Delhi High Court

Ms. Supriya Gupta & Ors. vs Dr. J.K. Jain & Ors. on 23 September, 2009

Author: Manmohan Singh

..*        HIGH COURT OF DELHI : NEW DELHI

+          I.A No. 9382/2009 in CS (OS) No. 1344/2009

                                  Reserved on: 26th August, 2009

%                                 Decided on: 23rd September, 2009

Ms. Supriya Gupta & Ors.                                      ...Plaintiffs
                    Through       : Mr. Anish Dayal with Mr. Siddharth
                                   Vaid, Advs.

                        Versus

Dr. J.K. Jain & Ors.                                         ...Defendants
                        Through   : Mr. K.T.S. Tulsi, Sr. Adv. with
                                    Mr. Vivek Chib, Adv. for Defendant
                                    nos. 2 to 3
                                    Mr. Kirtiman Singh, Adv. for
                                    Defendant nos. 5 and 6

Coram:

HON'BLE MR. JUSTICE MANMOHAN SINGH

1. Whether the Reporters of local papers may
   be allowed to see the judgment?                                  No

2. To be referred to Reporter or not?                               Yes

3. Whether the judgment should be reported                          Yes
   in the Digest?

MANMOHAN SINGH, J.

1. I.A. No. 9382/2009 has been filed by the plaintiffs under

Order 39 Rule 1 and 2 read with Section 151 of the Civil Procedure

Code, 1908. I propose to dispose of this application by the present order.

2. The prayers sought in the present application are as follows:

a) appoint an ad hoc committee to oversee and run the affairs

of the Venu Charitable Society headed by an eminent,

neutral and independent person and consisting of some of

the plaintiffs who have been governing body members as on

14th May, 2009;

b) direct the defendants and their agents, representatives etc. to

maintain status quo of the assets of the Society in the

meantime;

c) restrain the defendants and their agents, representatives etc.

from suspending or terminating any employee or consultant

of the Venu Charitable Society or Venu Eye Hospital and to

reinstate those who were suspended or terminated in the last

six months; and,

d) direct the defendants to file an affidavit listing all the

decisions which have been taken by the alleged governing

body (purportedly appointed from 15th May, 2009) in their

collective or individual capacity, till the date of filing the

affidavit.

FACTS

3. The plaintiffs as well as some of the defendants are members

of a charitable society by the name of Venu Charitable Society

(hereinafter referred to as „the society‟) which was set up in 1986 and

which runs the Venu Eye Institute and Research Centre and six satellite

hospitals in the country.

4. In November 2005, a certain Dr. Abhishek Dagar was

appointed as a junior consultant at one of the hospitals of the society. In

February 2009, Dr. Dagar was made Medical Superintendant and on his

arrival at the Base Hospital, he allegedly started misbehaving with the

employees as well as the students leading to several untoward incidents.

Further, the prevailing rates for cataract surgery were raised from Rs.

1100/- to Rs. 3100/-.

5. The plaintiff no. 1, being the President of the society since

2002-2003 received several letters of complaint against Mr. Dagar due to

which vide letter dated 3rd April, 2009 she scheduled an emergency

meeting to be held on 8th April, 2009 for hearing the grievances of the

employees and staff members. The said meeting could not take place as

defendant no. 2, Secretary of the Society, did not wish that the aggrieved

employees be present thereat. Another meeting which was attempted to

be held on 15th April, 2009 could also not be held because of defendant

no. 2‟s defiant and non-conforming behaviour. Plaintiff no. 1 then

convened an informal meeting of the Governing Body members at the

residence of Sh. Anil Kumar (a member) on the same date wherein it

was decided that defendant no. 2 would be advised to not take any steps

which are further detrimental to the employees‟ interest.

6. Due to persistent intimidation etc. by defendant nos. 2 and 3,

a complete protest was held by the employees and staff members on 27 th

April, 2009 wherein more than 90% of the employees signed a charter of

demands pursuant to which plaintiff no. 1 called an emergency meeting

through plaintiff no. 2, the then Joint Secretary. It was decided in this

meeting that plaintiff no. 4, Dr. Anil Tara, would ensure smooth running

of the hospital. Thereafter, Dr. Dagar allegedly forcibly locked portions

of the hospital and refused to open them for which he was suspended.

Further, defendant nos. 2 and 3 allegedly issued unauthorized

instructions to the society‟s bank for freezing its accounts. To further

upset the functioning of the society, defendant no. 2 issued a notice

dated 30th April, 2009 to the society members convening a General Body

meeting at 4 P.M. on 15th May, 2009 at the Board Room of the India

Islamic Cultural Centre at Lodhi Road. It is this meeting and the events

that were ordered by the newly elected Governing Body subsequent to

the same that have been alleged to be completely illegal and mala fide by

the plaintiffs. For better comprehension of the plaintiffs‟ case, the

agenda of the impugned meeting and the resolutions made thereat have

been set out below.

7. AGENDA

"1. Confirmation of the minutes of the last General Body meeting.

2. To consider the action taken report.

3. To consider and inspect the Secretary‟s report relating to the works done or to be done by the Governing Body and take proper decisions in this regard.

4. To consider and inspect the Secretary‟s report relating to the illegal strike which began on 27th April, 2009 and take decisions on matters arising thereof.

5. To consider the report of the auditors relating to the audited accounts of Income, Expenditure for last years and budget for the next year.

6. To consider the audit observations & findings relating to certain inappropriate financial transactions by some members of the Governing board and take decisions on matters arising thereof.

7. To elect the governing body of the society since the term of the earlier Governing body has expired on 2nd June, 2008."

8. This meeting was attended by 11 out of 15 members. Two

persons, who were made members in the present meeting itself, were

also present. The number of members voting was 5, and the number of

people who walked out of the meeting aggravated was 6.

MINUTES

(i) The minutes of the last General Body meeting were confirmed.

(ii) Action taken Report was read, considered and confirmed.

(iii) Secretary‟s report relating to work‟s done or to be done read,

considered and confirmed.

(iv) Bypassing other topics, agenda no. (7) was approached. Sh. Vishnu

Bhagwan conducted the election. The following persons were appointed

with the posts set out next to their names:

              President       :Dr. J.K. Jain
              Vice President : Dr. S.C. Gupta
              Secretary       :Ms. Tanuja Joshi
              Joint Secretary :Dr. Ragini Jain
              Treasurer       :N.P. Bansal
              Members         :Mr. M.L. Kampani
                               Mr. Ved Kapoor

(v) As regards Agenda (4), an urgent meeting of the Governing Body

was called.

9. A meeting was held on the same day by the members of the

new Governing Body at 6 P.M. at the same venue. It was attended by the

persons mentioned in para 8 (iv) above.

RESOLUTIONS made in the above-mentioned meeting

(i) In accordance with Rule 15 of the Society‟s Memorandum that

says that the Society shall sue or may be sued in the name of its

president, as the duly elected president, Dr. V.K. Jain was

authorized to carry out all activities related to the same.

(ii) The operation of 23 bank accounts of the society, which were

earlier operated by the joint signatures of any two of plaintiff

no. 1, plaintiff no. 4, defendant no. 2 and defendant no. 3 were

now made operable by the signatures of any two of defendant

no. 1, defendant no. 2, defendant no. 3 and defendant no. 6.

(iii) 10 eminent persons were unanimously resolved to be invited to

join the General Body of the society.

(iv) Plaintiff no. 3 Ms. Meenakshi Arora was unanimously expelled

from the society due to her „unruly‟ behavior and

„unparliamentary‟ language.

(v) The matters of the illegal strike of 27th April, 2009 and taking

reports of statutory auditors and legal advisors on criminal

violations of law were deferred to the next Governing Body

meeting.

OBJECTIONS of plaintiffs

10. The plaintiffs have various objections against the above-

stated meeting as well as the subsequent decisions taken by the present

Governing Body of the society. These objections range from the illegally

held meeting and elections conducted by Sh. Vishnu Bhagwan, who as

per the plaintiffs is closely connected to defendant no. 1 and therefore, is

not a non-biased party. Further, the entire process of the impugned

election starting from the very notice/agenda calling out for conducting

the same has been averred to be illegal as the President of the society is

supposed to peruse and approve of the same before it is sent out to

members. The plaintiffs have alleged that several employees and

members of the society have been sacked illegally. In fact, starting from

18th May, 2009 to 31st July, 2009, 28 the employment of 28 persons has

been terminated, 6 of whom have been reinstated. A detailed list of the

same has been annexed as Annexure-B (Colly) page 14. Further, the

defendants are allegedly stripping the society of its assets and working

against the charitable objectives of the society.

11. The contention of the plaintiffs is that subsequent to the

illegal meeting on 15th May 2009 the self appointed governing body has

been taking drastic decisions in a great haste in order to serve their

interest of commercialization of the Society. According to the plaintiffs,

the following decisions mentioned in para 21 of the plaint have been

taken by the defendants consequent to the impugned meeting dated 15 th

May 2009 by the present Governing Body which are liable to be set

aside and declared as null and void :

"21. Subsequent to the illegal meeting of 15th May, 2009, the self appointed governing body has been taking drastic decisions in a great rush in order to sub-serve their interests and motives to strip the society and push it to commercialization. According to the plaintiff‟s information, the following decisions have been taken consequent to the imugned meeting of 15 th May, 2009 by the illegal governing body and ought be quashed, set aside and declared as null and void :

(a) Rs.60 lac have been withdrawn from the Society‟s FCRA Account (containing Rs.1.25 crores) in the month of June and July, 2009.

(b) The Society‟s fixed deposits of Rs.45 lac have been encashed out of which Rs.25 lac have been withdrawn and Rs.20 lac overdraft facility have been taken.

(c) Expenses of litigation by the alleged governing body are being funded out of Society‟s coffers. Yet the salary cheques of some doctors have bounced and have been retuned on account of insufficient funds.

(d) Various persons have been reportedly inducted in

the governing body and general body illegally, particularly some Board Members of Jain Studios have been appointed viz. Mr. J.C. Jetli, Mr. Krishna Khetrpaul.

(e) Reportedly various ambulances and vehicles belonging to the Society are being sold off and for which offers have been solicited from the market.

(f) More and more employees are being suspended/terminated including Dr. Anil Tara, who was the CEO and the Treasurer of the Society (and reportedly the highest revenue earner for the Society) as also crucial people from the Accounts Department including Mr. Goapal Chakraborty.

(g) Despite the directions of the Hon‟ble High Court in the Writ Petition to review the suspension of 33 persons, only 6 have been taken back and charge sheets filed against the rest."

12. Further, it is the contention of the plaintiff that in view of the

details mentioned above, the present society being a reputed charitable

institution of this country which has also been receiving huge donations

from private bodies, public and international donor agencies is in grave

danger, therefore, if the reliefs sought for are not granted in the present

case, not only will the Society lose its good name but the international

donor agencies who have given huge donations, inter alia, for

construction of various satellite hospitals and for the purpose of

expensive equipments etc. shall also lose faith not only in the Society but

also in this country.

13. Learned counsel for the plaintiffs has argued that the main

relief sought at this stage from this court is to restrain the defendants

from taking any decisions in respect of the Society and not to represent

themselves as the Governing Body of the Society. The intention of the

plaintiffs is to seek directions from this court to convene a properly

conducted general body meeting of the Society under the court

appointed observer/Chairman in order that legally elected governing

body is constituted.

CASE OF DEFENDANTS

14. In reply to the above allegations, the main contention of the

defendants is that the society has not been impleaded in the present suit.

The defendants have further claimed that the plaintiffs cannot ask for an

injunction against suspension/termination of any employees and that the

impugned meeting held on 15th May, 2009 was completely in accordance

with the Rules of the society.

15. As per the defendants, certain financial irregularities as

regards some of the plaintiffs were reported to defendant no. 2, who

asked the Statutory Auditor to conduct an investigation into the same. It

is this order of defendant no. 2 which has, as per the defendants, caused

the filing of the present suit. The plaintiffs, being a minority, have

managed to cause „delinquent‟ members of the society/employees of the

hospital to get together and frustrate the daily work of the hospital. The

defendants have stated that the plaintiffs herein cannot continue to be

part of the Governing Body in perpetuity and it is to further this

impossible aim that the present application has been filed.

16. One of the main objections raised by the defendants is

relating to impleadment of Society itself. Learned Senior counsel for the

defendants Mr. K.T.S. Tulsi appearing on behalf of defendants 2 and 3

has argued that the suit itself is not maintainable as the plaintiff has

failed to implead the Society as a party. He has argued that the main

reliefs sought by the plaintiffs are against the Society which is not

impleaded as a party. Therefore, there is no question of any interim

order as prayed when the suit itself is not maintainable. Learned senior

counsel has referred the following decisions in support of his

contention :

(I) State of Rajasthan Vs. H.V. Hotels; (2007) 2 SCC 468

"16. The High Court was in error in holding that in the nature of the reliefs claimed by the writ petitioner, the Jaipur Development Authority was not a necessary party but was only a proper party. It failed to notice that the effect of the direction issued by it, is to fetter the statutory power granted to the Jaipur Development Authority and to compel it to sanction a particular floor area ratio, without enabling it to examine whether such a claim of the purchaser should be permitted or not in the light of the bye-laws of 2000 and the relevant clauses in the sale deed in favour of the writ petitioner. But, in the view we have taken on the merits of the claim of the respondents, it is not necessary to further pursue this aspect of non-joinder."

(II) A. Jithendernath Vs. Jubilee Hills Coop. Society, (2006)

10 SCC 96

"48. We have, furthermore, noticed hereinbefore the prayers made by the Appellant in the said arbitration proceedings. In view of prayer (a) which was the main prayer ex facie the Registrar acted illegally and without jurisdiction in directing the First Respondent to allot plot No. 39. The First Respondent made it clear that the plot in question had been allotted in favour of the said Srinivas. The question as to whether he raised constructions thereupon or not was immaterial. He despite such allotment having been made in his favour was not impleaded as a party. He was a necessary party. No award therefore could have been passed in his absence. In any event, so far as plot No. 39 is concerned, the only prayer made by the Appellant was an order of injunction. The Registrar while exercising

his judicial function had no jurisdiction to pass such an order of injunction in view of prayer (a) made in the application."

(III) Sadhu Bhagwandas Durlabhram Vs. U.H. Dave, (2006) 9

SCC 599

"6. The learned counsel appearing on behalf of the appellants has submitted that the entire issue was decided without the appellants being made a party to the proceedings. This is not disputed. Various other questions as to the maintainability of the proceedings before the High Court were also raised by the appellants. It was also argued that the High Court was entirely wrong in passing the order it did. We do not wish to go into the merits of the High Court‟s decision. We set aside the decision of the High Court solely on the ground that the appellants were not party thereto. The matter is remanded back to the High Court for rehearing of the matter after notice to the parties hereto including the Gujarat Maritime Board and the Joint Charity Commissioner. All issues raised are left open.

17. The counsel has further argued that the suit filed by the

plaintiff is also not maintainable as the plaintiffs cannot ask for an

injunction against suspension/termination of any employee. In support of

this contention, counsel for the defendant has referred to the judgment in

Pearlite Liners Ltd. v. Manorama Sirsi, (2004) 3 SCC 172 wherein it

has been observed as under :

"7. It is a well settled principle of law that a contract of personal service cannot be specifically enforced and a court will not give a declaration that the contract subsists and the employee continues to be in service against the will and consent of the employer. This general rule of law is subject to three well recognised exceptions - (i) where a public servant is sought to be removed from service in contravention of the provisions of Article 311 of the Constitution of India; (ii) where a worker is sought to be reinstated on being dismissed under the Industrial Law; and

(iii) where a statutory body acts in breach of violation of the mandatory provisions of the statute. [Per Executive Committee of Vaish Degree College, Shamli and Ors. v.

Lakshmi Narain and Ors. { MANU/SC/0052/1979 : (1976)IILLJ163SC }]."

18. Further, the impugned meeting held on 15.5.2009 was

completely in accordance with rules of the society. Therefore, the suit

filed in this regard is also not maintainable. He has referred citation

2008(5) SCC 339 at Page 347 Para 24 which reads as under:-

"24. It is difficult to accept the contention of the learned counsel that in view of the change in the situation viz. creation of the State of Jharkhand some of the members ceased to be the members of the Society itself. Bifurcation of the State of Bihar has nothing to do with continuation of the membership of the Society which is an independent juristic person."

19. He has also referred to other judgments in support of his

contention which are Umed Singh vs. Arya Samaj Sewa Sadan (2006)

5 SCC 437 in Civil Appeal No.6495 of 2005 with Nos. 6496 and 6497

of 2005 decided on 4th July, 2006, Ishwru Yatayat Co-Operative

Society vs. State Transport Appellate Authority & Ors (1975) 2 SCC

685, Bal Niketan Nursery School vs. Kesari Prasad (1987) 3 SCC

587 Civil Appeal No.55-A of 1987 decided on 15th July, 1987 and

Shiromani Gurdwara Prabandhak Committee, Amritsar vs. Son

Nath Dass & Ors (2000) 4 SCC 146 in Civil Appeal No. 3968 of 1987

with SLPs(C) No.2735-36 of 1989 decided on 29th March, 2000.

20. Learned counsel for the plaintiff has countered the argument

of the defendants by submitting that the plaintiffs have no difficulty in

impleading the Society except that the Society has to act as a human

being who is authorised and competent. Since the subject matter of the

present suit would itself determine as to who should be rightly in control

of the Society and would be authorised and competent to represent it, it

would be relevant to have a juristic entity impleaded who cannot be

represented without dispute by the either party.

21. His contention is that the Society is the sum total of its

members, almost all of which, i.e., 7 plaintiffs and 5 defendants against

whom the present suit has been filed are before this court. He submits

that two other members have registered their protest in writing and in

such a situation the principle which is known as an exception to the rule

in Foss vs. Harbottle applies squarely in this matter.

22. I have perused the contentions of both parties. Venu

Charitable Society is a charitable society with the objective of providing

subsidized world standard eye operations and services to the poor and

needy. The increment of the rates of cataract surgery from Rs. 1100/- to

Rs. 3100/- is a substantial increment and prima facie, seems to be aimed

at commercialization and against the main objective of charitable work

of the society.

23. There is no dispute as to the fact that the impugned meeting

of 15th May, 2009 was held and that a new Governing Body was

constituted.

24. In the case of Mason vs. Harries 11, Chancery Division 97, it

was held that:-

"that it was not necessary that a meeting of shareholders should first be called before the bill could be filed by one shareholder on behalf of the others against the company. Jessel, M.R., observed there (at Page 107):

"As a general rule the company must sue in respect of a claim of this nature, but general rules have their exceptions, and one exception to the rule requiring the company to be the plaintiff is, that where fraud is committed by persons who can command a majority of votes, the minority can sue. The reason is plain, as unless such an exception were allowed it would be in the power of a majority to defraud the minority with impunity....

"If the majority of the members of the Society were guilty of any act which was ultra vires the company or which was in fraud of the minority as has been alleged, it would not constitute merely an infringement of the rights of minority but would be within the meaning of the authorities I have discussed above be a wrong perpetrated by them on the Society itself. In the exercise of their powers the majority have got to look to the benefit of the Society as a whole and not merely to the benefit of the individual members thereof who constitute the majority."

25. In the case of Daniels and others vs. Daniels and others,

1978(2) All England Reporter 89, the judgment given by the Chancery

Division it was held as follows:-

"The plaintiffs were minority shareholders in the third defendant ("the company"). The first and second defendants were majority shareholders and directiors of the company. In October 1970 the company sold certain land to the second defendant for Ponds 4250 on the instructions of the first and second defendants as directors. In 1974 the land was sold by the second defendant for Ponds 120,000. The plaintiffs brought an action against the defendants alleging that the price at which the land had been sold to the second defendant was well below its market value and that the first and second defendants knew that that was so, but had purported to adopt the probate value of the land although a probate value was usually much less than the open market value. The defendants applied to strike out the statement of claim as

disclosing no reasonable cause of action since it did not allege fraud or any other ground that would justify an action by minority shareholders against the majority for damage caused to the company."

26. In another case reported in AIR 1950 Federal Court 133 Dr.

Satya Charan Law and others vs. Rameshwar Prosad Bajoria and

Ors. at Page 187 Para 70 it is observed as under:-

"The correct position seems to us to be that ordinarily the directors of a company are the only persons who can conduct litigation in the name of the company, but when they are themselves the wrongdoers against the company and have acted malafide or beyond their powers, and their personal interest is in conflict with their duty in such a way that they cannot or will not take steps to seek redress for the wrong done to the company, the majority of the shareholders must in such a case be entitled to take steps to redress the wrong. There is no provision in the articles of association to meet the contingency, and, therefore, the rule which has been laid down in a long line of cases that in such circumstances the majority of the share-holders can sue in the name of the company must apply."

27. It is not in dispute that the Venu Charitable Society is a

juristic entity registered under the Societies Registration Act, 1860. As

per Section 6 of the Act, every Society can sue or be sued in the name of

the President, Chairman or Principal or Trustee as shall be determined

by the Rules and Regulations of the Society. As per Rule 15 of the

Rules and Regulations of the Venu Chairtable Society, the Society shall

sue or be sued in the name of its President.

28. It is the admitted position between the parties that the

Plaintiff No.1 was the President of the Society as on 14th May, 2009. In

fact the Society through its President i.e. Plaintiff No.1 had earlier

instituted a suit being Suit No. 808/09 before this court assailing the acts

of its Secretary i.e. defendant No.2 and other defendants for passing

orders in an arbitrary manner and without any authority. On 15th May

2009 the present defendants even appointed a Governing body of the

Society although according to the plaintiff some of the members of the

society and some others illegally conducted a meeting on the said date.

29. As per the plaintiffs, on 10th July 2009 the defendant No.1

represented the Society before the court in CS(OS) No.808/09 and

because of this dispute the court opined disposing of of the suit and

reserving the right of the plaintiff to initiate further proceedings after the

outcome of the elections, therefore, the present suit has been filed.

30. It is also argued by learned counsel for the plaintiff that when

a harm is being done to a juristic entity, normally an action should be

brought about by the entity itself. Since the persons in control are the

ones who are on wrong side, the entity would never be in a position to

sue. In these circumstances the other members of the entity have the

legal rights to sue the wrong doers on behalf of the entity in order to

redress the same. Since the plaintiff is challenging the competency and

authority of the defendants, therefore, in order to prevent them from

taking any decision on behalf of the society, the society was not

impleaded in the matter.

31. It is also argued by learned counsel for the plaintiff that in

view of this it is not necessary in the circumstances explained above and

as per well settled law in any event this court has suo moto power under

Order 1 Rule 10(2) of CPC to implead any party which it deems

necessary for adjudication of the matter. After considering the

submission of the learned counsel for the parties I agree with the

submission of the plaintiff that the suit of the plaintiff is maintainable

against the defendants.

32. Further, the various letters submitted on behalf of the

plaintiffs also show that many of the members were either not sent the

notice dated 30th April, 2009, or they received the same much later and

not within the period prescribed under the Rules of the society. Further

still, the minutes of the impugned meeting as recorded indicate that it

was persistently chaotic and that out of 15 members of the society, only

5 voted in the impugned elections. Out of the other 6 present, none voted

and in fact walked out after attempting to dissuade the defendants from

carrying on the alleged illegal meeting, and one person was sacked in the

subsequent meeting of the new Governing Body held at 6 P.M. on the

same day.

33. During the course of the arguments the learned counsel for

the plaintiffs has also submitted a letter dated 11th June 2005 written by

the Managing Director of Venu Eye Institute to Dr. Anil Tara which

reads as under:-

"Due to your unbecoming conduct and acts/omissions prejudicial to the interest of Institute‟s discipline in ignoring the patients despite giving appointment in advance and not attending besides conniving with others for abetting and even committing financial irregularities, riotous disorderly behaviour at the

premises and moral turpitude etc you have lost confidence of the Management. Hence instead of initiating any disciplinary further action, the Management has decided to terminate your services with immediate effect. You will be paid one month salary in lieu of notice. You can settle your accounts on hading over the charge after fixing the appointment."

34. At the present stage of the proceedings where even the

written statement on behalf of the defendants has not been filed and the

reply to the interim application has only been filed by defendants 2 and

3, therefore, the question of maintainability of the suit at an initial stage

cannot be determined unless the defendants put up their defenses in the

written statement.

35. At the stage of consideration of an interim application, the

court has to take a prima facie view of the matter. The pleadings and

documents filed by the parties at present show, prima facie, that there is

dispute on certain issues between the two group members of the society

and therefore, after much consideration of the matter I am of the view

that the plaintiffs have made a good case for providing interim relief.

However, the objection raised by the defendants about the

maintainability of the suit is left open to be raised by the defendants in

the written statement and the same shall be considered and decided as

per its merit at the appropriate stage of the matter.

36. Thus, prima facie it appears to me at the present facts and

circumstances, the suit filed by the plaintiffs is maintainable. Further, it

appears in light of the disputes highlighted by both parties and

specifically by the plaintiffs, that an ad hoc committee needs to be

appointed for overseeing the functioning of the society. No society can

be allowed to act arbitrarily and in the event that there is no adequate

supervision of the society, assuming that the plaintiffs allegations are

true (without prejudice to any of the contentions of the defendants) the

situation may worsen beyond redemption. Balance of convenience,

equity and interest of justice require the issuance of appropriate

directions in this behalf.

37. I feel that under the given circumstances, the plaintiffs have

made a prima facie case for passing of the interim order, and in order to

strike an appropriate balance between the parties I dispose of the interim

application filed by the plaintiffs under Order 39 Rule 1 and 2 C.P.C. by

giving the following directions:-

i) I appoint a committee of two eminent Advocates,

namely (1) Ms. Maninder Acharya and (2) Mr.

Sushil Dutt Salwan as members of Ad Hoc

committee to assist and monitor the working of Venu

Eye Institute and Research Centre. The ad hoc

committee would work harmoniously and in full

cooperation with the members of the Society to

supervise the functioning of Venu Eye Institute and

Research Centre.

ii) If any member of the ad hoc committee in the course

of work finds any practical or legal difficulty it would

be open for him/her to approach this court for

appropriate orders. It would also be open to them to

make recommendations as regards making the

functioning of the committee more effective and

prompt.

iii) The ad hoc committee shall be invited in all meetings

and shall also have the right to go into the affairs of

the Society as and when they desire including the

general body meetings as per rules. The ad hoc

committee is also authorised to take some of the

plaintiffs as executive members, if necessary, in the

interest of the society.

38. In view of the ad hoc committee appointed by this court the

defendants are directed to maintain status quo of the assets of the Society

during the pendency of the suit and they are further restrained from

taking any major decisions without the consent of the ad hoc committee

appointed by this court.

39. The fee of the each member is fixed at Rs.15,000/- per month

exclusive of other misc. expenses which shall be paid to the committee

members out of the funds of the Society.

40. This order shall have no bearing on the final outcome of the

present suit and shall not prejudice the rights and interests of either

party. The interim application being I.A. No. 9328/09 is disposed of in

view of the above said directions. There will be no order as to costs.