Calcutta High Court
Omdayal Educational And Research ... vs Shyam Sundar Agarwal And Ors on 9 September, 2025
Author: Arindam Mukherjee
Bench: Arindam Mukherjee
OD-3
ORDER SHEET
IN THE HIGH COURT AT CALCUTTA
Ordinary Original Civil Jurisdiction
ORIGINAL SIDE
IA No. GA/1/2025
In CS/95/2025
OMDAYAL EDUCATIONAL AND RESEARCH SOCIETY AND ANR.
-VS-
SHYAM SUNDAR AGARWAL AND ORS
BEFORE:
The Hon'ble JUSTICE ARINDAM MUKHERJEE
Date: September 9, 2025
Appearance:
Mr. Soumendra Nath Mookherjee, Sr. Adv.
Mr. Ratnanko Banerji, Sr. Adv.
Mr. Deepan Kr. Sarkar, Adv.
Mr. Dinabandhu Das, Adv.
Mr. Shubhrojyoti Mookherjee, Adv.
Mr. Yash Singhi, Adv.
Mr. Naman Chowdhury, Adv.
Mr. Samriddha Sen, Adv.
Ms. Deepti Priya, Adv.
Mr. Dipayan Das, Adv.
... for the plaintiffs
Mr. Surajit Nath Mitra, Sr. Adv.
Mr. Debanjan Mandal, Adv.
Mr. Chayan Gupta, Adv.
Ms. Iram Hassan, Adv.
Mr. Pourush Bandopadhyay, Adv.
Ms. Yukti Agarwal, Adv.
Mr. Himanshu Bhawsinghka, Adv.
... for Omdayal Educational and Research Society
Mr. Abhrajit Mitra, Sr. Adv.
Mr. Debanjan Mandal, Adv.
Mr. Dhirendra Nath Sharma, Sr. Adv.
Mr. Sarvapriya Mukherjee, Adv.
Mr. Satadeep Bhattacharyya, Adv.
Ms. Iram Hassan, Adv.
Ms. Yukti Agarwal, Adv.
Mr. Himanshu Bhawsinghka, Adv.
... for the defendant nos.1, 2 and 3
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Mr. Ranjan Bachawat, Sr. Adv.
Mr. Debanjan Mandal, Adv.
Mr. Satyaki Mukherjee, Adv.
Mr. Bhavesh Garodia, Adv.
Ms. Iram Hassan, Adv.
Ms. Yukti Agarwal, Adv.
Mr. Himanshu Bhawsinghka, Adv.
... for the defendant no.4
Mr. Jishnu Chowdhury, Sr. Adv.
Mr. Abhidipta Tarafdar, Adv.
Mr. Amartya Basu, Adv.
... for the defendant no.5 & 6.
Mr. Jaydip Kar, Sr. Adv.
Mr. Abhijit Sarkar, Adv.
Mr. Sourodeep Banerjee, Adv.
... for the teachers
Mr. Sabyasachi Chowdhury, Sr. Adv.
Mr. Rajarshi Dutta, Adv.
Mr. Shounak Mukhopadhyay, Adv.
Ms. Pooja Shaw, Adv.
... ... for Tarita Sanjiv Agarwal, Natasha
Dandia Agarwal and Ritu Agarwal
The Court: The plaintiff no.1 (hereinafter for the sake of convenience
referred to as the "Said Society") is a society registered under the West
Bengal Societies Registration Act, 1961 (hereinafter referred to as the "Said
Society"). The plaintiff no.2 is the Secretary of the said society.
The plaintiffs have instituted the above suit inter alia for the following
reliefs:
"a) Declaration that the Plaintiff No. 2 and the proforma
Defendant Nos. 5 and 6 have a vested right to be part
of the Governing Body of the said Society;
b) Declaration that the impugned notice and agenda
dated 17th August, 2025, being Annexure "R" hereto,
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are in violation of the Regulations of the said society as
also the provisions of West Bengal Societies
Registration Act, 1961, illegal, null and void;
c) Declaration that the impugned emergency meeting
held on 18th August, 2025 has not been convened or
conducted in accordance with the Regulations of the
said Society as also the provisions of West Bengal
Societies Registration Act, 1961;
d) Declaration that the minutes of the impugned
emergency meeting held on 18th August, 2025, being
Annexure "T" hereto, the impugned resolutions
(specifically the resolutions passed and adopted in
respect of item nos. 1 and 3 to 6), being Annexure "S"
hereto, and all acts, steps and measures taken by the
Defendant Nos. 1 to 4 pursuant to and/or in aid
and/or furtherance thereof are illegal, null, void and in
violation of the Regulations of the said society as also
the provisions of West Bengal Societies Registration
Act, 1961;
e) Declaration that Tarita Sanjiv Agarwal, Natasha
Dandia Agarwal and Ritu Agarwal are not valid
members of the said Society and have been illegally
and wrongfully inducted as the members of the said
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Society, in violation of the Regulations of the said
Society;
f) Decree for delivery up and cancellation of the
impugned notice and agenda dated 16th August, 2025,
being Annexure "R" hereto, the minutes of the
impugned emergency meeting held on 18 th August,
2025, being Annexure hereto, the impugned resolutions
dated 18th August, 2025 (passed in respect of items 1
and 3 to 6 of the impugned notice), being Annexure "T"
hereto, and any and all notices, decisions minutes,
resolutions and communications issued or drawn up or
passed or communication by the
Defendant Nos. 1 to 4 pursuant thereto and/or in aid
and/or in furtherance thereof;
g) Decree for perpetual injunction restraining the
Defendant Nos. 1 to 4 and each of them and their
men/agents, servants and/or assigns from referring to
relying upon or giving any effect to and/or acting in
terms of or in furtherance of the impugned notice and
agenda dated 16th August, 2025, being Annexure "R"
hereto, the minutes of the impugned emergency
meeting held on 18th August, 2025, being Annexure "T"
hereto, the impugned resolutions dated 18 th August,
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2025 (to the extent that the same pertains to Items 1
and 3 to 6), being Annexure "S" thereto, and any and
all notices, decisions, minutes, resolutions and
communications issued or drawn up or passed or
communicated by the Defendant Nos. 1 to 4 pursuant
thereto and/or in aid and/or in furtherance thereof, in
any manner whatsoever or from producing the same
before any third party or entity;
h) Decree for perpetual injunction restraining the
Defendant Nos. 1 to 4 and each of them and their
men/agents, servants and/or assigns from interfering
and/or intermeddling with the affairs of the said
Society, from disturbing the Plaintiff No. 2 and the
employees of the said Society as also the Defendant
Nos. 5 and 6 in discharging their functions in the said
Society and from taking any prejudicial step against
them in any manner whatsoever;
i) Injunction;
j) Receiver:
k) Costs;
l) Such further and/or other relief or reliefs."
In the above suit the plaintiffs have taken out this application inter
alia seeking the following reliefs:
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"a) Stay of operation of the minutes of the impugned
emergency meeting, being Annexure "T" hereto and the
impugned resolutions passed in the impugned
emergency meeting (to the extent that the same
pertains to Items 1, 3 & 6), being Annexure "S" hereto,
till disposal of the instant suit;
b) Order of injunction be passed restraining the
Respondent Nos. 1 to 4 or their men/agents, servants
and/or assigns and anyone claiming through or under
them and each of them to not take any step or act in
aid or furtherance or pursuance of the minutes of the
impugned emergency meeting, being Annexure "T"
hereto and the impugned resolutions passed in the
impugned emergency meeting (to the extent that the
same pertains to Items 1 and 3 to 6), being Annexure
"U" hereto, till the final adjudication of the present suit;
c) Order of injunction restraining the Respondents Nos.
1 to 4 and each of them and their men/agents,
servants and/or assigns and anyone claiming through
or under them from referring to relying upon or giving
any effect to and/or acting in terms of or in furtherance
of the impugned notice dated 16th August, 2025, being
Annexure "R" hereto, the impugned minutes dated 18 th
August, 2025, being Annexure "T" hereto, and the
impugned resolutions dated 18th August, 2025 (to the
extent that the same pertains to Items 1 and 3 to 6),
being Annexure "S" hereto, and any and all notices,
decisions, minutes, resolutions and communications
issued or drawn up or passed or communicated by the
Respondents Nos. 1 to 4 pursuant thereto and/or in
aid and/or in furtherance thereof, in any manner
whatsoever or from producing the same before any
third party or entity, till final adjudication of the instant
suit;
d) Mandatory injunction directing the Defendant Nos. 1
to 4 to ensure that Tarita Sanjeev Agarwal, Natasha
Dandia Agarwal and Ritu Agarwal would not
participate in the affairs of the said Society, till final
adjudication of the instant suit;
e) Mandatory injunction directing the Defendant Nos. 1
to 4 to ensure that Mr. Anand Kumar Gupta would not
act as the Authorised Representative of the said
Society, till final adjudication of the instant suit;
f) Mandatory injunction directing the Defendant Nos. 1
to 4 to ensure that that Sanjiv Agarwal and Sagar
Sanjiv Agarwal shall not act and/or take any steps
and/or affix their signature(s) in any cheque or any
financial document and/or approve or disapprove any
financial affairs of the said Society, till final
adjudication of the instant suit;
g) Order of injunction restraining the Respondents Nos.
1 to 4 and each of them and their men/agents,
servants and/or assigns from interfering and/or
intermeddling with the affairs of the said Society, from
disturbing the Petitioner No. 2 and the employees of the
said Society as also the Respondents Nos. 5 and 6 in
discharging their functions in the said Society and from
taking any prejudicial step against them in any
manner whatsoever, till the final adjudication of the
instant suit;
h) Ad-interim order and/or orders in terms of prayers
above;
i) Costs;
j) Such further and/or other relief or reliefs."
The defendant no.1 is the President of the said society. Apart from
plaintiff no. 2, the defendant nos.1, 2, 3 and 4 and the proforma defendant
nos.5 and 6 are the members of the governing body of the said society. The
plaintiff no.2 is the husband of proforma defendant no.5 while the proforma
defendant no.6 is the daughter of the plaintiff no.2 and the proforma
defendant no.5. The defendant no.1 is the husband of defendant no.2 and
father of defendant no.3 and proforma defendant no.5. The defendant no.4 is
the son of defendant no.3 and as such the grandson of the defendant no.1.
The defendant no.1 is also the maternal grandfather of proforma defendant
no.6. The defendant no.1 also has another daughter, namely, Nisha Varech
who along with her husband Pankaj Varesh are members of the said society
but not the members of the governing body of the said society. It is,
therefore, amply clear that the said society comprises of the defendant no.1
and his family members including his two married daughters, the son-in-
laws and a grandchild from the daughters' side.
The plaintiffs say that the meeting of the society as per the
regulations of the said society is required to be called by the Secretary i.e.
the plaintiff no. 2. There was no requirement of calling any emergency
meeting of the governing body of the said society as none of the agenda in
the notice dated 16th August, 2025 demonstrate any urgency. The defendant
no.1 has illegally and wrongfully and in an arbitrary manner called the said
meeting. The notice dated 16th August, 2025 issued by the defendant no.1
for calling such emergency meeting of the governing body of the said society
is illegal and void. No meeting of the governing body can or could have been
held on the basis of such meeting. The decision taken at the purported
meeting as reflected in the minutes are invalid and void inasmuch as no
deliberation on any of the agenda had taken place to arrive at a decision in
respect thereof for being adopted as a resolution of the said meeting. The
purported resolutions adopted at the said meeting are contrary to the
applicable laws and the regulations of the said society. The purported
dismissal of the four staff or employees without initiation of a disciplinary
proceedings and allowing them an opportunity of having is in clear violation
of the applicable laws for which the statutory permissions and no objections
can be withdrawn and/or cancelled leading to even closing down of the
schools and institutions operated by the said society. The said are
detrimental to the interest of the said society. The plaintiffs also allege that
the defendant nos. 1, 3 and 4 brought a prepared resolution to the said
meeting and without any deliberation or objection from the side of the
plaintiff no.2 the proforma defendant nos. 5 and 6 wanted the same to get
through.
Inasmuch as the notice calling the meeting was an invalid one and that
no meeting can or could have been actually held on the basis of such notice,
the meeting is an invalid one and cannot be construed to be a meeting of the
governing body of the said society. The resolutions adopted in the purported
meeting said to have been held on 18th August, 2025 are also illegal and
void. The said resolutions cannot be either acted upon or enforced. The
purported notice dated 16th August, 2025 and the resolutions adopted in the
meeting said to be held on 18th August, 2025 should, therefore, be stayed.
The plaintiffs further submitted that the letters exchanged by and
between the parties particularly those dated 2 nd July, 2025, 7th July, 2025
and 15th July, 2025 clearly demonstrate that the plaintiffs were never
opposed to initiate disciplinary proceedings against Sanjay Yadav, Vivek
Agarwal and Ravi Shankar Sinha as requested by the defendant no. 1 but to
hold the same evidence and particulars were necessary as the applicable law
demand production of the same to form an opinion and proceed against the
said three staff/employees of the said society. According to plaintiff no. 2 in
absence of such evidence and particulars initiation of any disciplinary action
would be contrary to law which is likely to cause detriment to the said
society which may extend to the cancellation of licence and no objection
certificates issued by various statutory authorities and the government for
operating the schools and the educational institutions. No disciplinary
proceedings can or could be initiated against the said three persons at the
whims of the defendant no.1 even if he happens to be the President of the
said society. The plaintiffs further submitted that the teaching and non-
teaching staff were not only entitled to get their salary but enhanced salary
as per the applicable law. The defendant no.1 or on his instruction the
defendant no.3 cannot and could not have stood in the way of disbursing the
same. The defendant no.1 and on his behest the defendant no. 3 declined to
approve the salary sheet for payment of the salary to the teaching and non-
teaching staff of the educational institutions operated by the said society at
the enhanced rate. By doing so the defendant nos. 1 and 3 have created an
impediment in the smooth functioning of the educational institution
operated by the said society as non-payment of enhanced salary would lead
to an unrest amongst the teachers and non-teaching staff of the educational
institutions operated by the said society and would further lead to loss of
reputation.
The plaintiff no.2 had been the Secretary of the said society ever since
2003 and has an unblemished record. The allegations leveled against the
plaintiff no.2 and the proforma defendant no.5 who happens to be the
Treasurer for a considerable period of time are not only untrue and incorrect
but also false. The whole object of the defendant no.1 is to take absolute
control of the society in exclusion of the plaintiff no.2, the proforma
defendant nos.5 and 6 and eliminate them from the society, if possible.
Although, the educational institutions operated by the said society had
gained name and fame on the hard labour devoted by the plaintiff no.2 and
proforma defendant no.5. The defendant nos.3 and 4 have assisted in the
illegal activities of defendant no.1 so that they can take control of the society
and in particular the educational institutions as the same are now well-
established due to the hard labour of the plaintiff no. 2 and on from
defendant no. 5 for their personal benefits. The entire acts and conduct of
the defendant no.1, 3 and 4 are illegal and wrongful. The meeting was
illegally convened. The resolutions adopted therein have been done in an
illegal and wrongful manner and without observing the procedure required
for holding a meeting of the governing body of the said society and, as such,
requires to be interfered with.
In course of submission the plaintiffs have relied upon the following
judgment in support of their contention.
(i) 1973 (2) SCC 543 [SRI PARMESHWARI PRASAD GUPTA VS. THE
UNION OF INDIA]
(ii) 2007 (2) SCC 551 [PREM LALA NAHATA AND ANOTHER VS.
CHANDI PRASAD SIKARIA]
(iii) 2018 (11) SCC 780 [SEJAL GLASS LIMITED VS. NAVILAN
MERCHANTS PRIVATE LIMITED]
(iv) Judgment and Order dated 22nd September, 2023 passed in G.A.
No. 4 of 2023 filed in CS 306 of 2022 [The Punjab Produce and
Trading Co. Private Limited and Ors. vs. Harsh Vardhan
Lodha & Ors.]
On behalf of proforma defendant no.5 and 6it is submitted by relying
upon a video clip of the said meeting which is said to have been disclosed by
the plaintiffs in a pen drive annexed to the application in a sealed cover and
played in Court that it is apparent therefrom that the meeting did not
actually take place on 18th August, 2025. There was no discussion on any of
the agenda. The defendant no.1 without consent of the other members of the
governing body appointed the defendant no.4 as the Chairman of the said
meeting which is contrary to the regulations of the said society. A prepared
resolution brought to the venue were only read out at the meeting to project
that the resolutions have been passed by raising of hands by the defendant
no.1, 2 and 4 and thereby adopted. In the said meeting an outsider was
present which is contrary of the regulations of the said society and as such
the said meeting is invalid on that ground alone. Furthermore there were
three members who had admittedly attended the said meeting and had
objected to the resolutions said to have been adopted in the said meeting by
not raising their hands or voting in favour of the same. There were as such
three members voting in favour of the resolutions allegedly adopted in the
said meeting while three were against the same. The resolutions, therefore,
cannot be construed to have been passed by the majority and as such void.
The contention that the President had the casting vote which on being
exercised had the effect of passing the resolutions according to the said
defendants cannot also be found from the video clip of the said meeting. The
President (defendant no.1), therefore, did not exercise his casting vote and as
such the resolutions cannot and could not have been passed or adopted at
the said meeting. The meeting is illegal and invalid, the resolutions adopted
therein are illegal and void. These resolutions cannot and could not be
construed to have been adopted in a valid meeting for which the same can be
either enforced or acted upon. The minutes of the meeting, therefore, should
be set aside and/or quashed and as an ad interim measure the same should
be stayed. It is further submitted by the proforma defendant nos.5 and 6
that as a Treasurer the proforma defendant no.5 had the authority to sign
the cheques along with the Secretary of the said society being the plaintiff
no.2. The cheques prepared by the society for payment of salary to the
teaching and non-teaching staff of the educational institutes after being
signed by the proforma defendant no.5 were sent to the defendant no.1 but
was not counter-signed. In a designed manner in collusion and conspiracy
with each other the defendant nos.1, 2, 3 and 4 want to eliminate the
plaintiff no.2, the proforma defendant nos.5 and 6 from society. As a prelude
to such designed act the said defendants have changed the authorized
signatories so that any amount at the whims of the defendant no.1 can be
approved, sanctioned and paid without there being any resistance from the
side of either the proforma defendant no.5 or the plaintiff no.2 even if such
payments are found to be illegal and wrongful.
The defendant no.1 through his obedient son-in-law Pankaj Varech had
filed a collusive suit before the learned Civil Judge (Junior Division), 1 st
Additional Court at Alipore being Title Suit No.1323 of 2025 to take absolute
control of the said society by usurping the authority of the plaintiff no.2 and
proforma defendant nos. 5 and 6. The ad interim order prayed in the said
suit was refused on 20th August, 2025 against which the said Pankaj Varech
filed a Misc. Appeal before the Court of the learned District Judge at Alipore
being Misc. Appeal No.276 of 2025. In the application filed in the appeal the
defendant no.1 has been able to obtain certain favourable orders pursued to
which payment to the teaching and non-teaching staff have been made. The
defendant no.1 with the active assistance of the defendant nos.3 and 4 is
now attempting to take absolute control of the said society by gradually
eliminating the plaintiff no.2 and the proforma defendant nos.5 and 6 from
the said society. The four staff of the said society, whose services have been
terminated by the purported resolution dated 18 th August, 2025 are all
senior staff who had assisted in the growth of educational institutes operated
by the said society. Once these staff are removed and men of choice of the
defendant no.1 are implanted, there will be no one to listen to the
instructions of the Secretary and the Treasurer, as a consequence whereof
the role of the Secretary and the Treasurer will become otiose. The acts and
conducts of the defendant nos.1, 2, 3 and 4 and in particular that of
defendant no.1 should be interfered with by appropriate orders passed
against them.
On behalf of the society (plaintiff no. 1) a separate representation has
been made on the ground that the plaintiff no. 2 was never authorized by the
said society to verify and affirm the plaint and institute the above suit. The
regulations of the said society in particular relating to "suit and legal
proceedings" according to the said society clearly indicate that all suits and
legal proceedings by or against the society shall be in the name of the
Secretary or such person as may be appointed by the committee. The
plaintiff no. 2 in the capacity of the Secretary as per the resolution is the
person who can sue or sued on behalf of the Secretary. The general
proposition do away with the requirement of the Secretary being authorized
by the Governing Body by passing a resolution in the governing body to
enable the Secretary to file a suit on behalf of the society. The Secretary
(plaintiff no. 2) in order to verify and/or affirm the plaint required a
resolution of the Governing body of the said society to file the suit. In
absence of such resolution, the plaintiff no. 2 just because of being the
Secretary of the said society cannot and could not have instituted the suit.
Any action by the society and/or against it is actually dealt with by the
governing body or any committee formed and/or authorized by the governing
body specifically for such purpose. Any legal action on the part of the society
has to be by way of a decision taken in the governing body for such purpose
and by authorizing a person who for such purpose has the authority to
initiate the same. No decision has been taken by the governing body for
instituting the above suit. No resolution has been also passed either to
institute the suit or authorizing the plaintiff no. 2 to initiate the same. The
said society at its meeting of the governing body held on 15 th August, 2025
by majority decision has authorized Anand Kumar Gupta to represent the
said society in any litigation had unless the said resolution is held to be
invalid and void the Secretary cannot and could not have instituted the suit
which is admittedly filed after 18th August, 2025. The suit therefore should
not be construed to have been filed by the said society (plaintiff no. 1). On a
bare reading of the plaint it will be apparent that the suit has been instituted
by the plaintiff no. 2 on behalf of the plaintiff no. 1 of course for personal
gain of the plaintiff no. 2. The said suit as such should be dismissed by
rejecting the plaint. The said society through Anand Kumar Gupta has filed
an application for rejection of the plaint filed in the above suit and for
dismissal of the suit being I.A. G.A. no. 3 of 2025 stating inter alia amongst
other these grounds.
It is further submitted by the said society that the suit as framed is also
not maintainable. The plaintiffs in the above suit which includes the said
society as plaintiff no. 1 have sought for a declaration that the plaintiff no. 2
and the proforma defendant nos. 5 and 6 have a vested right to be part of
the governing body of the said society as the first relief in the suit. The said
relief on a bare perusal of the pliant will appear to be a personal relief sought
for by the plaintiff no. 2 on behalf of himself and the proforma defendant
nos. 5and 6 who happens to be respectively the wife and daughter and not
on behalf of plaintiff no 1. The relief so claimed is also premature as there
has been no indication either in the plaint or in any of the letters or the
minutes annexed thereto to suggest that the plaintiff no. 2, the proforma
defendant no. 5 and 6 are not part of the governing body. The relief so
claimed, is therefore, pre-mature.
It is further submitted that the regulations of the said society under the
heading "Governing Body" has clearly specified in clause 1 thereunder about
the composition, election /appointment, resignation/removal and terms of
office of the members of the governing body. The governing body is to consist
of not less than 7 members. The office bearers of the governing body shall
comprise of President, Secretary, Treasurer and other committee members.
The office bearers and other committee members shall be elected at the
Annual General Meeting (in short "AGM") of the said society. The governing
body shall ordinarily be of one year unless it is dissolved or terminated
earlier under unforeseen circumstances. The term of the members of the
governing body, therefore, is of one year subject to being re-elected in the
next AGM. The declaratory relief sought for by the plaintiffs, therefore,
cannot also be granted in view of the regulations of the said society.
Referring to the clause of the said regulation under the heading "Duties of
the Office Bearers"-. It is further submitted that the President is to be
presided over all meetings of the society and take all disciplinary actions,
such as removal, dismissal, etc., in consultation with the governing body.
The President is also entitled to call emergency meeting. In case of an
emergency meeting, the notice period is 24 hours. The quorum of the
meeting shall be 1/3rd members personally present. The agenda before the
meeting of the governing body is to be decided by a majority of votes and
each member shall have one vote. However, the President or the Chairman
shall have a second or casting vote in addition to his own vote. In case of
equality of votes, the President or the Chairman of the meeting is entitled to
exercise his casting vote.
It is also submitted that in the instant case the President being duly
authorized to call emergency meeting had issued a notice on 16 th August,
2025. The agenda of the meeting clearly demonstrate the urgency behind
calling the said meeting for holding such emergency meeting of the society
on 18th August, 2025. The notices were duly received by the plaintiff no. 2,
proforma defendant nos. 5 and 6 and as such they attended the same. The
resolutions adopted at the said meeting is by majority vote. Assuming
without admitting that three members being on either side, the side to which
the President belonged to had the advantage of the casting vote of the
President. On such casting vote, being exercised the resolutions in the
meeting held on 18th August, 2025 have been passed by the majority. In
such factual background it cannot be at the ad interim stage contended that
the notice of the meeting is illegal and void. The meeting has been called on
and held in an arbitrary, illegal and wrongful manner or that the allegation
that the decisions taken therein by passing the resolutions through majority
vote cannot and could not have been taken is a proposition untenable in law.
The resolutions taken in the meeting by following procedure and adhering to
the regulations of the society cannot therefore be said to be an invalid
decision in the grounds alleged by the plaintiff no. 2 or the proforma
defendants no. 5 and 6.
It is also submitted that the President of the said society had clearly
given the particulars and grounds for initiating disciplinary proceedings
against three erring staff of the said society in his letter dated 2 nd July, 2025.
The question of providing further particulars did not arise. The plaintiff no. 2
as the Secretary openly challenged his decision as will be evident from his
reply dated 7th July, 2025. In order to save the three staff the Secretary
(plaintiff no. 2) have not only challenged the authority of the President but
have accused him of making false statement. This is unbecoming of a
Secretary of the said society who has to act within the forecorners of the
regulations and the applicable laws for the welfare of the society. The
decision taken for removing and/or terminating the services of the four staff
at the governing body meeting held on 18th August, 2025 has been validly
taken and no interference to such decision is also necessary at the instance
of the plaintiff no. 2. If at all, the said staff are aggrieved by the decision of
their removal it is for them to independently ventilate their grievances which
is also in the instant case. On behalf of the society (plaintiff no. 1) it is
therefore submitted that the suit is liable to be dismissed in the facts of the
instant case. Furthermore, on the basis of the chain of events there is also
no question of interfering with the decisions taken at the meeting of the
governing body held on 18th August, 2025 as no illegality or invalidity is
attached to such decision. The prayer for ad interim injunction is , therefore,
to be rejected.
On behalf of defendant nos.1, 2 and 3 it is submitted that under the
regulations of the said society the President has the right to take all
disciplinary actions such as removal, dismissal etc. in consultation with the
governing body. The defendant no.1 as the President of the said society had
come to know about the overbilling of Sanjay Yadav or YSS for which the
defendant no. 1 in the capacity of the President of the said Society had
issued a show cause to him. In reply to the said show cause, Sanjay Yadav
had shifted the blame on Vivek Agarwal and his team. Vivek Agarwal is the
Chief Financial Officer of the said society. On the basis of these facts the
defendant no.1 as the President had a prima facie opinion that the said three
staff or employees were guilty of misconduct and as such had requested the
plaintiff no.2 being the Secretary of the society to initiate disciplinary
proceedings as required under the regulations. The plaintiff no. 2 instead of
initiating disciplinary proceedings asked for further evidence and particulars
which were already in the letter dated 2nd July, 2025. In the said letter the
defendant no.1 had accused the plaintiff no.2 and the proforma defendant
no.5 respectively being the Secretary and the Treasurer of the said society of
oversight. The plaintiff no.2 in his reply dated 7 th July, 2025 had not only
used derogatory language against the defendant no.1, the President of the
society and have further alleged that his accusation were false. It is clearly
demonstrate that the plaintiff no. 2 and the proforma defendant no. 5 not
only supported the accused staff/employees of the society but in effect
challenged the authority of the President who otherwise have specific
authority derived from the regulations of the society to terminate or dismiss
a staff/employee. The conduct of the plaintiff no. 2 has tried to explain in
course of argument which has further emboldened the view that he plaintiff
no. 2 was trying to shield the misdeeds of the said staff/employees. It has
been also submitted that the plaintiff no. 2 was never averse to initiation of
disciplinary proceedings against the erring staff/employees but wanted
particulars. This is in sharp contrast to the language contained in the letter
dated 7th July, 2025 written by the plaintiff no. 2 in reply to the letter of the
defendant no. 1 dated 2nd July, 2025. The conduct of the plaintiff no. 2 and
the proforma defendant no. 5 therefore clearly demonstrates that they were
not only trying to shield the erring staff/ employees of the society against
whom specific allegations have been provided by the defendant no. 1 as the
President of the society but were also not inclined to take any step in the
garb of particulars or evidence. The plaintiff no. 2, as the Secretary pursued
to the report of the President as contained in the letter dated 2 nd July, 2025
could have called a Governing Body meeting to deliberate on this issue but
did not do so. On the contrary the plaintiff no. 2 with the aid and assistance
of the proforma defendant wanted to bring a stalemate in the society. This
gave rise for discussion of certain urgent issues which compelled the
defendant no. 1 as the president to call an urgent meeting after waiting for a
month. This also gives rise to a reasonable doubt that the staff against
whom the defendant wanted initiation of disciplinary proceedings were the
men of the plaintiff no. 2 and the proforma defendant no. 5, probably
implanted for the purpose of taking control of the society in exclusion of the
President and the other governing body members of the said society.
On behalf of defendant no. 1, it has been reiterated that the President
being empowered to call the emergency meeting has issued a proper and
valid notice which were duly received by the plaintiff no. 2 and the proforma
defendant no. 5. On behalf of defendant nos. 1, 2 and 3, the letters
exchanged by and between the defendant no. 1 on one hand and the plaintiff
no. 2 and the proforma defendant no. 5 on the other hand subsequent to the
issuance of the notice for holding emergency meeting are placed before the
Court and it is submitted that these letter will clearly show that neither the
plaintiff no. 2 nor the proforma defendant no. 5 ever objected to the
authority of the defendant no. 1 in calling the emergency meeting or in
respect of any agenda contained therein that they were not emergency ones.
as has been sought to be done at a subsequent stage and in course of
argument.
In fact the plaintiff no. 2 and proforma defendant no. 5 sought for virtual
attendance of the proforma defendant no. 6 in the meeting scheduled on 18 th
August, 2025 and as such permission was given on behalf of the defendant
nos. 1, 2 and 3.The plaintiff no. 2 and proforma defendant no. 5 requested
for video recording of the meeting. The same was done and a copy has been
provided to them which has been relied upon in this proceeding. The
defendant Nos. 1, 2 and 3 further submit that a valid meeting of the
governing body was conducted. The defendant Nos. 1, 3 and 4 exercised
their voting right including the casting vote of the defendant No. 1 was
exercised. The resolutions were adopted by majority votes. Even today if a
meeting is convened then also the plaintiff no. 2 and proforma defendant no.
5 and 6 cannot stop from a resolution being passed if the defendants no. 1,
2, 3 and 4 are in favour of passing such resolution. The defendant No. 4 was
never appointed as the Chairman of the meeting. The said defendant was
requested by the defendant No. 1 to read out the resolutions so that a
decision could be arrived at in respect thereof as the plaintiff No. 2 and the
defendant No. 5 and 6 (on virtual mode) were screaming at the top their
voices to prevent the defendant No. 1 from placing the agenda and initiate
the discussion in respect thereof with the only aim to disrupt holding of the
meeting of the governing body to the best of their ability. The decisions were
validly taken at the meeting of the governing body as will appear from the
minutes of the said meeting as also the video clip. The meeting, therefore,
cannot be a void one or can be alleged that no meeting had actually taken
place. The defendant Nos. 1, 2 and 3 further submit that the stand taken by
the plaintiff No. 2 that initiation of disciplinary proceedings would lead to
legal action against the society or cancellation of the permission and no
objection certificates as submitted from the bar are not borne out from the
plaint. These are made as and by way of an afterthought. The defendant
Nos. 1, 2 and 3 have relied upon the following judgments in support of their
contentions:-
1. 1974 (2) All ER 653 (Bentley-Stevens Vs. Jones & Ors.)
2. AIR 1991 Del. 25 (Nibro Ltd. v. National Insurance Co. Ltd.)
Relying upon the aforesaid two judgments, it is submitted by the said
defendants that the plaintiff no. 2 complaint of at the highest
irregularities and not illegality. Alleged irregularity in connection with the
meeting cannot be a ground for which an interlocutory injunction sought
for has to be granted. The plaintiffs are, therefore, not entitled to any
order of injunction against the resolutions taken at the meeting of the
governing body of the society on 18th August, 2025. That apart and in
any event the suit could not have been instituted by the plaintiff no. 2 on
behalf of plaintiff no. 1 as there is no resolution authorizing the plaintiff
no. 2 to sign and verify the plaint or institute the suit only on that
ground no ad interim order can be passed at this stage.
In such circumstances, according to the defendant Nos. 1, 2 and 3
the interim order prayed for by the plaintiffs should be refused. The
defendant Nos. 1, 2 and 3 have also insisted on the objection as to the
maintainability of the suit as an additional ground to refuse the ad
interim prayer.
On behalf of the defendant no. 4 it is submitted that the President of the
Society being the defendant no.1 is empowered to call an urgent meetings
under the regulations of the said Society. The records will reveal that the
plaintiff no. 2 and the proforma defendant no. 5 wanted enhanced amounts to
be paid to the teaching and non-teaching staff of the educational institutes as
also to the staff of the society while the defendant nos. 1, 2, 3 and 4 wanted the
enhancement, if any, to be allowed after deliberation in the governing body
since no decision for the same had been taken till such time by the governing
body. This ultimately resulted in an uncertainty regarding the payment of
salary to the teaching, non-teaching staff and the staff of the society as the
plaintiff no. 2 and proforma defendant were bent upon to give enhanced salary
and remuneration to the teaching, non-teaching staff and the staff/employees
of the society. This issue according to the defendant no. 1 being the President
required immediate attention as it was pending from July, 2025 that apart, the
plaintiff no. 2 despite being provided with all details was reluctant in initiating
disciplinary proceedings against the erring staff. The plaintiff no. 2 as the
security did not even call the meeting of the governing body to discuss on these
issues though was obliged to do so. The plaintiff no. 2 with the aid and
assistance of defendant no. 5 wanted to bring a stalemate to the functioning of
the educational institutions so that under coercion they could get things done
as per their choice. The issue as to payment to teaching and non-teaching staff
remained pending as the plaintiff no. 2 and proforma defendant no. 5 did not
agree to the issue of enhancement of salary to be discussed in the governing
body as proposed by the defendant no. 1 so that enhancement if any could be
subsequently paid as arrear. The defendant no. 4 also says that the plaintiff
no. 2 and proforma defendant no. 5 are two of the signatories to cheque to be
issued by the society. The act and conduct of the plaintiff no. 2 being the
Secretary of the society and proforma defendant no. 5 as the treasurer rise to a
reasonable doubt that the plaintiff no. 2 and proforma defendant no. 5 could
block any payment to be made by the society by not signing the cheques. This
also required urgent attention of the governing body. In such situation, the
defendant no. 1 as the President was well-within his right to issue the notice to
convene an urgent meeting of the governing body after waiting for more than a
month. So far as the meeting of the governing body is concerned, due notice
was given to the plaintiff no. 2, proforma defendant nos. 5 and 6 and they
attended the meeting. The plaintiff no. 2 and the proforma defendant nos. 5
and 6 tried to stop the meeting to be held and decisions to be taken therein. In
such background, the defendant nos. 1, 3 and 4 by voting in favour of the
decisions to be taken at the meeting of the governing body passed the
resolution through majority of 4:3 when the President as the Chairman of the
meeting exercised his casting votes. The President had the casting vote and
had exercised the same which is evident from the minutes which has been duly
signed by the defendant no. 1 in the capacity of Chairman of the meeting in
compliance with the provisions of the regulations. The decisions in the meeting
were therefore, taken by majority decision. In a democratic format as also
under the regulations, the majority view would prevail. The meeting therefore,
was validly held and the decisions taken therein were properly made and duly
passed by majority. It cannot, therefor, be contented that the resolutions
adopted at the meeting were invalid being illegal or that the meeting was
illegally held. It is also the case of the defendant no. 4 that the plaintiff no. 2 as
the Secretary in view of the issues that surfaced between 2 nd July, 2025 and
16th August, 2025 ought to have called for a meeting but deliberately did not
take any steps to call a meeting of the governing body which infused urgency in
respect of the matters contained in the agenda which compelled the defendant
no. 1 to call an urgent meeting. The plaintiff no. 2 and the proforma defendant
no. 5 were not signing the cheques as a consequence whereof the expenses to
be defrayed by the society could not be mitigated which also gave rise to an
urgent situation to discuss the issue as to the signatories to the cheques to be
issued by the society. This is also an urgent issue which required deliberation
at the governing body and as such the President by exercising his authority
under the regulations of the society had rightly called the urgent meeting
specifying the agenda contained in the said notice. So far as the intake of the
new members of the society are concerned, there was a specific agenda in the
notice issued by the defendant no. 1 in the capacity of the President of the
society. Any person intending to be the member of the society as per the
regulations of the society was required to be make a declaration. The
application for new membership is to be submitted to the Secretary. This does
not mean that the same has to be submitted personally to the Secretary as the
Secretary may not be available at the office round the clock during the working
hours. The application can be received by the office of the Secretary or be
given to the Governing Body itself. By producing photocopy of the application
forms, it is submitted by the defendant no. 4 that the applicants had applied
by giving the necessary declaration to the governing body. The applicants
possessed the due qualification to be considered for being inducted as new
members and the governing body by adopting the resolution to include three
applicants as the members of the society has passed the resolution by majority
and as such there is also no illegality in connection with member inducted. It
is also apparent that even if a meeting is held as on date the plaintiff no. 2 and
proforma defendant nos. 5 and 6 will be the minority. The defendant no. 4 also
contended that the plaintiff no. 2 was not authorized to file the suit on behalf of
the society. On a reading of the plaint it will also appear that the plaintiff no. 2
in the garb of his personal agenda is pretending to espouse the cause of the
society (plaintiff no. 1) as if the same is a derivative action. In absence of any
authority being given to the plaintiff no. 2, the said plaintiff cannot and could
not have filed a suit on behalf of the society and as such the suit is not
maintainable on that ground alone and should be dismissed. On the ground
alone, the interim order sought for by the plaintiff no. 2 on behalf of itself and
the society should be refused and the suit be dismissed.
Mr. Sabyasachi Chowdhury learned Senior Advocate representing the
three members newly inducted to the society submits that his clients have not
been made parties to the suit, although reliefs have been claimed against them.
In a limited score, he submits that all the three newly inducted members of the
society had the due and requisite qualifications to be members of the society.
Each of them have given the required declaration. The governing body after
considering such credentials had by a majority decision inducted his clients as
members of the society. No order can or could be passed against his clients
infringing their rights as members of the society unless the resolution adopted
at the meeting of the governing body of the society held on 18 th August, 2025 is
set aside and/or quashed.
Mr. Joydip Kar learned Senior Advocate on behalf of the teachers of the
school has submitted that pursuant to orders passed by the learned District
Judge at Alipore in a Misc. Appeal preferred by the plaintiff in the suit filed at
Alipore Court, the teachers have been paid their respective salaries.
The plaintiffs, in reply, have relied upon a document which appears to be
a draft salary sheet and the handwritten note of the plaintiff no.2 to contend
that the enhanced salary of the teaching and non-teaching staff had been
approved by the defendants pursuant to which the plaintiff no.2 wanted to
disburse such enhanced salary which was with a ulterior motive and mala fide
intent objected to by the defendant nos.1, 3 and 4. The picture sought to be
portrayed by the defendants and the society is therefore not the true and
correct picture. By relying upon the Code applicable to Anglo Indian schools
and other listed schools it is submitted by the plaintiffs that termination of
services of four staff/employees without holding any disciplinary proceedings
or adhering to the principles of natural justice to permit them to defend
themselves is contrary to the provisions of such Code which is likely to raise
the anger of the statutory bodies, Government department, as a consequence
whereof the licenses, permissions and no objection certificates issued for
permitting the educational institutes to operate may be cancelled. The plaintiffs
have also relied upon a judgment reported in (2005) 11 SCC 73 [CLAUDE-LILA
PARULEKAR (SMT) Vs. SAKAL PAPERS (P) LTD. AND OTHERS] to contend that
the decision taken by the governing body in its meeting dated 18 th August,
2025 is illegal and void.
On behalf of the Society it is submitted that the provisions of the Anglo
India Code are not applicable to the schools operated by the said society. In
any event there has been no violation of any of the provisions of the said Code
for which the licenses or permissions will be cancelled or the no objection
certificates be withdrawn. None of the terminated staff/employees has come
forward to challenge the decision and as such, the stand taken by the plaintiff
no.2 in support of such staff/employees is not only strange but appears to be
in a desperate attempt to retain them. It is also reiterated that the suit is not
maintainable and as such, no ad interim order can or could be passed.
On behalf of the defendant no.1 it is submitted that the letters written by
the plaintiff no.2 and the submissions made on his behalf clearly demonstrate
that it is the plaintiff no.2 and the proforma defendant nos.5 and 6 to have
suffered more prejudice than the terminated staff/employees. The plaintiff no.2
with the aid and assistance of the proforma defendant no.5 through these
staff/employees were controlling the affairs of the society and manipulating the
accounts and records for their individual gain. The defendant no.1 having
detected the same had requested the plaintiff no.2 and the proforma defendant
no.5 in a very polite language to take necessary steps. The plaintiff no.2 for
reasons unknown had not only refused to take any step as requested by the
defendant no.1 but also challenged the authority of the defendant no.1 and
had also accused him of having made false statement. It is therefore clear that
the plaintiff no.2 and the proforma defendant no.5 though are trying to project
their great concern about the society but in actuality want fulfillment of their
personal gains at the cost of the society.
The defendant No. 4 in reply says that the four staff and employees
whose services have been terminated are the men and agent of the plaintiff No.
2 and the proforma defendant No. 5 and have been implanted in strategic
position to assist the plaintiff No. 2 and the proforma defendant No. 5 in taking
complete control of the society and the educational institute operated by the
said society. It is, therefore, clear that the termination of service of the four
staff/employees have caused agony to the plaintiffs and the proforma
defendant No. 5 resulting in the filing of the suit. Furthermore, it is submitted
by the defendant No. 4 that Anupama Sinha is the wife of Ravi Sankar Sinha
while Priyanka Agarwal is the wife of Vivek Agarwal. The said four persons
were the active agents of the plaintiff No. 2 and the proforma Defendant No. 5
with the object to take absolute control over the same or to ruin the same if
they are unable to exercise the control. Anupama Sinha and Priyanka Agarwal
are respectively the wife of Ravi Shankar Sinha and a
Vivek Agarwal. None of them regularly attend their work but draw salary and
assisted plaintiff no.2 and proforma defendant no.5 to carry out their
misdeeds.
On a perusal of the plaint and the said application the following facts
emerge :
The said society was initially known as Meharia Center of Applied
Research. The said society operates educational institutions by the name of
DPS Rubi Park, DPS Durgapur which are schools and Omdayal Group of
Institutions (Engineering, Management and Architecture College).
The defendant no.1 apart from being the President of the said society
is also the President of Krishna Dayal Education and Research Academy.
The defendant no.1 by a letter dated 2nd July, 2025 addressed to the plaintiff
no.2, being the Secretary and proforma defendant no.5, being the Treasurer
of the said society raised serious concern about financial misconduct and
the breakdown of the internal controls within the said society and sought for
immediate disciplinary action against Sanjay Yadav, Vivek Agarwal and Rabi
Shankar Sinha. The said letter also discloses that a show cause notice was
issued to Sanjay Yadav on 16th June, 2025 for overbilling a sum of
Rs.40,28,997/- in security service invoices raised by Yadav Security Services
(in short "YSS") operated by the said Sanjay Yadav for Ruby Park Public
School between April 2021 and March, 2025. The letter also records that in
course of enquiry the said Sanjay Yadav had shifted the responsibility of
such alleged overbilling upon Vivek Agarwal, the CFO and Accounts Head
and his team by contending that they failed to check the security invoices
since 2019. It is also recorded in the said letter that Vivek Agarwal and Rabi
Shankar Sinha tried to mislead Mr. Anup Majumdar, the Auditor appointed
by the defendant no.1 by falsely claiming that no extra payments having
been made which contention was rejected by the said Auditor. The defendant
no.1 also alleged that the acts of Sanjay Yadav, Vivek Agarwal and Rabi
Shankar Sinha strongly suggest a coordinated fraud which has caused
immense loss and harm to the Organization apart from loss of reputation.
There was also an allegation of failure of oversight by the Secretary (plaintiff
no.2) and the Treasurer (proforma defendant no.5). It has been also stated
that ongoing misconduct reveals failure to supervise the CFO and enforce
the financial discipline. The President, (defendant no.1) therefore, requested
the plaintiff no.2, the Secretary to initiate immediate disciplinary action
against Sanjay Yadav, Vivek Agarwal and Rabi Shankar Sinha without any
delay. Admittedly, Sanjay Yadav, Vivek Agarwal and Rabi Shankar Sinha
are associated with the said society. This letter has been admittedly received
by the plaintiff no.2 who replied to the said by a letter dated 7 th July, 2025
with a copy marked to the proforma defendant no. 5 being the treasurer of
the society.
The plaintiff no.2 in his reply dated 7th July 2025 has stated that the
letter of the defendant no.1 dated 2nd July, 2025 is misplaced, ill-founded
and baseless. The action taken by the defendant no. 1 as referred to in the
said letter dated 2nd July, 2025 are in clear violation and utter disregard of
the laws and regulations applicable to the society and same are potentially
prejudiced to the interest of the said society comprised of grave accusation,
without any underlying explanation and very importantly absent of any
evidence, surprisingly composed of falsities which is unexpected of the
President and baseless assertion against YSS. The accusation, according to
the plaintiff, were potentially prejudicial to the interest of the society and
revealed nefarious motive sought to be achieved on the strength of baseless
allegation including these against the Secretary (plaintiff no. 2) and
Treasurer (proforma defendant no. 5) and was far from reality. The letter also
alleges that the defendant no.1 unilaterally issued show cause notices which
suffers from various infirmities. In the said letter although the plaintiff no.2
admitted that the allegations against Sanjay Kumar Yadav, Vivek Agarwal
and Ravi Shankar Sinha were grave in nature and required considered
attention in compliance with the laws and regulations but sought for
materials available with the defendants for taking steps against the said
three persons as requested by the defendant no.1.
After exchange of these two letters, the plaintiff no.2 by an electronic
mail dated 15th July, 2025 sought for the requested information from the
defendant no.1. The plaintiff no. 2 and the defendant no.1 between 8 th
August, 2025 and 11th August, 2025 exchanged several mails in connection
with the salary of the teaching and non-teaching staff. On a conjoint reading
of the said electronic mail it will appear that the plaintiff no.2 as the
Secretary was in favour of giving enhanced salaries to the teaching and non-
teaching staff while the defendant no.1 insisted upon payment of salary at
the old rate and any enhancement required after a discussion in the
governing body can be provided as arrears to the teaching and non-teaching
staff.
The matter appears to have a sudden swing from this stage on the
defendant no.1 issuing a notice dated 16 th August, 2025 for holding an
emergency meeting of the governing body of the said society on 18 th August,
2025 at the Board Room No. 1 at Kenilworth Hotel at Kolkata. There are six
agenda in the said notice which are as follows:
"ITEM NO.1
REVIEW THE ATTENDANCE, PERFORMANCE AND
CONDUCT OF NON-TEACHING STAFF INDIVIDUALLY
SO AS TO ASCERTAIN WHETHER THERE IS ANY
MALPRACTICE WITH REGARD TO EMPLOYMENT
AND FUNCTIONING OF THE NON-TEACHING STAFF
AND ON THE BASIS OF SUCH REVIEW NECESSARY
RESOLUTIONS WOULD BE PASSED / DECISION
TAKEN:
ITEM NO.2
AFTER REVIEW IN TERMS OF AGENDA NO.1
ABOVE, ON AND EMERGENCY BASIS DISBURSE
THE EMOLUMENTS OF DELHI PUBLIC SCHOOL,
RUBI PARK, AND OMDAYAL GROUP OF INSTITUIONS
TEACHING AND NON-TEACHING STAFF:
ITEM NO.3
TO CONSIDER ANY OTHER MATTER PERTAINING
TO THE SUPERVISION AND CONDUCT OVER THE
AFFAIRS OF THE SOCIETY AS PER RULE 5
(GOVERNING BODY) OF THE BYE-LAWS OF THE
SOCIETY:
ITEM NO.4
TO INDUCT NEW MEMBERS INTO THE SOCIETY
TO REVIEW AND CONSIDER CHANGE IN THE
SIGNATORIES IN RESPECT OF ALL BANK
ACCOUNTS
ANY OTHER URGENT MATTER WITH THE
PERMISSION OF THE CHAIR
The board meeting of the governing body of the said society was
held as per the notice wherein the plaintiff no.2 the proforma defendant no.5
were physically present while proforma defendant no.6 attended the said
meeting through virtual mode. The defendant no. 1, defendant no.3 and
defendant no.4 also attended the meeting. In the said meeting the
resolutions were adopted in terms of the various agenda, the copy of the said
minutes of the governing body members meeting dated 18 th August, 2025
containing the signature of the defendant no.1 is annexed at pages 90 to 98
of the application being IA No. GA/1/2025.
In this factual matrix the above suit and the interlocutory
application as stated hereinabove have been filed and the plaintiffs have
prayed for an ad interim order staying the resolutions adopted at the said
meeting.
After hearing the parties and considering the materials on record in order
to consider the plaintiffs prayer for ad-interim relief(s) the following
questions are to be answered:-
i) Can an ad-interim order as prayed for by the plaintiffs be passed
when the society and the defendants have challenged the very basis of
the suit and its institution by the plaintiff No. 2 on behalf of self and
the society (plaintiff No. 1).
ii) Can or could the suit be maintained by the plaintiff No. 2 in view of
the relief claimed under prayer (a) of the plaint?
iii) Is the notice dated 16th August, 2025 issued by the defendant No. 1
as the President of the society bad in law and invalid?
iv) Was the meeting dated 18th August, 2025 a valid meeting?
v) Are the resolutions adopted at the meeting held on 18 th August, 2025
legal and valid and validly adopted.
The answers to these questions are based on prima facie finding and should
not by any means construed or contended to be final.
It is now well-settled position of law that the maintainability issue, if raised
has to be gone into at the first instance before passing any order in a lis. This
is because the maintainability issue goes to the roof of the matter and the
Court has to decide on its jurisdiction which is basis for it to exercise its
jurisdiction. The maintainability issue can be of various nature.
In the instant case the society and the defendants say that in absence of
any decision by the governing body of the society and specific authority to the
Secretary (plaintiff no. 2) to verify and affirm the plaint and institute the suit,
the plaintiff no. 2 in the capacity of the Secretary could not have filed the suit
on behalf of the society, the plaintiff no. 1. On a bare reading of the plaint it
cannot also be said to be one instituted in the personal capacity of the plaintiff
no. 2.
The point of maintainability so raised does not relate to the inherent lack of
either territorial or pecuniary jurisdiction of this Court but to some extent
qualifies as barred by law under ht provisions of Order 7 Rule 11 (d) of CPC. IN
a case where the Court finds inherent lack of jurisdiction on a plain reading of
the facts and law pleaded, the Court will not exercise its jurisdiction. Similarly,
where the Court finds that the suit is clearly barred by law and no further
scrutiny is necessary, the Court will not exercise this jurisdiction. However, in
a case where further scrutiny is necessary to finally adjudicate the point of
maintainability, the Court can exercise its jurisdiction by taking up an
application for temporary injunction as there is no absolute bar in a deserving
case that only after deciding the maintainability point such application has to
be taken up as discussed in The Punjab Produce (supra).
In the light of the discussion as aforesaid, I find that the maintainability
point raised by the society and the defendants require further scrutiny. It has
to be looked into whether previous suits, if any on behalf of the society were so
done upon the Secretary being specifically authorized of the same. The impact
of the resolution wherein the governing body prior to institution of the suit
having authorized another person to initiate or defend proceedings on behalf of
the society is also required to be gone into. This can be done more effectively by
hearing the demurrer applications on affidavits.
In the circumstances as aforesaid, the prayer for ad interim relief made by
the plaintiff is taken up for consideration. The plaintiff has challenged the
notice primarily on the ground that there was no urgent issues or emergency
situation had arisen for the President to call the meeting. The agenda containd
in the notice did not indicate any emergency issue. The meeting was not duly
held as there were no discussion on each issue to assure at a considered
decision. In a pre-planned manner the defendant no. 1, 2 and 4 had brought a
draft resolution which was placed before the governing body for being the same
passed without any discussion and on being objected to, the defendants nos. 1,
3 and 4merely read out the agenda and adopted the same. The meeting,
therefore, was tainted with illegality and the decisions taken therein are void.
The proforma defendants no. 5 and 6 further added to that an outsider was
allowed to be present despite objections being raised. It cannot be said from the
chain of events that a meeting of governing body actually took place. The
President appointed the defendant no. 4 as the Chairman of the meeting which
under the regulations is to be done by the governing body and the President
has no such authority. The decisions apart from being taken in an invalid
meeting were arbitrarily taken and as such are null and void. The same are,
therefore, required to be set aside.
On a plain reading of the various clauses contained in the Regulation of the
society it appears that a meeting of the Governing body of the Society can be
called in three different modes. The meeting of the governing body is to take
placeat least once in every three months. Under normal situation it is the
Secretary who summons the meeting by going a 7 days' notice. The venue and
time is fixed by discussion between the President and the Secretary. The
President may call an emergency meeting by going 24 hours notice. Any four
members of the governing body may requisition for convening a meeting. The
Secretary on receiving such requisition has to call a meeting failing which, the
President will convene such meeting. The quorum of the governing body will be
achieved if 1/3rd members are personally present. The accounts of the society
is to be surpassed by the governing body. The governing body will open the
bank accounts and appoint any person to assist the Secretary and the
Treasurer in maintaining the accounts.
It is, therefore, clear that the President has the authority to call an
emergency meeting by giving a 24 hours notice. Urgency of an issue to be
discussed at the governing body or giving rise to an emergency situation for
which the President can call an emergency meeting is a matter of perception.
An issue may appear to one as an urgent issue while to another it may not be
considered as so. In the instant case President had by a letter dated 2 nd July,
2025 requested the Secretary to take certain steps by providing particulars.
The Secretary instead of taking any steps openly challenged the authority of
the President of the President and alleged that the President made false
accusation. The plaintiff no. 2 as the Secretary also sought for particular and
evidence when such particulars were clearly provided in the letter dated 2 nd
July, 2025. The particulars were sufficient to at least issue a show cause
notice to the erring employees/staff. The Secretary did not take any step on the
contrary defended them which clearly appears to be shielding these
staff/employees. The issue of payment to teachers and non-teaching staff is
also an issue which required immediate consideration. The Secretary with the
aid of the Treasurer were bent upon to pay enhanced/additional sum while the
President was in view of paying at old rate and discuss the enhancement in the
governing body meeting and pay the enhancement if approved as arrears.
The plaintiff no. 2 did not call any meeting of governing body though it is his
duty to call such meeting in normal circumstances. The Secretary, under the
regulations is also empowered to call emergency meeting but did not do so
thereby kept the issues pending to compel the other members of the governing
body to accept their terms. The President waited for over one month and
finding that the Secretary (plaintiff no. 2) was taking no steps was well within
his authority to call an emergency meeting. Due notice was issued and
received by all Governing Body members and all except defendant no. 2
attended the meeting. The notice, therefore, appears to be prima facie valid. At
least the issue as to disciplinary proceedings against three staff/employees and
non-payment of salary of non-teaching and teaching staff according to me
prima facie appears to be urgent. The issue relating to signatures to the bank
account are also of prime importance as the Secretary (plaintiff no. 2) and his
wife the proforma defendant no. 5 were in a position to block disbursement of
money by the society by declaring to sign cheques. Due notice was given to the
plaintiff no. 2 and proforma defendants no. 5 and 6. The plaintiff no. 2 and the
proforma defendant no. 5 particularly allowed the meeting wherein the
defendants no. 1, 3 and 4 were present. The quoram of the meeting was,
therefore, achieved. It also appears from the video clip played in Court that the
defendant no. 1 was trying to place the agenda to hold discussion to decide on
the same. The plaintiff no. 2, the proforma defendant no. 5 and the proforma
defendant no. 6 through virtual mode were screaming at the top of their voice
to stop the defendant no. 1 from placing the agenda. The defendant no. 1 is
such circumstances requested the defendant no. 4 to read out the agenda. It
also appears that the defendant no. 4.
So far as the objection raised by the plaintiffs regarding the termination of
services of Ravi Shankar Sinha, Vivek Agarwal, Ms. Priyanka Agarwal,
Anupamama Sinha are concerned the plaintiffs say that their termination is
without initiation of any disciplinary proceedings or allowing them an
opportunity to defend themselves on being removed from services with a stigma
will amount to violation of the statutory provisions as laid down in the Societies
Registration Act, 1961, provisions relating to Anglo Indian Schools and all
listed schools as also against the principles of natural justice.
On a perusal of the powers of the President as contained in the regulations
of the society under the heading "Duties of office bearers" it is apparent that
the President shall take all disciplinary actions such as removals, dismissals
etc. in consultation with the governing body. The President (defendant no.1) by
his letter dated 2nd July, 2025 had clearly indicated the persons against whom
the said defendant wanted initiation of disciplinary proceedings which the
plaintiff no.2 as the Secretary had tried to resist on different grounds including
seeking of particulars and evidence when the said letter provided the
particulars. The President therefore was well within his right to call the meeting
of the governing body and take a decision therein to terminate the services of
the aforesaid four persons. The decision taken to that effect at the meeting of
the governing body held on 18th August, 2025 was also passed by a majority.
Out of the four persons as aforesaid, Ravi Shankar Sinha and Vivek Agarwal
appears to be respectively the staff of the said society and not that of the
educational institutions operated by the said society. So far as Vivek Agarwal is
concerned, his appointment may have been in terms of Clause 5(vi) under the
heading "Powers and duties of the governing body" contained in the regulations
of the society. In respect of Vivek Agarwal and Rabi Shankar Sinha the Anglo
India Code is not applicable as it applies only to the teachers and non-teaching
staff of the schools. So far as Priyanka Agarwal is concerned, she has been
described as a non-teaching staff of DPS, Rubi Park while Anupama Sinha has
been described as Assistant Professor of Om Dayal College. The Anglo India
Code at the highest may be applicable only in respect of Priyanka Agarwal. The
said Priyanka Agarwal has not come forward to challenge the decision of her
termination of service as yet. In such circumstances, the apprehension of the
plaintiff no.2 that the licenses, permissions and no objections issued by the
Government and statutory bodies may be cancelled which in the process will
stop the operation of the educational institutes is not well founded. Moreover,
in order to take such steps for cancelling the permission, licence or no
objection the concerned authority has to follow the statutory procedure which
will grant enough opportunity to the society to defend itself. The interference to
the resolution of the governing body as prayed for by the plaintiffs on the
ground of termination of services of the four staff/employees at this stage is
also uncalled for at this stage. The objection as to the decision to change the
authorized signatories of the bank accounts of the society is also not
sustainable as a ground to interfere with the resolution of the governing body
taken at its meeting on 18th August, 2025 at this stage inasmuch as the
governing body always had and retains the right to alter the signatories to the
bank accounts of the society. In any event, the signing authority of proforma
defendant no.5 as a treasurer has not been altered. The allegations made by
the plaintiff no.2 and the proforma defendant no.5 on a close scrutiny may at
the highest be irregularities which can be rectified and not illegalities which are
irreversible. The ratio laid down in Bentley-Stevens (supra) are applicable and
Parameshwari Prasad (supra) and Claude-Lila (supra) are not applicable at
this stage to the facts of the case.
In the aforesaid facts and circumstances, I am not inclined to interfere with
the notice dated 16th August, 2025 for calling the emergency meeting of the
governing body of the said society or in respect of the decisions taken in such
meeting.
The matter requires to be heard on affidavits.
Let affidavit-in-opposition be filed by 7th November, 2025; reply
thereto, if any, be filed by 28th November, 2025. Let this application
appear in the monthly list of December, 2025 under an appropriate
heading.
(ARINDAM MUKHERJEE, J.)
Sb/pa/snn.
