Delhi High Court
Delhi And District Cricket Association ... vs Mcd And Ors. on 23 March, 2018
Equivalent citations: AIRONLINE 2018 DEL 2459
Bench: S. Ravindra Bhat, A.K. Chawla
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Reserved on: 27.02.2018
Pronounced on: 23.03.2018
+ W.P.(C) 7215/2011, C.M. APPL.16416/2011, 1125/2013,
27732/2016, 32226/2016, 8427-8428/2017, 9874-9875/2017,
9883/2017, 13588/2017, 17306/2017, 21011-21012/2017,
24450/2017, 27949-27950/2017, 29894/2017, 36398/2017 &
594/2018
DELHI AND DISTRICT CRICKET ASSOCIATION THROUGH
ITS HONORARY GENERAL SECRETARY ..... Petitioner
versus
MUNICIPAL CORPORATION OF DELHI AND ORS.
.... Respondents
Through: Sh. Sudhir Nandrajog, Sr. Advocate with Sh. Pradeep Chhindra and Ms. Kritika Gupta, Advocates, for DDCA.
Sh. Sumit Virmani, Advocate, for Respondent Nos. 1, 6, 7, 10, 12 and 20.
Sh. Rohit Gandhi, Advocate, for Respondent Nos. 5, 18 and 19.
Sh. Rahul Mehra, Standing Counsel with Sh. Gautam Narayan, ASC with Sh. R.A. Iyer, Advocate, for GNCTD.
Mr. Monika Arora with Sh. Kushal Kumar, Advocates. Sh. Rajat Jain, Advocate. Sh. Vivek Aggarwal, Advocate, for Respondent Nos. 2, 9, 13, 15 and 17.
Sh. N.K. Kantawala, Ms. Shloka Rawat and Ms. Dhanusha Jain, Advocates, for Respondent Nos. 22 to 24. Sh. Ishaan Madaan, Advocate, for Sh. Dinesh Saini, Ex- Director.
Sh. Ajjay Aroraa, Advocate, for SDMC, in Item No.21.
CORAM:
HON'BLE MR. JUSTICE S. RAVINDRA BHAT HON'BLE MR. JUSTICE A.K. CHAWLA W.P.(C) 7215/2011 Page 1 of 62 MR. JUSTICE S. RAVINDRA BHAT %
1. This judgment will dispose of several pending applications, particularly those concerned with implementation of the Lodha Committee recommendations, further interpreted by this Court, in its judgment dated 30.01.2017, in these proceedings. Some members claiming to be aggrieved approached the Supreme Court. The Court did not interfere with the judgment; on the contrary, it permitted the convening of the meeting of the General Body of the Delhi District Cricket Association ("DDCA") for the purpose of carrying out consequential amendments to the Articles of Association of DDCA, pursuant to the judgment of this Court, and the judgment of the Supreme Court in Board of Control for Cricket v Cricket Association of Bihar 2016 (8) SCC 535 (hereafter "BCCI judgment").
2. After a round of objections about the elections and the modalities of voting, etc were considered by this Court, and dealt with in two previous orders, the Administrator appointed by this Court (Justice Vikramajit Sen) held the meeting in which the members accepted several amendments directed in the BCCI judgment and some amendments directed by the judgment of this Court. The other amendments and changes, directed by the BCCI judgment and additionally, by this Court, in the light of its reasoning in its main judgment, were rejected.
3. In this view of the matter, the Supreme Court on 15.11.2017 had recorded as follows, in the pending special leave petitions before it:
―O R D E R It is submitted by Mr. Rana Mukhejee, learned senior counsel for the Administrator that the draft Constitution on the basis of Justice Lodha Committee Report has been filed before the High Court. Mr. Datar, learned senior counsel appearing for the petitioner shall obtain instructions as to whether the draft Constitution has already been filed before the High Court or not. In case the draft W.P.(C) 7215/2011 Page 2 of 62 Constitution has been filed, this Court may think it appropriate to ask the High Court to deal with the same in the backdrop of Justice Lodha Committee Report.
Matter be listed on Tuesday, the 28th November 2017.‖ On 28.11.2017, the Supreme Court, in its order, directed as follows:
―O R D E R We have been apprised in the course of hearing that the draft Constitution has been filed before the High Court. The High Court is required to deal with the same in the backdrop of Justice Lodha Committee's recommendations, within eight weeks hence. We may also note that Mr. Vikas Singh, learned senior counsel, appearing for the petitioner, after obtaining instructions, clearly states that they will be bound by Justice Lodha Committee's recommendations, irrespective of the voting to expedite the election. However, keeping in view the aforesaid submission of Mr. Vikas Singh, we direct not only the petitioner, but all the members to abide by the recommendations of Justice Lodha Committee's recommendations, so that the High Court will be in a position to finalize the draft Constitution and the elections can be held. List the matter after eight weeks.‖
4. Mainly, the objections to the directions (to amend the Articles of Association) of this Court are in respect of two types. The first are objections relating to amendments that are consequent to the BCCI judgment - they are set out in Table I; Table-II relates to amendments consequent to directions of this Court in its judgment of 30.01.2017. The status of the existing and the proposed articles pursuant to the BCCI judgment, rejected by the EGM, is set out in the following tabular chart:
TABLE I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION MANDATED BY THE SUPREME COURT IN BCCI judgment PUT TO VOTE BY MEMBERS AND REJECTED IN THE EGM DATED 15TH SEPTEMBER 2017 S.NO. Articles Status Proposed PROPOSED EXISTING (1) mandated to be (3) Article No. ARTICLES ARTICLES introduced by (4) (5) (6) the Supreme W.P.(C) 7215/2011 Page 3 of 62 Court (2)
1. Association for NOT 23(3) 3. SELECTION AFFILIATED form an PASSED COMMITTEE AND CLUBS independent THE SELECTION selection PROCESS xxx... .
committee (free (i) The Board of from Governing Directors shall xxx... . Body) appoint a three (also mandated member Selection 23.(a) The by High Court of Committee, for a term Executive Delhi) not exceeding 3 Committee will years, for selection of from a sports players to represent working DDCA in all age Committee groups (men and consisting of 10 women), for members who appointment of coach shall be elected by and Manager of the affiliated club DDCA team. One amongst the person from the members selection committee nominated by the will consist of 1 affiliated club. retired international The term of the cricket player. The sports working names of the committee will be selectors shall be of a minimum of approved by BCCI one year which and no selection may be extended panel should exceed to a maximum of more than 3 two year at a time members. by the Executive Committee.
(ii) The selection process adopted by (b) The the selection election of the committee shall be members of sports fair and transparent. working All selected committee as candidates shall fill a specified in clause detailed form, which 23(a) shall be held shall also specify in such manner as their relation, if any, may be prescribed with the office by the Executive bearers, board of Committee in this directors, and sports behalf.
working committee members or with any person concerned with the company.
W.P.(C) 7215/2011 Page 4 of 62The said disclosure shall be made public and the list of candidates to be considered by the selection committee shall also be made public on the website.
(iii) the coaches or any other person sought to be appointed by the company shall enter into formal contract before their appointment. Their remuneration should be fixed by the board of directors prior to their appointment.
(iv) Proper minutes shall be prepared for all meetings of the selection 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.
2. Association shall NOT 37 VOTE OF VOTE OF not have proxy PASSED MEMBERS MEMBERS voting 37. On a show of (also mandated hands or on a ballot 37. On a show by High Court of every member present of hands or on a Delhi) in person and entitled ballot every to vote shall have one Member present in W.P.(C) 7215/2011 Page 5 of 62 vote, and upon a poll person and every member present entitled to vote in person shall have shall have one one vote. Vote may be vote, and upon a given personally poll every member only. No proxy voting present in person shall be allowed or by proxy shall during the meetings. 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 forty- eight hours before the meeting of the company.
3. No post in the NOT 38(3) BOARD OF EXECUTIVE Association to be PASSED DIRECTORS COMMITT held for more 38(3) The term of a EE than 9 years Director shall be for (also mandated a period not 38. The by High Court of exceeding three Executive Delhi) years, but with a maximum of three Committee shall such terms consist of a regardless of the post President, three held, with a cooling Vice-Presidents, off period of three one Hony. years after each such General term. Every elected Secretary, one W.P.(C) 7215/2011 Page 6 of 62 member shall stand Hony. Sports automatically Secretary, one disqualified after 9 Hony. Club years to be elected as Secretary, one Director. 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 W.P.(C) 7215/2011 Page 7 of 62 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 NOT 38(2) BOARD OF EXECUTIVE to include PASSED DIRECTORS COMMITT representatives 38(2) The Board of EE of players Directors shall (also mandated consist of 16
38. The by High Court of Directors comprising Executive Delhi) one nominee of the chief controller of Committee shall accounts of the consist of a GNCTD and three President, three nominees of the Govt. Vice-Presidents, of India. The elected one Hony. Directors shall General comprise 5 office Secretary, one bearers (which are Hony. Sports President, Vice- Secretary, one President, Secretary, Hony. Club Joint Secretary and Secretary, one Treasurer), one member who has Hony. Treasurer, represented DDCA in eight Joint first class cricket and Secretaries above, one woman namely 2 (Two) member and 5 other Joint Secretary directors. The (Sports), 2 (Two) nominee Directors Joint Secretary shall be the Honorary (Club), 2 (Two) Members of the Joint Secretary Association till such (Accounts) and 2 time as they remain (Two) Joint on the Board of Directors and shall Secretary W.P.(C) 7215/2011 Page 8 of 62 have full voting (Company rights. The nominee Affairs), and Directors shall have Eleven more the option to resign members, three from the Board of of whom can be Directors.
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.
W.P.(C) 7215/2011 Page 9 of 625. Governing body NOT 38(2) BOARD OF EXECUTIVE of association to PASSED DIRECTORS COMMITT include 38(2) The Board of EE representatives Directors shall of women consist of 16 38. The (also mandated Directors comprising Executive by High Court of one nominee of the Delhi) chief controller of Committee shall accounts of the consist of a GNCTD and three President, three nominees of the Govt. Vice-Presidents, of India. The elected one Hony. Directors shall General comprise 5 office Secretary, one bearers (which are Hony. Sports President, Vice- Secretary, one President, Secretary, Hony. Club Joint Secretary and Secretary, one Treasurer), one member who has Hony. Treasurer, represented DDCA in eight Joint first class cricket and Secretaries above, one woman namely 2 (Two) member and 5 other Joint Secretary directors. The (Sports), 2 (Two) nominee Directors Joint Secretary shall be the Honorary (Club), 2 (Two) Members of the Joint Secretary Association till such (Accounts) and 2 time as they remain (Two) Joint on the Board of Directors and shall Secretary have full voting (Company rights. The nominee Affairs), and Directors shall have Eleven more the option to resign members, three from the Board of of whom can be Directors. 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 W.P.(C) 7215/2011 Page 10 of 62 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 NOT 38(2) BOARD OF EXECUTIVE to include PASSED DIRECTORS COMMITT nominee of the 38(2) The Board of EE Accountant Directors shall General of the consist of 16 38. The State. Directors comprising Executive (also mandated one nominee of the by High Court of chief controller of Committee shall Delhi) accounts of the consist of a GNCTD and three President, three nominees of the Govt. Vice-Presidents, of India. The elected one Hony. Directors shall General comprise 5 office Secretary, one bearers (which are Hony. Sports President, Vice- Secretary, one President, Secretary, Hony. Club W.P.(C) 7215/2011 Page 11 of 62 Joint Secretary and Secretary, one Treasurer), one Hony. Treasurer, member who has eight Joint represented DDCA in Secretaries first class cricket and namely 2 (Two) above, one woman Joint Secretary member and 5 other directors. The (Sports), 2 (Two) nominee Directors Joint Secretary shall be the Honorary (Club), 2 (Two) Members of the Joint Secretary Association till such (Accounts) and 2 time as they remain (Two) Joint on the Board of Secretary Directors and shall (Company have full voting Affairs), and rights. The nominee Eleven more Directors shall have members, three the option to resign from the Board of of whom can be Directors. 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 W.P.(C) 7215/2011 Page 12 of 62 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 NOT 40(c) 40(c) 40. (a) disqualified from PASSED Notwithstanding The Office being an office anything contained in bearers namely, bearer if he or any provision of these President, 3 Vice she: articles, any elected Presidents, Hony.
(a) Is not a Director of the General citizen of India; company, shall stand Secretary, Hony.
(b) Has attained automatically Treasurer, Hony. the age of 70 disqualified after 9 Sports Secy. And years; nine years as an Hony. Club
(c) Is declared to office bearer (i.e. Secretary shall be insolvent, or member of the Board hold office till the of unsound mind; of Directors) and conclusion of the
(d) Is a Minister shall also be Annual General or a government disqualified from held after next two servant [except contesting or holding succeeding for the nominee the post of a Director Annual General of the Accountant of the Company if he Meetings. In General of the has completed the other words, the State]; age of 70 years or is members would
(e) Holds any charged under the elect the above- office or post in a penal law for an stated office sports or athletic offence involving bearers at every association or moral turpitude or is third Annual federation apart declared to be of General Meeting from cricket; unsound mind, or, is held after their
(f) Has been an a Minister of any elections. The Office Bearer of State or Central retiring Office the Association Government of India bearers shall be for a cumulative or any government eligible for re- period of 9 years servant or holds any election subject to (also mandated post in another sports the provisions of by High Court of body in the country. the Act.
Delhi) Provided W.P.(C) 7215/2011 Page 13 of 62 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 W.P.(C) 7215/2011 Page 14 of 62 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 re-
election 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 re-
designed as Additional Joint Secretary (Sports), Additional Joint W.P.(C) 7215/2011 Page 15 of 62 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 NOT 40(a) 40(a) The Office 40. (a) of the PASSED bearers namely, The Office Association to President, Vice- bearers namely, hold office for President, Secretary, President, 3 Vice Presidents, Hony.
two consecutive Joint Secretary and General Secretary, terms Treasurer shall hold Hony. Treasurer, (also mandated office till the Hony. Sports Secy. by High Court of conclusion of the And Hony. Club Delhi) Annual General held Secretary shall hold after next two office till the consecutive AGMs. In conclusion of the other words, the Annual General members would elect held after next two the above stated succeeding Annual General Meetings.
office bearers at In other words, the every third AGM held members would after their elections. elect the above- The retiring office stated office bearers bearers shall be at every third eligible for re- Annual General election subject to the Meeting held after Articles of their elections. The Association herein. retiring Office bearers shall be eligible for re-
election subject to the provisions of the Act.
Provided that, upon
W.P.(C) 7215/2011 Page 16 of 62
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 W.P.(C) 7215/2011 Page 17 of 62 Meeting held after their elections. The retiring Office Bearers shall be eligible for re-
election 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 re-
designed 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 ----------
W.P.(C) 7215/2011 Page 18 of 62full time CEO for PASSED 55. The Board of administration Directors shall and functioning appoint a Full time (also mandated CEO to ensure that by High Court of the company works to Delhi) 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.
W.P.(C) 7215/2011 Page 19 of 6257. 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;
(e) Familiarity with regulatory and legal responsibilities as well as attendant risks;
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 W.P.(C) 7215/2011 Page 20 of 62 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 W.P.(C) 7215/2011 Page 21 of 62 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.W.P.(C) 7215/2011 Page 22 of 62
(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-to-
day management of affairs of the W.P.(C) 7215/2011 Page 23 of 62 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 W.P.(C) 7215/2011 Page 24 of 62 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 W.P.(C) 7215/2011 Page 25 of 62 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 W.P.(C) 7215/2011 Page 26 of 62 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 W.P.(C) 7215/2011 Page 27 of 62 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 W.P.(C) 7215/2011 Page 28 of 62 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-à- vis the governance structure of BCCI are as follows:
"4. Office Bearer 'Limited Tenures & Cooling Off' While all the existing office bearers (President, Vice-President, Secretary, Treasurer and Joint Secretary) are retained in honorary positions, the number of Vice Presidents is pruned from five to one. Their duties have been realigned. The President is shorn of his say in selections. The additional vote for the President at meetings is deleted. The terms of these Office Bearers continue to be of 3 years, but with a maximum of 3 such terms regardless of the post held, with a cooling off period after each such term."
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.
W.P.(C) 7215/2011 Page 29 of 62Furthermore, 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 W.P.(C) 7215/2011 Page 30 of 62 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.W.P.(C) 7215/2011 Page 31 of 62
(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 W.P.(C) 7215/2011 Page 32 of 62 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 W.P.(C) 7215/2011 Page 33 of 62 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 Status Proposed PROPOSED EXISTING mandated to Article ARTICLES ARTICLES be introduced No. by the High Court of Delhi
1. Affiliated NOT 23(i)& 23(i) AFFILIATED CLUBS Clubs (who PASSE (iii) No club or run on grants D Association shall be xxx... . by DDCA) to affiliated, or its be a affiliation continued, xxx... . registered unless it is society or registered as a 23.(a) The Executive non-profit society or as a not Committee will from a Company and for profit Company, sports working follow and which has Committee consisting W.P.(C) 7215/2011 Page 34 of 62 statutory submitted its duly of 10 members who guidelines audited financial shall be elected by the statements and affiliated club amongst annual reports, the members nominated especially about the by the affiliated club. amounts received The term of the sports from the Company working committee will or other bodies for be of a minimum of one the promotion and year which may be development of the extended to a maximum game during the last of two year at a time by three financial the Executive years. This condition Committee. shall be complied within 3 months of (b) The election of the coming into the members of sports force of the working committee as amendment, in specified in clause respect of all 23(a) shall be held in existing affiliated such manner as may be members; failure to prescribed by the comply would result Executive Committee in in loss of affiliation. this behalf.
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.
2. Corresponden NOT 23(ii) 23(ii) AFFILIATED CLUBS ce to Affiliated PASSE The correspondence Clubs through D with the existing xxx... . registered Affiliated Clubs addresses shall only be xxx... .
addressed to the registered office of 23.(a) The Executive the Company. Committee will from a sports working Committee consisting of 10 members who shall be elected by the affiliated club amongst the members nominated W.P.(C) 7215/2011 Page 35 of 62 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 NOT 23 (iv), 23(iv) AFFILIATED CLUBS Clubs to PASSE (v) & (vi) The Board of provide details D Directors of the xxx... .
of company shall
disbursement ensure that the xxx... .
of funds existing Affiliated
provided by Clubs provide the 23.(a) The Executive
DDCA and details of the Committee will from a
submit disbursement and sports working
accounts to utilization of Committee consisting
DDCA to finances, which are of 10 members who
ensure funds provided by the shall be elected by the
used only for Company for the affiliated club amongst
promotion of promotion of Cricket the members nominated
cricket to the Affiliated by the affiliated club.
Clubs within thirty The term of the sports
days from the end of working committee will
the every financial be of a minimum of one
year to maintain year which may be
accountability and extended to a maximum
transparency. The of two year at a time by
company shall the Executive
ensure that details of Committee.
disbursement and
utilization of (b) The election of
finances for a the members of sports
preceding financial working committee as
year are provided to specified in clause
it by affiliated clubs 23(a) shall be held in
W.P.(C) 7215/2011 Page 36 of 62
before finances are such manner as may be
disbursed by it to prescribed by the
such affiliated clubs Executive Committee in
for the succeeding this behalf.
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.
4. Independent NOT 23 A 1 23A. WORKING Sports PASSE COMMITTEES AFFILIATED CLUBS Working D 1. SPORTS Committee of WORKING xxx... .
retired COMMITTEE
players, ("SWC") xxx... .
coaches etc. (i) The Board of
Directors shall form 23.(a) The Executive
a Sports Working Committee will from a
Committee sports working
consisting of 10 Committee consisting
members from of 10 members who
amongst the shall be elected by the
following: affiliated club amongst
(a) 5 retired men or the members nominated
women international by the affiliated club.
or The term of the sports
national/state/Ranji working committee will
Trophy cricketers of be of a minimum of one
credible repute (the year which may be
W.P.(C) 7215/2011 Page 37 of 62
names proposed extended to a maximum
should be approved of two year at a time by by the BCCI). the Executive Committee.
(b) 2 members
elected by Affiliated (b) The election of
Clubs. the members of sports
The elections of the working committee as Affiliated Clubs specified in clause shall be held under 23(a) shall be held in the supervision of such manner as may be the Company. The prescribed by the Affiliated Clubs Executive Committee in shall nominate one this behalf.
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.
W.P.(C) 7215/2011 Page 38 of 62(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 W.P.(C) 7215/2011 Page 39 of 62 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 W.P.(C) 7215/2011 Page 40 of 62 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 NOT 23 A 2 2. TENDERING AFFILIATED CLUBS Committee to PASSE COMMITTEE:
ensure D xxx... .
procurement (i) For the purpose
of goods of procuring xxx... .
through items/services for
transparent company, or for 23.(a) The Executive
tendering execution of any Committee will from a
process matches/BCCI sports working
tournaments/Indian Committee consisting
Premier of 10 members who
League/Internationa shall be elected by the l One day affiliated club amongst matches/Test the members nominated matches, the Board by the affiliated club. of Directors shall The term of the sports appoint a three working committee will member Tendering be of a minimum of one Committee, for a year which may be term no exceeding extended to a maximum three years. The of two year at a time by tender team shall the Executive comply with the Committee. following process in execution of their (b) The election of tasks: the members of sports working committee as
(a) procurement of specified in clause orders be placed by 23(a) shall be held in issuing tenders such manner as may be either electronically prescribed by the W.P.(C) 7215/2011 Page 41 of 62 and/or by means of Executive Committee in publication of an this behalf. 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.
(e) Subject to clause
(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 W.P.(C) 7215/2011 Page 42 of 62 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 W.P.(C) 7215/2011 Page 43 of 62 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 & NOT 23 A 6 6. TICKETING & AFFILIATED CLUBS
Accreditation' PASSE ACCREDITATION
rules to ensure D : xxx... .
match tickets
and (i) Maximum xxx... .
Complimentar number of tickets
y passes are ought to be put on 23.(a) The Executive
not pilfered sale for the benefit Committee will from a
and misused of the spectators and sports working
by Executive the Company's Committee consisting
Committee finances. of 10 members who
members. (ii) Every ticket shall be elected by the
should have a seat affiliated club amongst
number assigned to the members nominated
ensure comfort and by the affiliated club.
assured seat for the The term of the sports
spectators. working committee will
(iii) The be of a minimum of one
W.P.(C) 7215/2011 Page 44 of 62
complimentary year which may be
passes for the office extended to a maximum
bearers, Directors, of two year at a time by
SWC, Women the Executive
Committee Committee.
Members, various
authorities, players, (b) The election of
coaches and the members of sports
affiliated clubs and working committee as
passes for the specified in clause
members should 23(a) shall be held in
only be assigned in such manner as may be
West Stand Fourth prescribed by the
Floor, Hill Band Executive Committee in
West Stand Ground this behalf.
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 W.P.(C) 7215/2011 Page 45 of 62 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 W.P.(C) 7215/2011 Page 46 of 62 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 W.P.(C) 7215/2011 Page 47 of 62 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 W.P.(C) 7215/2011 Page 48 of 62 permanent maintenance committee comprising of an independent professional person shall be constituted and it shall function regularly.
7. DDCA to NOT 53 ACCOUNTS ACCOUNTS maintain PASSE 53.(a)The Accounts Accounts, D of the Association xxx... . cash registers, shall as soon as bills, balance practicable after the 53. The Accounts sheet as per end of the financial of the Association Secretarial year be audited by practices. an Auditor, who shall as soon as shall be appointed at practicable after the each AGM. end of the financial
(b) True accounts year be audited by an shall be kept by the Auditor, who shall be Treasurer of all appointed at each moneys received and Annual General expended by the Meeting. 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 W.P.(C) 7215/2011 Page 49 of 62 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 W.P.(C) 7215/2011 Page 50 of 62 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 W.P.(C) 7215/2011 Page 51 of 62 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 Status Proposed PROPOSED EXISTING mandated to be Article ARTICLES ARTICLES introduced by No. the latest Companies Act and Rules
1. Compulsorily NOT 25(i) & 25 (i) GENERAL holding AGM PASSED 36 A GENERAL every year and MEETINGS MEETINGS business to be Annual General transacted Meeting (―AGM‖): 25. All thereto. The Company shall General Meeting mandatorily hold with other than Annual respect to every General Meeting financial year, in shall be called addition to other extra-ordinary meetings, a general meeting as an AGM General W.P.(C) 7215/2011 Page 52 of 62 and specify the Meetings. 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 36 The demand of shall be transacted at a poll shall not every AGM of the prevent the Company: continuance of a
(a) Adoption of the meeting for the Report of the transaction of any Secretary for the year business other under review; than the question
(b) Adoption of the on which a poll Treasurer's Report and the audited has been accounts for the year demanded. No under review; poll shall be
(c) Appointment of demanded on the Auditor or Auditors election of a for the year and fix chairman of a their remuneration; meeting and a
(d) Appointment of the poll demanded on Ombudsman and a question of Ethics Officer; adjournment shall
(e) Consideration of be taken at the the Report and recommendations of meeting without the Board of adjournment. 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 W.P.(C) 7215/2011 Page 53 of 62 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 NOT 28 PROCEEDINGS AT PROCEEDINGS and AGM as PASSED GENERAL AT GENERAL per the Section MEETINGS MEETINGS 28. A notice of at least xxx... . fourteen (14) days shall be given for General Meeting, 28. At least specifying the place, fourteen days the day and the hour notice specifying W.P.(C) 7215/2011 Page 54 of 62 of General Meeting the place, the day and in the case of and the hour of special business, the the meeting, and general nature of such in case of special business accompanied business the by an explanatory general nature of statement under section 102 of the Act, such business, shall be given to the shall be given to persons mentioned all members below: entitled to receive
(i) every member of such notice. 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.
3. Compulsory NOT 36 B MINUTES OF 36 The demand of recording and PASSED MEETING a poll shall not maintaining of 36B (i) The prevent the Minutes of proceedings of every continuance of a Meeting open meeting (including meeting for the for inspection EGM, meeting of transaction of any by members board of directors, and meeting of each business other committee etc.) and than the question every resolution on which a poll passed shall be has been recorded in the demanded. No minutes book as per poll shall be the Companies Act, demanded on the 2013. election of a
(ii) the minutes of chairman of a proceedings of each meeting and a meeting shall be poll demanded on entered in the books W.P.(C) 7215/2011 Page 55 of 62 maintained for that a question of purpose along with the adjournment shall date, type of meeting, be taken at the venue of meeting and meeting without conclusion of meeting adjournment. 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 W.P.(C) 7215/2011 Page 56 of 62 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 W.P.(C) 7215/2011 Page 57 of 62 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, Company Secretary, the Statutory Auditor, Internal Auditor of the company, could inspect the minutes of the meetings.
(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 NOT 39 One third of all EXECUTIVE Board of PASSED Directors except the COMMITTEE Directors/Exec office bearers and utive nominee of the Chief xxx... . Committee Controller of Accounts Members of the Govt. of
39. At each National Capital Territory of Delhi Annual General shall retire by rotation Meeting all at every AGM . The Executive Directors to retire by Committee rotation at every AGM Members except shall be those who the following have been longest in office-bearers. office since their last Namely, appointment, but as President, 3 between persons who (Three) Vice became directors on Presidents, Hony.
the same day, those who are to retire shall, Gen. Secretary, in default of and Hony. Sports subject to any Secretary, Hony.
W.P.(C) 7215/2011 Page 58 of 62agreement among Club Secretary, themselves, be Hony. Treasurer, determined by lot. At eight Joint the AGM at which a Secretaries Director retires as namely 2 (Two) aforesaid, the Joint Secretary company may fill up the vacancy by (Sports), 2 (Two) appointing the retiring Joint Secretary Director if he is (Club), 2 (Two) eligible for such Joint Secretary appointment as per (Accounts) and 2 these Articles or some (Two) Joint other person thereto. Secretary (Company Affairs), shall retire by rotation.
The retiring
members shall be
eligible for re-
election subject to
the provisions of
the Act.
5. Qualification to NOT 46 Subject to the EXECUTIVE
be elected as PASSED provisions of 164(1) of COMMITTEE
Director as per the Companies Act,
Section 164 of 2013, a person shall xxx... .
the Companies not be eligible for
Act, 2013. appointment as a
46. Subject to director of a company, if the provisions of
(a) he is of unsound Section 283(2) of mind and stands so the Act, the office declared by a of a Director competent court; shall become
(b) he is an vacant if :-
undischarged insolvent; (a) he is found to
(c) he has applied to be of unsound be adjudicated as an mind by a insolvent and his Court of application is pending; competent
(d) he has been jurisdiction;
convicted by a court of or any offence, whether (b) he applies to involving moral be adjudicated W.P.(C) 7215/2011 Page 59 of 62 turpitude or otherwise, as an and sentenced in insolvent; or respect thereof to (c) he is imprisonment for not adjudicated less than six months an insolvent; and a period of five or years has not elapsed from the date of expiry (d) any office or of the sentence; place of profit Provided that if a under the person has been Company is convicted of any held by him in offence and sentenced contravention in respect thereof to of Section 314 imprisonment for a of the Act; or period of seven years (e) he absents or more; he shall not himself from be eligible to be three appointed as a director in any consecutive company; meetings of
(e) an order the Executive disqualifying him for Committee or appointment as a from all director has been meeting of the passed by a court or Executive Tribunal and the order Committee is in force; without
(f) he has not paid any obtaining calls in respect of any leave of shares of the company held by him whether absence from alone or jointly with the Executive others and six months Committee; or have elapsed from the (f) he becomes last day fixed for the disqualified by payment of the call; an order of
(g) he has been the Court convicted of the under Section offence dealing with 203 of the Act;
related party
or
transactions under
(g) he is removed
section 188 at any
time during the last in pursuance
preceding five years; of Section 284
or of the Act; or
(h) he has not (h) he (whether
complied with sub- by himself or
section (3) of Section by any person
W.P.(C) 7215/2011 Page 60 of 62
152. for his benefit
or on his
Subject to the amount) or
provisions of 164(2) of any firm in
the Companies Act, which he is a
2013, no person who
partner or any
is or has been a
director of a company private
which company of
which he is a
(a) has not filed Director,
financial statements or accepts a loan
annual rents for any or any
continuous period of guarantee or
three financial years; security for a
or loan from the
(b) has failed to repay company in
the deposits accepted contravention by it or pay interest thereon or to redeem of section 295 any debentures on the of the Act; or due date or pay (i) be acts in interest due thereon or contravention pay any dividend of Section 299 declared and such of the Act and failure to pay or by virtue of redeem continues for such one year or more, contravention shall be eligible to be shall have reappointed as a been deemed director of that company or appointed to have in other company for a vacated office;
period of five years or
from the date on which (j) he is
the said company fails convicted by a
to do so. Court of any
offence
involving
moral
turpitude and
sentenced in
respect of
thereof to
imprisonment
for not less
than six
months.
W.P.(C) 7215/2011 Page 61 of 62
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 W.P.(C) 7215/2011 Page 62 of 62