The applicant is the plaintiff in both the applications.
2.In O.A.No.326 of 2009, they sought for an ad interim injunction restraining the present and future members of the respondent/defendant club's Executive committee, from spending any monies pursuant to the approval procured from member in the EGM held on 20.03.2009 without obtaining a sublease or joint lease on the said Golf course situated on the property currently under lease to Madras Race Club, from the Government of Tamil Nadu duly notified through G.O. and written permission from Defence Estate Officer at Pune for carrying out alteration and/or modification on the building situated in the Island, pending disposal of the suit.
3.In A.No.2907 of 2009, they sought for initiation of criminal proceedings against the second respondent for making false statement in the counter affidavit filed in O.A.No.326 of 2009 in C.S.No.296 of 2009.
4.The applicant filed the suit in C.S.No.296 of 2009 for a declaration that the approvals obtained in the EGM dated 20.03.2009 for initial investments in golf course for Rs.3.50 crores without lease or sub-lease on the property situated inside Madras Race Club (for short MRC) and under exclusive usage lease to MRC and such funds allocated for alterations and/or modifications in the building in 'The Island' without prior written permission from the Estate Officer of defence authorities, as illegal, ultra virus, null and void and not binding on the defendant club and its members and also for the grant of a permanent injunction restraining the defendants from spending any monies for the above said investment plans without obtaining sublease or joint lease along with MRC on the said Golf course from the Government of Tamil Nadu duly notified through a GO and written prior permission from the Estate Officer of defence authorities. A consequential direction is also sought for to direct the committee of the defendant club to present a fresh proposal to members for approval, after obtaining sub lease or joint lease on said Golf course and written permission from the estate office of defence authorities and with full details of proposed investment for the entire project, period of implementation and expenditure planned during every financial year. The suit was admitted on 13.4.2009. Pending the suit, these two applications were taken up.
5.In so far as Application No.2907 of 2009 is concerned, it was stated that in the counter filed in O.A.No.326 of 2009 sworn to by the Honourary Secretary of first respondent Club, the following averments were found:
"The allegations in para 5 that the respondent club has limited right to play golf in the premises is denied as false. Moreover this is the subject matter of C.S.No.174 of 1998 between the respondent club and the Madras Race Club and another which suit is still pending."
But, however the said suit was disposed of on 19.02.2007 itself. According to the applicant, on further verification, it was found that the suit was dismissed as withdrawn with liberty to file a fresh suit regarding the subject matter of the earlier suit. Therefore, since false statements have been made, the second respondent, who had sworn to the affidavit, should be proceeded criminally.
6.On notice, the first respondent has filed a counter affidavit, dated 9.7.2009. In paragraphs 3 to 5, the following averments have been made:
"3.At the outset, the respondents tender their unconditional apology to this Hon'ble Court for stating in the counter affidavit in O.A.No.326 of 2009 that C.S.No.174 of 1998 is pending. This is a bona fide error. This unintentional mistake was not made to mislead this Hon'ble Court much less with an intention to gain any advantage.
4.The circumstances under which this error cropped up is explained below. The respondents submit that the applicant served the respondents copies of the documents and plaint in the above suit on 22.04.2009. This ran to more than 100 pages. While preparing this counter, the respondents failed to recollect the fact that C.S.No.174 of 1998 had been dismissed. By inadvertence, it was inter alia stated in the counter affidavit on behalf of the respondents that C.S.No.174 of 1998 is still pending. There is no motive behind this statement and it is only a bona fide error. The respondents do not have any intentions of misleading this Hon'ble Court especially as alleged by the applicant.
5.It is respectfully submitted that the respondents are correcting their earlier statement by stating on record through this counter affidavit that C.S.No.174 of 1998 was dismissed as withdrawn by this Hon'ble Court on 19.02.2007 with liberty to file a fresh suit if found necessary, pursuant to a memo filed by the plaintiff therein viz. Madras Gymkhana Club. The respondents humbly submit that the said bona fide error is curable and does not require any action as prayed for by the applicant especially in the light of the fact that O.A.No.326 of 2009 has not yet been taken up for disposal. Even before this Hon'ble Court has heard the contentions of both sides in the said O.A., this counter affidavit is being filed. Additionally, the status of the said civil suit is also a matter of court record and it is not as if the respondents made the erroneous statement to gain any undue advantage. The succeeding sentence to this erroneous statement in para 8 to the effect that the respondents would not take even a single step towards implementing the water-treatment plant project without following the due process required as per law, makes the stand of the respondents amply clear. Hence the respondents respectfully submit that no further action is required in the above application. The respondents sincerely regret the error."
7.This Court accepts the explanation offered in the affidavit filed by the respondents and is of the view that there is no necessity to take any further action. Hence A.No.2907 of 2009 stands closed.
8.In so far as the application for interim injunction in O.A.No.326 of 2009 is concerned, the applicant had stated that he was the member of the Club for the past 22 years. He was the captain of the respondent club's Golf team for the year 2004. During his tenure as its captain, he initiated a project at the 11th hole in the Golf course situated inside the property leased out to Madras Race Club (MRC) by the Government of Tamil Nadu. He wanted to provide dining, toilet facilities and connected amenities to the golfers at a cost of Rs.36 lakhs with contributions of Rs.18 lakhs from the fellow Golfers and Rs.18 lakhs from the respondent club duly approved by the members in its AGM held on 17.09.2004. It was stated that the project had commenced with due authorization from the general committee and the third respondent had also agreed. However, he was informed during February, 2006 by the third defendant that the said project had been shelved as the application submitted to the CMDA through MRC was returned vide letter, dated 4.1.2006. It was returned as it required the approval by the Town and Country Planning authorities and the plan will have to be signed and submitted by the owner or lessee of the property. Since the respondent club is neither the owner nor a lessee, their application was rejected in limine.
9.The applicant also stated that the entire property in which the golf course is situated is under an exclusive lease to MRC by the Government of Tamil Nadu. The respondent Club did not have any sublease or joint lease and they cannot also take cover by adverse possession, since electricity, water and sewage connections are standing in the name of MRC and the respondent club has only a right to play golf. It was also stated that the respondent club in the year 2007 constituted a committee under one D.Nagaraj. He and his sub committee submitted a proposal for upgrading the gold course at a cost of Rs.3.50 crores. Rs.15 lakhs was kept for starting up expenses and the balance will have to be collected from industrial houses on a sponsorship basis. A detailed presentation was given to the general committee on 23.4.2007. But the General committee rejected the proposal based on a legal opinion. Thereafter, the committee members of the respondent club presented the said proposal through a resolution in the extra-ordinary general meeting (EGM) held on 20.3.2009 for the approval of the initial investment of Rs.3.50 crores, i.e. Rs.2 crores for sewage treatment plant for generation of usable water and Rs.1.50 crores for water distribution. When a senior member of the club questioned the legality of the resolution but no responsible answer was given. It was stated that the respondents did not give proper answer. Therefore, a registered letter, dated 23.3.2009 was sent along with acknowledgment due. So far, they did not give any reply.
10.It was stated that an approval for incurring expenditure of Rs.3.50 crores was obtained from the committee was not in the interest of the club and the project is legally impermissible. It was also stated that the club premises is situated in the Island ground belonging to the Ministry of Defence and the general control over the land vest with the Estate Officer of the Defence Estates-Pune. The facts were misrepresented in the EGM held on 20.3.2009. Any action and expenses incurred will be illegal and the members of the general committee shall be held personally liable to indemnify the club in the case of loss.
11.In response to the applicant, a counter affidavit was filed by the first respondent on behalf of all the respondents. It was stated that the applicant is facing suspension for his misbehaviour and a suit is pending before the City Civil Court. Even against the order of injunction obtained by him, a revision petition has been filed before this Court. Even before the disposal of the said petition, the applicant has come forward with the present suit and the application. The applicant has no bona fide in filing the present suit. The Extraordinary General Body meeting held on 20.03.2009 shall prove that the current committee has not mislead the General Body. The applicant has been a resident member only from 8.7.2002. It was also informed that every one is aware that the leasehold right was not in the name of the first respondent. The golf course established by the Madras Golf Club existed in the Guindy Race course in the open area encircled by the race tracks. The Madras Golf Club and the Madras Gymkhana Club were amalgamated in 1887 and the respondent is maintaining the golf course ever since. The State Government had constituted a committee to work on proposal for the grant of lease of the land to the Madras Race Club while preserving the rights of the first respondent club to carry on golfing activity vide resolution as early as 1920. A permanent maintenance agreement was entered into between the first respondent and MRC. Both clubs have since then been carrying on their respective sports activities amicably. It is admitted that the first respondent's members are continuing to use the golf course and that the club had spent lakhs of rupees over the golf course for putting up various permanent structures and facilities within the race course and with the permission of the MRC. There is no reason for the applicant to fear as if the present committee is going to over reach the MRC.
12.It was also stated that a proposal for water treatment plant was put up as early as 2003, which was accepted by the MRC. In fact, it was the applicant's tenure as Golf Captain, the proposal was put up and some of the projects did not fructify. The applicant is aware that from 1999 till date, the club has been incurring huge expenses to maintain the golf course. For carrying out repairs and maintenance in the golf course it had spent an amount of Rs.6.58 Crores. Even though in the EGM meeting held on 20.3.2009, some of the members spoke against the proposal to spend money on the water treatment plant and in repairing the building, the resolution was carried through by 138 against 8 votes. This shows the overwhelming support to the resolution. At the committee meeting held on 6.4.2009, it was discussed that only after signing the new MOU with MRC, the work on the plant will be taken up. They are also aware that any application for sanction will not be accorded without involving the MRC. The budget presented to the general body was for a sum of Rs.3.95 crores and it was approved by the general body and the resolution was carried on 142 against 10.
13.It was also stated that any renovation and repairs will be carried out only after informing the Defence Estate Officer. As a matter of fact, the respondents have already informed the Defence Estate Officer on 14.3.2009 concerning refurbishment and up-gradation work. The General Officer Commanding, ATNK & K Area is the Patron of the club and traditionally, there has always been three members nominated by the Patron to be a part of the committee. Garrison members (both serving and retired) form a large corps numbering more than 700. Therefore, the committee cannot incur any expenditure without the knowledge and approval of the Defence Estate Officer. It was also stated that through the monthly inhouse magazine "GYM Mag", members have been informed about the various facilities and the recommendation of the core committee was discussed. After giving appropriate notice, the EGM was convened. It was also stated that the motive of the applicant was to stall the present committee from going ahead with the approved project. It was stated that if such an injunction is granted, the activities of the club will come to a standstill and they will not be able to serve the members, for which alone they became members of the Club.
14.The respondents have also filed Rules and Regulations of the Club updated upto 21.3.2003. Rule 1-A(8) reads as follows:
"8.To alter, to keep in repair or to construct any buildings required for the Club and pull down or demolish any buildings not so required after getting prior sanction of the appropriate authority and permission from the lessor."
Copies of the correspondence in this regard have been filed, seeking permission of the President of the Club. Similarly, the President has been addressed on the issues relating to Water Treatment plant. The Defence Estate Officer was also addressed a letter in this regard.
15.In the light of the stand taken by the respondents, the plaintiff being only one member of the club, has not made out a case, in the context of the respondents stand that they are aware of the limitations and all activities will be carried out after taking into account the members' interest and by getting appropriate sanction.
16.Mr.P.R.Raman, learned counsel for the respondents has stated that the applicant being a lone member cannot bring the activities of the club to a standstill by filing such a suit with an application, seeking for an interim injunction pending suit.
17.In this context, he referred to the judgment of this court in S.Krishnaswamy and others Vs. South India Film Chamber of Commerce and others reported in AIR 1969 Mad 42. Though that case arose in the context of an election to a society, in the same case, the parameters for granting an injunction under Order 39 Rule 1 were also discussed. In paragraphs 13 and 14 of the said order, it was observed as follows:
"13.The principles which govern the grant or refusal of an interim injunction in aid of the plaintiff's right are all well settled and they depend upon a variety of circumstances. In the nature of things, it is impossible to lay down, any set, rigid or general rule on the subject by which the discretion of the Court ought in all cases be regulated. As the plaintiff, by the interim injunction undoubtedly seeks to interfere with the rights of the opponent before the plaintiff's right is finally established, the injunction is not granted as a matter of course and it is necessary for the plaintiff to make out a strong prima facie case in support of the right that he asserts. It is true, that at the interlocutory stage, the Court should not embark upon a detailed investigation on the relative merits of the contentions of the parties and it is enough if the plaintiff raises questions of a substantial character calling for decisions after an examination of the facts and the law arising in the case. The Court can consider the nature and the merits of the rival contentions at the interlocutory stage only as bearing upon the limited question as to whether or not the plaintiff has made out a strong prima facie case. The Court should avoid expressing any opinion on the merits which would partake the character of a decision of the main issues in the case. The plaintiff should next make out that the Court's interference is necessary to protect him from an injury or mischief which is imminent and it is at the same time irreparable. He should make out that the injury is so serious, irreparable and imminent that an immediate order of Court is necessary even before his rights are established at the trial. Inseparably connected with this, is the burden, which lies upon the plaintiff to make out, that the comparative mischief or inconvenience which would ensue from withholding the injunction would be far greater from what would ensue from the injunction being granted. Lastly, which again is a very important consideration, is that in considering whether an interim injunction should be granted, the Court must have due regard to the conduct and dealings of the parties, before the application is made to the Court, by the plaintiff to preserve and protect his rights, since the jurisdiction to interfere, being purely equitable, is governed by the equitable principles (Vide 21, Halsbury's Laws of England, paragraphs 766 and 767).
14.On the question of the balance of convenience and the threatened mischief or injury irreparable or otherwise, regard must be had to the nature of the suit and the particular right asserted like suits against Government, Public Corporations, Municipal Corporations, Statutory bodies. Social clubs and its members. Societies registered under the Societies Registration Act and its members distinguished from litigation between private individuals. In the case of clubs and Societies registered under the Societies Registration Act, the general principles governing the right of suit of an individual share holder or a member of the Company7 would apply and ordinarily the Court will not interefere with the internal management of the Society at the instance of one or some only of the members of the Society subject to well recognised exceptions (1)where the impugned act is ultra vires of the Society, (2)the act complained of constitutes fraud or (3)whether the impugned action is illegal. The Rules are made by the Society itself for the convenience of its members for regulating their own conduct as members and for regulating the affairs of the Society as an entity. A breach of any Rule made by the Society would not give rise to a cause of action for any member to rush to Court, it must be a case of manifest illegality or where the act of omission or commission is something which goes to the root of the matter. All the members would be bound by the decision taken by the general body though there may e some violation of some Rules provided it is something which could well be condoned and ignored by the general body (Vide Shridhar 'Misra v. Jaichandra. MANU/UP/0166/1959); Satyavart Sidhantalankar v. Arya Samaj, Bombay. AIR 1946 Bom 516 and Nagappa V. Madras Race Club. MANU/TN/0269/1951."
18.The learned counsel also placed reliance upon the Division Bench judgment of this Court in Chennai Kancheepuram Tiruvelore District Film Distributors Association rep. by its Secretary and another Vs. Chinthamani S.Murugesan and 4 others reported in 2001 (3) CTC 349. He placed reliance upon the following passage found in paragraph 6 of the said judgment, which is as follows:
"6.What is required of such bodies is that they act fairly in a broad way without having to imitate the Courts and Tribunals, with regard to the rigour and the formality of the procedures. Such bodies are of course expected to act in accordance with their own Rules, and stay within the limits imposed by those Rules. If the Body vested with the power under the Rules, exercise that power within the ambit of the Rule, after having afforded an opportunity to the member concern to have his say in the matter, the decision rendered by such Committee cannot be regarded as illegal, or violative of natural justice, or as arbitrary. The Courts will not sit in appeal over the decisions of such Committees, subject to such decision being broadly in consonance with the general standard of fairness."
19.In the light of the above facts and the legal precedents, the applicant has neither made out a prima facie case nor the balance of convenience was in his favour for the grant of any interim injunction. Hence, the application in A.No.326 of 2009 stands dismissed. No costs.
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