company on any working day during business hours.

5. Tendering Committee to ensure procurement of goods through transparent tendering process NOT PASSE D

(i) For the purpose of procuring items/services for company, or for execution of any matches/BCCI tournaments/Indian Premier League/Internationa l One day matches/Test matches, the Board of Directors shall appoint a three member Tendering Committee, for a term no exceeding three years. The tender team shall comply with the following process in execution of their tasks: (a) procurement of orders be placed by issuing tenders either electronically AFFILIATED CLUBS xxx.... xxx.... 23.(a) The Executive Committee will from a sports working Committee consisting of 10 members who shall be elected by the affiliated club amongst the members nominated by the affiliated club. The term of the sports working committee will be of a minimum of one year which may be extended to a maximum of two year at a time by the Executive Committee. (b) The election of the members of sports working committee as specified in clause 23(a) shall be held in such manner as may be prescribed by the 2018:DHC:2064-DB W.P.(C) 7215/2011 and/or by means of publication of an advertisement in the daily newspapers. (b) All quotations/tenders sought shall be displayed on the website for perusal by the public and advertised in the newspapers about the tenders floated on website.

(c) Exigent powers of procurement of items of value of below Rs.50,000/may be delegated to the CEO.

(d) The bidders must meet the requirements of financial and the technical bid.

(d) above, the lowest bidder would be awarded the tender and would enter into a contract with company for the same. (f) The lowest bidder need not be awarded the contract if he shows inability to perform the work assigned under the tender. (g) The successful bidder should be issued a proper purchase order. (h) Payments should be made only against invoices after proper verification of the Executive Committee in this behalf. 2018:DHC:2064-DB W.P.(C) 7215/2011 work and certification in favor of vendor. (h) Payments should be made only against invoices after proper verification of the work and certification in favor of vendor.

(i) Where orders are placed without calling quotations, the reasons for not inviting quotations shall be recorded. A detailed statement for the entire selection criteria of the vendor, basis for decision on rates, whether competitive or not, shall be narrated in details and be put forth in AGM or immediate next EGM. (j) The procedure mention in sub clause (d), (e) and (f) should be strictly adhered to also in the event of orders being placed without floating any tenders.

(ii) The

Vendors/Contractor s to whom the work is awarded shall disclose by way of an affidavit whether he is a relative of any member of the Board of Directors of the Company or any of its committees or a member of the 2018:DHC:2064-DB W.P.(C) 7215/2011 Company or any of its affiliated clubs.

(iii) A register of interests shall be maintained so that the office bearers disclose their interest so as to avoid any conflict of interest.

(iv) Proper minutes shall be prepared for all meetings of the Tendering

Committee, signed by the Chairman of the Committee and submitted with the Board of Directors within 30 days from the date of such meetings. Such minutes shall be available for inspection by the members of the Company on any working day during business hours.

6. ‗Ticketing & Accreditation‘ rules to ensure match tickets and Complimentar y passes are not pilfered and misused by Executive Committee members.

NOT PASSE D

(i) Maximum number of tickets ought to be put on sale for the benefit of the spectators and the Company‘s finances.

(ii) Every ticket should have a seat number assigned to ensure comfort and assured seat for the spectators.

(iii) The

AFFILIATED CLUBS xxx.... xxx.... 23.(a) The Executive Committee will from a sports working Committee consisting of 10 members who shall be elected by the affiliated club amongst the members nominated by the affiliated club. The term of the sports working committee will be of a minimum of one 2018:DHC:2064-DB W.P.(C) 7215/2011 complimentary passes for the office bearers, Directors, SWC, Women Committee Members, various authorities, players, coaches and affiliated clubs and passes for the members should only be assigned in West Stand Fourth Floor, Hill Band West Stand Ground Floor of the Stadium.

(iv) The number of complimentary passes issued shall not exceed the following limit: (a)Directors – 10 per match. (b) SWC-4 per match

(c) Patrons – 4 per match.

(d) Various authorities – shall not exceed 1000 per match.

(e) current and former international players (men & women) -2 per match. (f) Current and former national players (Ranji Men and Women) – 1 per match. (g) Present players (men & women of all age categories)-1 per match. (h) Senior coaches (list to be approved year which may be extended to a maximum of two year at a time by the Executive Committee. (b) The election of the members of sports working committee as specified in clause 23(a) shall be held in such manner as may be prescribed by the Executive Committee in this behalf. 2018:DHC:2064-DB W.P.(C) 7215/2011 by a committee consisting of 3 international players from Delhi) – 2 per match.

(i) Affiliated Clubs –

1 per match. (v)One pass (members pass) should be issued to each member of the company. If any member is found to have sold any complimentary ticket, action will be taken against such member of the company after following due process.

(vi) The complimentary passes of the authorities should only be handed over to the nodal officer appointed by that particular authority.

(vii) The board of directors, Sports

Working Committee members, patrons and employees should be issued only one Accreditation Card for themselves. No request for any additional accreditation card shall be entertained.

(viii) People involved in cricket operations should

2018:DHC:2064-DB W.P.(C) 7215/2011 only be given Accreditation Cards after getting approval of the Board of Directors as they get access to various sensitive areas which are restricted by the Company.

(ix) A proper system of issuance and verification of

Accreditation Cards shall be followed to avoid misuse of the generic Accreditation Cards issued to the various authorities.

(x) The office bearers of the company shall not promote the culture of watching the match at Ferozshah Kotla Ground or any other ground with complimentary passes and shall stop entertaining the requests for any complimentary passes.

(xi) Details regarding the distribution of discretionary quota of complimentary passes and accreditation cards shall be furnished to the board of directors.

(xii) All records of

2018:DHC:2064-DB W.P.(C) 7215/2011 distribution of complimentary passes and Accreditation Cards shall be maintained by the company and posted on the website of the company after every match. All information pertaining to tendering, issuance of contracts/work orders shall also be made public and posted on the website of the company.

(xiii) All financial and other documents relating to the matches, selection and the functioning of the company (minutes of meetings) shall be posted on the website of the company, since it performs public functions and such disclosure will not only ensure transparency but also enhance the reputation of the company and its office bearers in the eyes of its members and general public.

(xiv) In order to bring Feroz Shah

Kotla Stadium to its erstwhile international standards, a 2018:DHC:2064-DB W.P.(C) 7215/2011 permanent maintenance committee comprising of an independent professional person shall be constituted and it shall function regularly.

7. DDCA to maintain Accounts, cash registers, bills, balance sheet as per Secretarial practices.

NOT PASSE D 53 ACCOUNTS 53.(a)The Accounts of the Association shall as soon as practicable after the end of the financial year be audited by an Auditor, who shall be appointed at each AGM. (b) True accounts shall be kept by the Treasurer of all moneys received and expended by the Company and the matters in respect of which such receipts and expenditure take place and of all assets, credits and liabilities of the Company.

(c) The financial framework and administration of the company shall strictly adhere to financial manual which shall lay down financial policies and procedures to guide operations and management of money within the company. The financial manual shall contain and ACCOUNTS xxx....

53. The Accounts of the Association shall as soon as practicable after the end of the financial year be audited by an Auditor, who shall be appointed at each Annual General Meeting. 2018:DHC:2064-DB W.P.(C) 7215/2011 define the controls on financial assets, exercising budgetary control, control on human resources, control on physical assets, and other financial regulations etc.

(d) The members of the company at

AGM shall appoint an individual or a firm as an Auditor of the company who shall hold the office from the conclusion of that meeting till the conclusion of the sixth annual general meeting subject to ratification by the members of the company at each AGM. The auditor(s) of the company shall have the right of access at all times to the books of accounts, vouchers and any other documents relating to the accounts of the company and shall be entitled to obtain from the office bearers and committees such information and explanation as may be necessary in the discharge of his/their duties. (e) The balance sheet duly audited with the Auditor‘s remarks shall be laid before the Executive Body at 2018:DHC:2064-DB W.P.(C) 7215/2011 the AGM. (f) Accounts and finance department shall be mandatorily consulted for the proposal having financial implications. (g) Accounts and Finance Department shall maintain an internal control and management information system (MIS) on debtors, creditors, Bills pending for approval of management, outstanding statutory dues like TDS, Service Tax, Employees Provident Fund, Cash Flow, Advances pending adjustment etc. and prepare budget for each match in addition to annual budget of the company. (h) Bills to be approved by the Committee formed by the Board of Directors.

(i) Pending bills are not to be approved by Board of

Directors in any event and to be shown as outstanding. (j)Bills reimbursable by BCCI shall be separately furnished in meeting of the Board of Directors 2018:DHC:2064-DB W.P.(C) 7215/2011 of the Company. (k) The accounts for the utilization of the funds and grants from BCCI and other bodies to be maintained.

(l) The Books of account of the company shall be open to inspection by the members of the company during office hours subject to prior intimation.

13. Apart from the amendments proposed in Tables I and II the Administrator had proposed amendments to Articles of Association, to bring them in line with the new Companies Act of 2013. However, inexplicably, these too were rejected. No arguments were addressed on these amendments voicing objections. The said amendments are shown below as Table III.

TABLE III PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AS PER STATUTORY COMPLIANCES AS PER THE COMPANIES ACT, 2013 AND THE RULES PUT TO VOTE IN THE EGM DATED 15TH SEPTEMBER 2017 BUT REJECTED BY EGM S.NO. Articles mandated to be introduced by the latest Companies Act and Rules Status Proposed Article No.

PROPOSED ARTICLES EXISTING ARTICLES

1. Compulsorily holding AGM every year and business to be transacted thereto.

NOT PASSED 25(i) & 36 A 25 (i) GENERAL MEETINGS Annual General Meeting (―AGM‖): The Company shall mandatorily hold with respect to every financial year, in addition to other meetings, a general meeting as an AGM GENERAL MEETINGS

25. All General Meeting other than Annual General Meeting shall be called extra-ordinary General 2018:DHC:2064-DB W.P.(C) 7215/2011 and specify the meeting as such in the notices calling it. Not more than fifteen months should elapse between two (2) AGMs of the company. 36A The following business shall be transacted at every AGM of the Company: (a) Adoption of the Report of the Secretary for the year under review; (b) Adoption of the Treasurer‘s Report and the audited accounts for the year under review;

(c) Appointment of

(d) Appointment of the

Ombudsman and Ethics Officer; (e) Consideration of the Report and recommendations of the Board of Directors, the CEO and the Committees and to propose policy directions to the Board of Directors; (f) Consideration of the Report and recommendations of the Board of Directors and to propose policy directions to the Executive Body; (g) Consideration of any amendments to the Rules and Regulations of the Company, as Meetings.

36 The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. No poll shall be demanded on the election of a chairman of a meeting and a poll demanded on a question of adjournment shall be taken at the meeting without adjournment. 2018:DHC:2064-DB W.P.(C) 7215/2011 proposed by a Full Member shall not be considered unless the proposals for amendments are received by the Secretary of the Board of Directors atleast 60 days prior to the date of the AGM; (h) Consideration of the Reports of the Ombudsman and Ethics Officer and any recommendations made therein;

(i) Consideration of any motion, notice whereof is given by a

Full Member to the Secretary fourteen days before the meeting. (such a motion shall be circulated in advance to all members); (j) To appoint the DDCA or its representatives to BCCI and; (k) Consideration of any other business which the President may consider necessary to be included in the agenda.

2. Notice to EGM and AGM as per the Section NOT PASSED 28 PROCEEDINGS AT GENERAL MEETINGS

28. A notice of at least fourteen (14) days shall be given for General Meeting, specifying the place, the day and the hour PROCEEDINGS AT GENERAL MEETINGS xxx....

28. At least fourteen days notice specifying 2018:DHC:2064-DB W.P.(C) 7215/2011 of General Meeting and in the case of special business, the general nature of such business accompanied by an explanatory statement under section 102 of the Act, shall be given to the persons mentioned below:

(i) every member of the company, legal representative of any deceased member or the assignee of an insolvent member;

(ii) the Auditor or

Auditors of the company; and Provided that the accidental omission to give such notice to or the non-receipt of such notice by any member shall not invalidate any resolution passed or proceedings held at any such General Meeting. the place, the day and the hour of the meeting, and in case of special business the general nature of such business, shall be given to all members entitled to receive such notice.

3. Compulsory recording and maintaining of Minutes of Meeting open for inspection by members NOT PASSED 36 B MINUTES OF MEETING 36B (i) The proceedings of every meeting (including EGM, meeting of board of directors, and meeting of each committee etc.) and every resolution passed shall be recorded in the minutes book as per the Companies Act,

2013.

(ii) the minutes of proceedings of each meeting shall be entered in the books

36 The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. No poll shall be demanded on the election of a chairman of a meeting and a poll demanded on 2018:DHC:2064-DB W.P.(C) 7215/2011 maintained for that purpose along with the date, type of meeting, venue of meeting and conclusion of meeting of such entry within thirty days from the conclusion of meeting. It shall record the name of the Directors and the members personally present.

(iii) Each page of the minutes of meeting shall be initialled or signed and the last page of the proceeding of each meeting shall be dated and signed by the chairman of the meeting. Minutes once signed by the Chairman, shall not be altered.

(iv) The minutes book shall be kept at the registered office of the company and shall be preserved permanently and kept in the custody of the Company Secretary or any other director as approved by the board. The minutes of the AGM and EGMs shall be available for inspection by the members of the company on any working day during business hours. (v)The minutes shall mention the brief background of all proposals, summary or deliberations thereof, in case of major decisions, the a question of adjournment shall be taken at the meeting without adjournment. 2018:DHC:2064-DB W.P.(C) 7215/2011 rationale thereof. The minutes shall contain a fair and correct summary of proceedings of the meeting. Minutes shall be written in third person and past tense. Resolutions however, should be in present tense. Minutes should be exact transcript of the proceedings at the meeting.

(vi) Within 15 days from the date of conclusion of the meeting, the draft minutes thereof shall be circulated to all the Directors of the Board or the Committee by hand or by speed post or courier or email etc. for their comments on the draft minutes within seven days from the date of circulation thereof, so that the minutes are entered in the minutes book within the specified time of thirty days. Minutes once entered into minutes book shall not be altered except for the express approval of the board at its subsequent meeting in which such meetings are sought to be altered.

(vii) A copy of the signed minutes certified by the company secretary or where there is no company secretary, by 2018:DHC:2064-DB W.P.(C) 7215/2011 any director authorized by the board, shall be circulated to all Directors within fifteen days after these are signed by the Chairman.

(viii) The Directors,

(ix) Minutes of meeting shall be preserved permanently in good order, physical form or in electronic form, for as long as they remain current for eight financial years, which ever is later.

4. Retirement of Board of Directors/Exec utive Committee Members NOT PASSED 39 One third of all Directors except the office bearers and nominee of the Chief Controller of Accounts of the Govt. of National Capital Territory of Delhi shall retire by rotation at every AGM. The Directors to retire by rotation at every AGM shall be those who have been longest in office since their last appointment, but as between persons who became directors on the same day, those who are to retire shall, in default of and subject to any EXECUTIVE COMMITTEE xxx....

39. At each Annual General Meeting all Executive Committee Members except the following office-bearers. Namely, President, 3 (Three) Vice Presidents, Hony. Gen. Secretary, Hony. Sports Secretary, Hony. 2018:DHC:2064-DB W.P.(C) 7215/2011 agreement among themselves, be determined by lot. At the AGM at which a Director retires as aforesaid, the company may fill up the vacancy by appointing the retiring Director if he is eligible for such appointment as per these Articles or some other person thereto. Club Secretary, Hony. Treasurer, eight Joint Secretaries namely 2 (Two) Joint Secretary (Sports), 2 (Two) Joint Secretary (Club), 2 (Two) Joint Secretary (Accounts) and 2 (Two) Joint Secretary (Company Affairs), shall retire by rotation. The retiring members shall be eligible for reelection subject to the provisions of the Act.

5. Qualification to be elected as Director as per Section 164 of the Companies Act, 2013.

NOT PASSED

46 Subject to the provisions of 164(1) of the Companies Act, 2013, a person shall not be eligible for appointment as a director of a company, if (a) he is of unsound mind and stands so declared by a competent court; (b) he is an undischarged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is pending;

(d) he has been convicted by a court of any offence, whether involving moral

EXECUTIVE COMMITTEE xxx....

46. Subject to the provisions of Section 283(2) of the Act, the office of a Director shall become vacant if:- (a) he is found to be of unsound mind by a Court of competent jurisdiction; or (b) he applies to be adjudicated 2018:DHC:2064-DB W.P.(C) 7215/2011 turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence; Provided that if a person has been convicted of any offence and sentenced in respect thereof to imprisonment for a period of seven years or more; he shall not be eligible to be appointed as a director in any company; (e) an order disqualifying him for appointment as a director has been passed by a court or Tribunal and the order is in force; (f) he has not paid any calls in respect of any shares of the company held by him whether alone or jointly with others and six months have elapsed from the last day fixed for the payment of the call; (g) he has been convicted of the offence dealing with related party transactions under section 188 at any time during the last preceding five years; or (h) he has not complied with subsection (3) of Section as an insolvent; or

(c) he is adjudicated an insolvent;

(d) any office or place of profit under the

Company is held by him in contravention of Section 314 of the Act; or (e) he absents himself from three consecutive meetings of the Executive Committee or from all meeting of the Executive Committee without obtaining leave of absence from the Executive Committee; or (f) he becomes disqualified by an order of the Court under Section 203 of the Act; or (g) he is removed in pursuance of Section 284 of the Act; or (h) he (whether by himself or by any person 2018:DHC:2064-DB W.P.(C) 7215/2011

152. Subject to the provisions of 164(2) of the Companies Act, 2013, no person who is or has been a director of a company which (a) has not filed financial statements or annual rents for any continuous period of three financial years; or (b) has failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more, shall be eligible to be reappointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to do so. for his benefit or on his amount) or any firm in which he is a partner or any private company of which he is a Director, accepts a loan or any guarantee or security for a loan from the company in contravention of section 295 of the Act; or

(i) be acts in contravention of Section 299 of the Act and by virtue of such contravention shall have been deemed to have vacated office; or (j) he is convicted by a Court of any offence involving moral turpitude and sentenced in respect of thereof to imprisonment for not less than six months. 2018:DHC:2064-DB W.P.(C) 7215/2011

14. In the light of the previous discussion, the objections to the amendments proposed but rejected, are hereby dismissed. The Administrator is required to ensure that the proposed amendments in Column (5) in Table I, Table II and Table III are incorporated in the Articles of Association of DDCA; the existing provisions (indicated in the last column of each of the Tables I to III) shall stand substituted, accordingly. The process of publishing the new Articles of Association (incorporating the amendments indicated above) shall be completed in two weeks, within which period, the said amended Articles of Association shall also be published in the DDCA’s website. The Administrator shall take steps to ensure that the elections, in accordance with the said Articles of Association are held within eight weeks from today. All pending applications are disposed of; the writ petition shall also stand disposed of.

S. RAVINDRA BHAT

(JUDGE)

A.K. CHAWLA (JUDGE) MARCH 23, 2018