Case: A.C. Muthiah Vs. Board of Control for Cricket in India and Ors

The BCCI was formed in the year 1928. Initially it was functioning as an unregistered association of persons. However, subsequently it was registered in the year 1940, under the Societies Registration Act, 1860. After the enactment of the Tamil Nadu Societies Registration Act, 1975, which came into effect from April 22, 1978, it is registered under the said Act. Under Section 6 of the Act of 1975, any society seeking to register itself has to submit its Memorandum of Association and regulations/bye-laws/rules. In respect of BCCI, the Memorandum of Associations and the Regulations/Rules, as required by the said Act, have been submitted. The record of the case shows that registration of BCCI as a Society is governed by those two documents.The object of BCCI is to control the game of cricket in India and give its decision on all matters which may be referred to it. Another object is to encourage the formation of State, regional or other cricket associations in the country. The other objects have been enumerated in detail in the Memorandum of Association, but the Court is of the opinion that it is not necessary to make a detailed reference to the same.The Respondent No. 1, i.e., the BCCI sent an invitation to India Cements Limited based at Chennai and represented by its Managing Director Mr. N. Srinivasan, who is Respondent No. 2 herein, on December 29, 2007, to participate in the auction conducted by IPL. It may be mentioned that at that time the Respondent No. 2 was also the Honorary Treasurer of BCCI and the President of Tamil Nadu Cricket Association. The Respondent No. 2, on behalf of India Cements Limited, participated in the auction and was awarded the franchised IPL rights for ownership of Chennai Super Kings team by the BCCI.4. The Appellant is the Ex-President of BCCI. According to him, he is an administrator as defined in Clause 1(n) of the Regulations framed by BCCI. The Appellant addressed a letter dated September 5, 2008 to the President of BCCI and made complaint about the violation of Clause 6.2.4 of the Regulations by the Respondent No. 2. In the said letter it was claimed by the Appellant that the Respondent No. 2 was liable to be penalized since he is the Managing Director of India Cements Limited, which was one of the franchisee of IPL and IPL being an event of BCCI, the Respondent No. 2 had thereby acquired commercial interest and violated the terms of Clause 6.2.4 of the Regulations. The Appellant wrote another letter on September 19, 2008 to the President of BCCI reiterating his grievance against the Respondent No. 2 and urged the then President of BCCI to take action against the Respondent No. 2. Since no action was taken by the President of the BCCI on the complaints submitted by the Appellant, the Appellant has filed Civil Suit No. 930 of 2008 in the High Court of Madras at Chennai seeking a permanent injunction to restrain BCCI from permitting the Respondent No. 2 to participate in the General Body Meeting scheduled in Mumbai on September 27, 2008 or on any other subsequent date, which would be convened in relation to election of new office bearers. The Appellant has also sought permanent mandatory injunction directing BCCI to initiate inquiry under Clause 32(ii) of the Regulations, by appointing a Commissioner to make a preliminary inquiry against the Respondent No. 2. Another relief claimed by the Appellant in the said suit is for mandatory injunction directing the Respondent No. 1 to exercise his powers as per Clause 8(6) of the Regulations by suspending the Respondent No. 2 as Treasurer of the Respondent No. 1 pending inquiry. The said suit is filed on the ground that the Respondent No. 2, who was then holding the post of Honorary Treasurer of BCCI and was also the Managing Director India Cement Limited, should not have been awarded franchised IPL rights for ownership of Chennai Super Kings Team by BCCI and award of such rights amounted to an act of indiscipline or misconduct within the scope of Clause 32(ii) of the Regulations.5. Along with the plaint of the suit, the Appellant also filed three applications, particulars of which are as under:OA No. 1041 of 2008 in which it was prayed to issue temporary injunction restraining the Respondent No. 1, i.e., BCCI, from permitting the Respondent No. 2 to participate in the General Body Meeting scheduled at Mumbai on September 27, 2008 or any other subsequent date for consideration of election of the new office bearers of the Respondent No. 1 and for restraining the Respondent No. 2 from contesting the election for the post of Secretary pending disposal of the suit. The record unerringly shows that the said OA was dismissed by the High Court vide order dated September 26, 2008. OA No. 1042 of 2008 was filed praying to issue a mandatory temporary injunction directing the Respondent No. 1 to act under Clause 32(ii) of the Regulations framed by the Respondent No. 1, by appointing a Commissioner to make a preliminary inquiry against the Respondent No. 2, pending disposal of the suit. The third application, i.e., OA No. 1043 of 2008 was filed by the Appellant seeking temporary injunction directing the Respondent No. 1 to exercise his powers under Clause 8(6) of the Regulations.6. As the Court did not grant ex-parte temporary injunctions as prayed for by the Appellant, the Respondent No. 2 participated in the Annual General Meeting, which was scheduled in Mumbai on September 27, 2008. Wherein the Respondent No. 2 was elected as Secretary of the Respondent No. 1. On the same day an amendment in Clause 6.2.4 of the Regulations for players, team officials, managers, etc., was made with effect from September 27, 2008 and the amended Clause 6.2.4 provided as under:No administrator shall have directly or indirectly any commercial interest in the matches or events conducted by BCCI excluding events like IPL or Champions League Twenty 20.Aggrieved by the amendment carried out in the Regulations of the Respondent No. 1, the Appellant has filed another suit in the High Court, i.e., Civil Suit No. 1167 of 2008 alleging that the amendment in Clause 6.2.4 of the Regulations was made to protect the interest of the Respondent No. 2. The main prayer made in the said suit is to: (1) declare that Clause 6.2.4 of the Regulations insofar as it excludes the IPL and Champions League Twenty 20 is illegal and opposed to public policy (2) For permanent injunction restraining the Respondent No. 2 from functioning as Secretary of BCCI and (3) For mandatory injunction directing BCCI not to permit the Respondent No. 2 from contesting any of the posts of the office bearers.7. The Appellant also filed three other interim applications for reliefs pending the above numbered suits. The Appellant filed OA No. 1299 of 2008 in Civil Suit No. 1167 of 2008 with a prayer to suspend operation of the amendment made in Clause 6.2.4 of the Regulations. OA No. 1300 of 2008 was also filed in the said suit claiming temporary injunction to restrain the Respondent No. 2 from functioning as Secretary of BCCI. Further OA No. 5740 of 2008 was filed in the later suit seeking mandatory temporary injunction directing the BCCI not to permit the Respondent No. 2 to contest any of the posts of the office bearers in future for a reasonable number of years as the Court thought fit.8. The learned Single Judge of the High Court dismissed OA No. 1042 of 2008, which was filed in Civil Suit No. 930 of 2008 as well as OA No. 1299 of 2008, 1300 of 2008 and 5740 of 2008 filed in Civil Suit No. 1167 of 2008 vide order dated July 13, 2009.9. Feeling aggrieved by order dated July 13, 2009 of the learned Single Judge of the High Court, the Appellant filed OSA Nos. 226 to 229 of 2009, particulars of which are as under:OSA No. 226 of 2009 was filed against order in OA No. 1042 of 2008, OSA No. 227 of 2009 was filed against order in OA No. 1299 of 2008, OSA No. 228 of 2009 was filed against order in OA No. 1300 of 2008 whereas OSA No. 229 of 2009 was filed against order in OA No. 5740 of 2008. In each appeal, reply was filed by the Respondents. After considering the rival claims of the parties, necessary issues for determination were framed. Ultimately, by the impugned judgment dated March 24, 2010, the High Court has dismissed the appeals which has given rise to the instant appeals.10. It would be relevant to notice the findings of the High Court, in short, which are as under:Before the High Court the contention of the Appellant was that the suits were filed by him in the capacity of past President of BCCI as he was an administrator within the meaning of the said phrase, as defined in Clause 1(n) of the Regulations. The Respondent No. 1 contended that the suits were instituted by the Appellant in his individual capacity and, therefore, the decision would be binding only on him but the nature of the reliefs claimed indicated that the suits were filed in public interest and, therefore, the suits in individual capacity were not maintainable. The High Court noticed that the proper course for a person for instituting a suit in representative capacity was to obtain permission of the Court before instituting the suit. The High Court found that in the present case no such permission was taken even after filing of the suits. Having so held, the High Court expressed opinion that this question could be decided only after trial was held but for the purpose of grant or refusal of the injunction orders claimed only a prima facie consideration was required. Thus, considering the matter prima facie, the High Court found that neither in the two complaints made by the Appellant nor in the para relating to cause of action in the plaint of Civil Suit No. 930 of 2008, the Appellant had stated that he was filing the suit in the capacity of an administrator and, therefore, both the suits were filed by the Appellant in his individual capacity and not in the capacity of an administrator. The High Court noticed that the application by the Appellant, i.e., O.A. No. 1041 of 2008, praying for an injunction to restrain BCCI from permitting the Respondent No. 2, to participate in the General Body Meeting etc, was rejected by the High Court vide order dated September 26, 2008, the said order was not challenged by the Appellant. The High Court was also of the view that on mere allegations, an injunction could not be ordered against the Respondent No. 2 from participating in the General Body Meeting convened, to elect the office bearers, as those allegations were yet to be substantiated at the time of the trial. The contention of the Appellant that the provisions of Clause 6.2.4 should be read with MOA and Regulations of BCCI was not accepted. The High Court was of the opinion that the clause as it stood today, excludes certain events wherein even the administrator can franchise a team in Twenty-20 matches, which is an activity purely commercial in nature. According to the High Court no materials were placed before the Court to indicate whether IPL matches were official matches conducted by BCCI or they were conducted on commercial basis and in the absence of the relevant materials as well as in view of the fact that parties were also entitled to let in evidence at the time of trial, the exclusion in the clause which was incorporated in the Rules and Regulations cannot be stayed unless a strong prima facie case was made out. The Court was also of the opinion that by way of interim order, the very clause, which is subject-matter of the challenge in the suit, cannot be suspended and there was no reason to hold that such clause is opposed to public also. According to the High Court except the two complaints dated 5.9.2008 and 19.9.2008 no other subsequent complaints were filed by the Appellant. The Court noticed that Clause 32(ii) of the Rules enjoined BCCI which is the authority to receive the complaints and to refer the same within 48 hours to the Commissioner to be appointed by BCCI to make a preliminary inquiry and in the event such Commissioner was not appointed and inquiry was also not ordered, Clause 37 could be pressed into service for referring such a dispute to arbitration but such a course was not adopted by the Appellant. While considering the question as to how the power to grant an ad-interim injunction should be exercised, the Court referred to the decisions in Dalpat Kumar and Anr. v. Prahlad Singh and Ors. (1992) 1 SCC 719  and S. Krishnaswamy v. South India Film Chamber of Commerce AIR 1969 Madras 42) and ultimately dismissed the application for injunctions vide order dated July 13, 2009.In this context the question of locus standi and legal competence of an Administrator of the BCCI to file a suit for assailing the amendment introduced in the BCCI Regulation, also arose for determination in the event of which only, the challenge could be sustained at his instance. While the suits are still pending in the High Court of Madras, the applications for injunction have been rejected against which these appeals 85 arise wherein extensive arguments have been advanced by learned Counsel for the contesting parties in support of their respective pleas.53. The 1st Respondent in these appeals which is the Board of Control for Cricket in India (for short BCCI) is a society registered under the Societies Registration Act which has its own Memorandum of Association, Rules and Regulations. Apart from these, BCCI also has regulations for Players, Team Officials, Managers, Umpires and Administrators which controls the game of Cricket in India and discharges public functions which enjoys monopoly status as regards regulation of the sport of Cricket. It thus earns huge revenues and is perceived to follow the doctrine of fairness and good faith in all its activities. Fortunately, the Regulations of the BCCI which incorporates rules for Players, Team Officials, Managers, Umpires and Administrators itself has incorporated a clause which is Clause 6.2.4 stating thatNo Administrator shall have directly or indirectly any commercial interest in any events of the BCCI,thus prohibiting conflict of interest of an Administrator with that of the BCCI. The Regulation further incorporates the definition which states that an office bearer of BCCI is an administrator and Regulation of the BCCI also elaborately defines as to who is an Administrator.55. Bearing the aforesaid principle in mind, it may be relevant to record the essential details and background of the matter which indicate that the Appellant herein - Sri Muthiah who is the past president of the BCCI initially filed two complaints on 5.9.2008 and 19.9.2008 before the President of the BCCI in his capacity as past President and hence an Administrator alleging disqualification suffered by the second Respondent Sri N. Srinivasan who being the Chairman and M.D. of India Cements Limited should not have been allowed to participate in the auction held for owning Indian Premier League (IPL for short - a separate sub-committee unit of BCCI) in which he was declared a successful bidder and thus owned Chennai Super King. The Complainant/Appellant therefore sought action against him as he brought to the notice of the BCCI-President that the second Respondent - Sri N. Srinivasan being an office bearer of the BCCI who is also heading a company named India Cements had commercial interest giving rise to a conflict of interest with the Indian Premier League (for short IPL) Tournament for which an auction was conducted by the BCCI, in so far as he was in substantial control of the India Cements Ltd. which became the successful franchisee of the Chennai Super King and at the same time is also in the governing council of the IPL Tournament which disqualified him to participate in the bid for owning Chennai Super King.56. The Appellants complaint did not meet with any response whatsoever from the BCCI which prompted him to file a suit in the Madras High Court on 24.9.2008 bearing C.S. No. No. 930/2008 wherein the Plaintiff Appellant herein sought to enforce Clause 6.2.4 against the second Respondent - Sri N. Srinivasan as in the year 2008, Respondent No. 2 - Sri N. Srinivasan who is the Managing Director of India Cements Ltd. became the successful bidder for the Chennai Super King in the IPL auction held by the BCCI and also held the office of the Vice Chairman and Managing Director of India Cements Ltd. which derived commercial interest in the events of the BCCI. Hence, the Plaintiff/Appellant herein raised an issue in the suit that the Respondent No. 2 - Sri. N. Srinivasan being the Vice-Chairman and Managing Director of India Cements Ltd. and also being Office Bearer in BCCI, violated the Regulation 6.2.4 which specifically lays down that no Administrator shall have direct or indirect commercial interest in any of the events of the BCCI.57. Just after a few days of filing of the suit by the Plaintiff/Appellant herein - Sri Muthiah, wherein he sought to enforce the policy in Clause 6.2.4 against the second Respondent - Sri N. Srinivasan, the BCCI met on 27.9.2008 and introduced an amendment to Clause 6.2.4 carving out an exception therein which reads as follows:No Administrator shall have directly or indirectly any commercial interest in any of the events of the BCCI excluding IPL, Champions League and Twenty 20.Thus, by one stroke of an amendment, which was introduced with racing speed, without any deliberation by the BCCI, and without notice of 21 days to the members on this agenda which was required under the Regulation, the most commercial event of BCCI namely IPL, Champions League and Twenty 20 matches were excluded from Clause 6.2.4 diluting the entire effect of Clause 6.2.4, reducing this salutary clause into a dead letter.58. The amendment introduced by the BCCI to Clause 6.2.4 was, therefore, challenged by the Appellant by filing a second suit bearing C.S. No. 1167/2008 wherein the Appellant also filed an interim application seeking an order of injunction in both the suits for restraining the BCCI from giving effect to the new amendment by keeping the same under suspension which according to the Appellant, had been introduced surreptitiously merely to benefit Respondent No. 2 - Sri N. Srinivasan who had participated in the auction in pursuance to the tender issued by the BCCI for persons and corporates to own and operate a team for IPL matches wherein Respondent No. 2 - Sri N. Srinivasan who is the Vice-Chairman and Managing Director of a company known as India Cements Ltd., became the successful bidder for the Chennai Super King in the IPL auction which according to the case of Appellant, could not have been permitted in view of Clause 6.2.4 as it stood prior to the amendment. But in order to obviate the bar imposed by Clause 6.2.4 which came in the way of Respondent No. 2 from participating in the auction for IPL, an amendment was hurriedly and most expeditiously introduced in Clause 6.2.4 in order to permit second Respondent-Sri N. Srinivasan to participate in the bid in which he was a successful bidder and consequently owned Chennai Super King in spite of the bar of Clause 6.2.4 which was operating against him prior to its amendment and was introduced subsequent to the auction which was held for owning Chennai Super King, in absence of which he would have been ineligible to participate in the bid and hence disqualified. The Appellant, therefore, filed two applications for injunction and in the first application bearing No. 1041/2008 he had sought a temporary injunction restraining the BCCI from permitting Respondent No. 2 - Sri N. Srinivasan to participate in the General Body Meeting but in the second application he sought injunction against the amendment introduced by pleading to put it under suspension.59. However, the main thrust of the argument of learned Counsel for the Plaintiff/Appellant all through in the suit and in the appeal before the High Court as also in the injunction application was to the effect that the amendment introduced by the BCCI in Clause 6.2.4 was an abuse of the amending power exercised by the BCCI, in so far as the power of amendment had been used not to promote Cricket, but to promote the interest of the second Respondent. But the learned single Judge before whom the applications for injunction were filed in the suit was pleased to dismiss the interim applications for injunction as the single Judge compared the BCCI to private clubs and held that no outsider can question the regulations of the society and the courts also cannot interfere in the internal management of the society. The learned single Judge, however, did not consider the main issue in the two suits in the context of the amended Clause 6.2.4 and the amendment introduced in Clause 6.2.4 due to which the Plaintiff-Petitioner filed an appeal before the Division Bench against the rejection of the applications seeking injunction. But even on appeal, the Division Bench dismissed the appeals against which these appeals by special leave have been filed and were heard at length.

Reasoning:
Admittedly, the Appellant is not a member, as defined in Clause 1(b) of the Regulations of the Respondent No. 1. It is not his case that either he is a Full Member or an Association member or an Affiliate Member of the Respondent No. 1 within the meaning of Clause 3 of the Regulations. Though the term Administrator includes a past president, the same would be applicable to a past president only in so far as he is connected with the administration of BCCI in representing as a nominated member of the subcommittee of the BCCI.This becomes evident from the definition itself that it speaks of any person being nominated to any of the subcommittees of the BCCI. A past president may be nominated on any of the sub-committees of BCCI and only then he would be deemed to be an administrator and not otherwise. Having regard to the well settled principles of interpretation, this Court is of the opinion that purposive interpretation of the term Administrator will have to be adopted and only such an interpretation would lead to a harmonious construction of various clauses of the Regulations. In terms of Clause 32(v), any administrator found guilty can be expelled by the Board and in future such an administrator would not be entitled to hold any position or office or be entitled to be admitted in any committee or would be entitled to be a member or an associate member or affiliate member of the Board. A bare reading of Clause 32(v) of the Regulations makes it more than clear that it includes only those past office bearers who are included in any committees or sub-committees of the Board. Regulation 6.2.1 provides for debarring a guilty administrator for a period of one year but such debarment would be possible only if the administrator is holding any office or is part of any sub-committee in the present. It is worth noting that in the entire Regulations, the word administrator is found only in Clause 32. A conjoint and meaningful reading of Clauses 32(i), (iv) and (v) makes it more than clear that an administrator including a past president can be appointed on a committee. Admittedly, the Appellant is not appointed as a member of any committee formed by the BCCI. Therefore, merely because he was associated in past, with the administration of the BCCI, that fact by itself will not clothe him with any legal right to maintain an action in law against the BCCI. Also, the Appellant does not claim to be a member of the registered society, namely, the BCCI.15. In the light of discussion made above the Appellant will have to be considered as an outsider and it will have to be held that he is not entitled to maintain two suits against the BCCI claiming that he is an administrator. In fact, the Appellant has no where claimed in the plaints of the two suits that he seeks to maintain the suits as an administrator. Thus the finding recorded by the learned Single Judge of the High Court which is confirmed by the Division Bench of the High Court that the Appellant does not claim or seek to maintain the suits as an administrator, will have to be upheld by this Court and is hereby accordingly upheld.16. Further, the Appellant has sought declaratory decrees in both the suits. However, the declarations sought can be granted only in terms of Section 34 of the Specific Relief Act, 1963. A bare reading of Section 34 of the Specific Relief Act would indicate that the Plaintiff in order to be entitled to a legal character or to any right will have to seek declaratory relief. The averments made in the plaints of the two suits do not indicate that the Appellant is claiming that he is entitled to declaration relating to a legal character or he is claiming any legal character. The only exception to Section 34 of the Specific Relief Act can be found in the Copyright Act and the Patents Act, wherein suits can be filed notwithstanding the provisions of Section 34 of the Specific Relief Act to declare that any threat of infringement of copyright or patent is groundless. Further, Section 41(J) of the Specific Relief Act provides that an injunction claimed should be refused when the Plaintiff has no personal interest in the matter. Averments made in paragraph 18 of the rejoinder do not make the provisions of the Specific Relief Act applicable to the facts pleaded by Appellant in the two suits.17. An attempt was made to argue that the Appellant is entitled to maintain the two suits because what is claimed by the Appellant is that he is the past president of BCCI and, therefore, both the suits instituted to declare that the Respondent No. 2, i.e., Mr. Srinivasan has no right to hold any position in BCCI due to conflict of interest relates to right to property. However, on going through the averments made in the plaints, this Court finds that no right is claimed under Section 34 of the Specific Relief Act. The record does not indicate that any personal right of the Appellant is infringed. Prima facie the Appellant, who is claiming declaratory decrees against the Respondents, would not be entitled to the same because no personal right of the Appellant is infringed.18. The averments made in the two plaints would show that the Appellant is not claiming any legal character in the BCCI nor is he claiming any right to any of the properties of the BCCI. Therefore, it is clear that the Appellant has not instituted the two suits under Section 34 of the Specific Relief Act.The record of the case doe not indicate that the Appellant had filed any application seeking permission of the court under Order I Rule 8 Sub-rule (1) Code of Civil Procedure nor the averments made in the plaints of two suits indicate that the suits are purportedly filed in a representative capacity. A careful scrutiny of the averments made in the plaints of the two suits prima facie indicates that the Appellant has filed the suits in his individual capacity. All that the Appellant has stated in the plaints is that he is the past President of BCCI and, therefore, he is interested in the promotion of the game of cricket in India and in maintaining the purity of administration of BCCI. The paragraph which deals with cause of action inter alia mentions that the Appellant has filed the suits in the capacity of an Administrator. The averments made in the plaints prima facie indicate that what is asserted by the Appellant is that that he had questioned the conduct of Mr. N. Srinivasan by sending two complaints dated September 5, 2008 and September 19, 2008 to BCCI and that no action was taken by BCCI against Mr. N. Srinivasan. The two complaints have been produced on the record of the appeals. A glance at those two complaints does not indicate that it is mentioned by the Appellant therein that he is making the complaint in the capacity of past President.21. With regard to public interest involved in the suit it is relevant to notice that a public interest suit is not unknown to law. As such a public interest suit can be filed by invoking the provisions of Section 91 Code of Civil Procedure for removal of public nuisance or other wrongful act affecting or likely to affect the public at large. However, to maintain a suit under Section 91, the Plaintiff has to obtain the leave of the court before institution of the suit and two or more persons must join as Plaintiffs in filing the suit. Admittedly, the present suits have not been filed by the Appellant invoking the provisions of Section 91 of Code of Civil Procedure. Except Section 91, the Code of Civil Procedure does not contemplate filing of suit for removal of public nuisance and/or other wrongful act affecting or likely to affect the public. Though on running page 586 of the SLP, which is part of rejoinder filed by the Appellant, he has asserted that he has not filed the suits in his personal capacity but has filed the suits in public interest, it is not claimed by him that he has followed the requirements of Section 91 Code of Civil Procedure. At this stage, it may be mentioned that the Appellant could have filed a Public Interest Litigation in the form of writ petition. However, the fact remains that the Public Interest Litigation / Writ Petition was not filed by the Appellant. The reason as suggested by the Respondents is that the Appellant would have been required to disclose the fact that he had lost the election to the answering Respondent No. 2 by huge margin and the disclosure of the said fact would have robbed of the public interest element of the writ petition. Another reason suggested by the Respondents, which induced the Appellant not to file writ petition of Public Interest Litigation nature, is that the court would have been required to determine numerous disputed questions of facts and the court, having regard to the law declared by this Court relating to a petition filed under Article 226 of the Constitution involving determination of disputed questions of facts, would have dismissed the writ petition summarily. The reasons as to why the Appellant did not file writ petition of Public Interest Litigation nature, can be stated only by him but it is not in dispute that such a writ petition was not filed by the Appellant.22. The result of above discussion may be summarized as follows:The Appellant is not a member of the Respondent No. 1 society. It is not his case that he is either full member of associate member or an affiliate member of the Respondent No. 1 society. His claim that he is an administrator of the BCCI and has filed two suits in that capacity is rightly not accepted by the High Court. The suits claiming declarations are neither filed under Section 34 of the Specific Relief Act nor the suits are filed in a representative capacity under Order I Rule 8 nor the Appellant has filed public interest suits as contemplated by Section 91 of Code of Civil Procedure.There is no manner of doubt that BCCI is a private autonomous Society registered under the Tamil Nadu Societies Registration Act, 1975. Therefore, its actions have to be judged only like any other similar society or body and cannot be judged like an instrumentality of State or other authority exercising public functions. The BCCI like any other private body is entitled to make its own memorandum, rules and byelaws to govern the activities of its members. The memorandum, rules and bye-laws framed by the BCCI were found to be in conformity with the object of the Act and, therefore, it was registered as a Society under the Tamil Nadu Societies Registration Act, 1975. It is an admitted case between the parties that no amendment has been made to the registered memorandum, rules and regulations or bye-laws. Regulation 6.2.4 is only a subsidiary regulation introduced by the working committee of the BCCI. The amendments that are challenged by the Appellant in his second suit are those made to the subsidiary regulation. The validity of said amendment will have to be tested only in the light of the interest of the society and its members and not vis-à-vis the interest of non members/strangers. The rule that the public policy of a society must be in consonance with the statute under which it is registered or is being governed and not public policy as indicated in the constitution has been laid down by this Court in the Zoroastrian Cooperative Housing Society Ltd. v. District Registrar, Cooperative Societies (Urban) (2005) 5 SCC 632. As per the decision in Zoroastrian Cooperative Housing Society Ltd. case neither the member nor the aspirant to membership has the competence to challenge the validity of the bye-laws of the society. On the basis of the principles laid down in the said case it will have to be held that the Appellant, who is not even a member of the society, cannot challenge validity of the bye-laws of the society, which have been validly passed by the General Body of the society. As is evident from the record of the case the amendments in the subsidiary regulation were made by the General Body unanimously and, therefore, the second suit will also have to be regarded as not maintainable.In view of above noted categorical observations made by the Constitution Bench, this Court is of the firm opinion that the observations made in paras 80 and 81 of Netaji Cricket Club case (supra) are no longer good law. The contention that the judgment in Netaji Cricket Club case still holds the field and is a good law cannot be accepted. What is relevant to notice is that one of the learned Judges of the two Judge Bench, which decided Netaji Cricket Club case, was also one of the learned Judges of the Constitution Bench, which decided the Zee Telefilms case. In fact the decision in Zee Telefilms case was delivered by the Constitution Bench of this Court, about three weeks after the judgment was delivered by two Judge Bench in Netaji Cricket Club case. The judgment delivered by the Constitution Bench makes it clear that the judgment of the two Judge Bench, delivered in case of Netaji Cricket Club, was specifically cited before the Constitution Bench and was considered by the Constitution Bench. Further, the judgment in Zee Telefilms case was first prepared by the learned Judges, who had written the judgment in Netaji Cricket Club case and this is evident from the fact that the learned Judges, who had delivered majority judgment in Zee Telefilms case, have recorded that they had read the opinion of the learned Judge but did not agree with the conclusions recorded therein. In view of the healthy traditions established by the legendary Judges of this Court, the learned Judges, who constituted majority in Zee Telefilms case, have refrained from using the expression that law laid down in Netaji Cricket Club case is not a good law or that the decision in Netaji Cricket Club case stands overruled because the learned Judge, who had written judgment in Netaji Cricket Club case, was also one of the learned members of the Constitution Bench. However, there is no manner of doubt that judgment in Netaji Cricket Club case cannot be regarded as good law in view of firm pronouncement of legal principles by the Constitution Bench of this Court in the case of Zee Telefilms.28. In view of the above mentioned principles emerging from the judgment of this Court in Zee Telefilms case, the BCCI cannot be regarded as an instrumentality of State and it will have to be held that the two suits filed by the Appellant are not maintainable.29. As this Court has held that two suits filed by the Appellant are not maintainable, the question of grant of mandatory and/or temporary injunctions as prayed for does not arise at all and the appeals must fail.33. Even if it is assumed for the sake of argument that the two suits filed by the Appellant are maintainable, on examination of Rules and Regulations of BCCI this Court finds that players regulations promulgated on September 29, 2000 had not contemplated nor covered the events like IPL, Champions League T20, etc., because they were unknown and never existed. This becomes clear if one notices the definitions of (a) Test Match, (b) ODI Match, (c) Twenty 20, (d) Tour, (e) Tour Match and (f) Domestic Matches, as given in the Regulations for Players, Team Officials, Managers, Umpires and Administrators.To argue that purposive interpretation of unamended Players Regulations would include events like ODI Match, Twenty 20, etc. is to ignore the hard ground realities and completely brush aside the definitions of those terms mentioned earlier.35. The expression matches or events in the unamended Clause 6.2.4 of the Rules and Regulations cannot be construed to include the events like T20 cricket as those events were introduced after the year 2000. Therefore, the contention of the Appellant that the Respondent No. 2 violated the unamended Players Regulations and injunctions as prayed for should have been granted, cannot be accepted and is hereby rejected.37. The argument that Clause 6.2.4 of the Players Regulations was not properly amended and, therefore, the same should be regarded as illegal is devoid of substance. All the rules relating to agenda of notice were properly followed. The amendment in Clause 6.2.4 can be traced back to the working committee meeting, which took place on June 22, 2008. The record would show that in the said meeting it was observed by one of the participants that the Players Regulations needed to be amended to address the changes in the ICC Code of Conduct particularly those relating to the penalties for Anti Racism, Anti Doping, Use of foul language, etc. The use of the words particularly and etc. indicate that the Working Committee did not limit its suggestions only to the issues of Anti Doping, Anti Racism or Use of foul language. Pursuant to the suggestion made by the Working Committee, the President of BCCI formed a two man committee to recommend suitable changes. The two-men committee met on September 12, 2008, i.e., well before the first suit, i.e. Civil Suit No. 930 of 2008 which was instituted by the Appellant in the Madras High Court and recommended three amendments, two of which were with reference to Twenty 20 cricket and the third amendment related to Clause 6.2.4 of the Regulations. The members of the Respondent No. 1 BCCI unanimously approved the two-men committees recommendations in the 79th Annual General Meeting. The record would indicate that what was placed for the consideration of the members at the 79th Annual General Meeting was the report of the Working Committee as well as the recommendations of the two-man committee. The notice of all the items of business conducted at the 79th Annual General Meeting was validly given to the members. Although Rule 16(M)(iv) of the Rules and Regulations requires the Secretary to forward the agenda at least 21 days prior to holding of the Annual General Meeting, Rule 16(M)(i) also provides that the attending members may consider any other business which the President may consider necessary to be included in the agenda. The notice of 79th Annual General Meeting specifically stated about consideration of the motion given by a member, 21 days before the Annual General Meeting, and consideration of any other business which the President might consider necessary in the agenda. The contention of the Appellant that 21 days notice is needed even for those items to be considered under any other business is based on a misconception of the ordinary principles governing the meetings. One of the essentials of a valid notice is that the time between the service of notice and the date of the meeting should be at least 21 days and that it is absurd to suggest that this notice must also contain the particulars of items which would be taken up by the members under the heading any other business. It is implicit in the concept of special business to be taken up for discussion at the behest of the Chairman that no particular mention is required of other business which is to be conducted at the meeting. When a member gets his notice, he is deemed to have knowledge of the Regulations of the body concerned and, therefore, of the agenda items. In any event only members could have objected to the process for amending the Players Regulations. The record shows that not a single member objected to the proposed amendment. On the contrary the record unerringly shows that the resolution relating to the impugned amendment was passed unanimously by the members. The Rules and Regulations, which are the organic and constitutional documents of the association, are framed under the Tamil Nadu Societies Registration Act, 1975. A plain reading of Section 12 of the said Act makes it very clear that it is only if a bye-law or the objects of association mentioned in the Memorandum is intended to be amended that such amendment is required to be registered. This provision has no application to amendments of the Players Regulations, which have been framed by the Respondent No. 1s working committee. Even if a member has limited rights against the body/institution of which he is a member, a member must show that the impugned act is ultra vires the constitution or the Memorandum of Association or the bye-laws of the society and that the act complained of constitutes a fraud on the member or that the impugned action is illegal. The Appellant is admittedly not even a member of the Respondent No. 1 BCCI and is, therefore, not entitled prima facie to challenge the process of amendment. The amendments carried out in Clause 6.2.4 are perfectly legal and valid.38. The contention relating to conflict of interest is thoroughly misconceived and proceeds on certain presumptions which have no factual basis. As far as BCCI is concerned, all decisions relating to management and administration are taken by its Managing Committee. It has come on the record of the case that the Managing Committee consists of nine members of whom Respondent No. 2 is one of the members. The byelaws of BCCI unerringly indicate that all the decisions, which may be taken by the Managing Committee of the BCCI, have got to be approved by General Body. Though the Appellant has claimed that there is factual and palpable conflict of interest, the Appellant could not explain to the Court as to what was the factual conflict of interest and how BCCI was put to financial loss because of participation by the Respondent No. 2 in bidding process for the IPL team. The Appellant having claimed that there was factual and palpable conflict of interest between BCCI and India Cement Limited, should have attempted to make the same good by necessary and specific averments.39. Further, the argument of the Appellant with regard to the alleged conflict of interest and duty proceeds on a complete misconception of what T20 matches are all about. A brief history of T20 cricket is important to understand the context in which this new form of the game was introduced. Cricket as a game was fast losing spectator support. Attendance at the test matches was found thin and decreasing day by day. Even ODI matches were not attracting huge crowds. As against this, football was found to be a fast paced, action packed game and it did not last for more than two hours. Therefore, it was considered necessary to have a new format, which was not conducted on lines of international cricket, but was conducted purely on commercial lines. If maximum boost was to be given to the cricket, it was through organizing T20 matches on a commercial basis. Thus it stands to reason that any person who is interested in the game should be able to participate in the commercial aspect of T20. For this purpose, a tender process had to be used. The attempt was to maximize interest and participation in T20 by way of acquisition and funding of teams. This could be done if there was a widest possible participation both by franchisees and stakeholders including the spectators. The process of bidding by the franchisees for the various participating teams establishes the commercial nature of IPL and Champions League T20 cricket. Therefore, it is difficult to uphold the contention of the Appellant regarding conflict of interest in an IPL since the purpose of this new model of cricket was to maximize outreach of the game and exploit its commercial potential as well. The record does not indicate that any franchisee or any other member of the Respondent No. 1 BCCI has complained of any alleged conflict of interest. It is nobodys case that the team was purchased by the Respondent for a smug and that he had prevented others who wanted to offer more price for purchase of the team and thereby caused financial loss to the BCCI. Thus, the plea of conflict of interest is substance less and is hereby rejected.40. The plea that the amendment made in Clause 6.2.4 of the Regulations is mala fide and, therefore, reliefs prayed for by the Appellant cannot be accepted. As is rightly pointed out by the learned Counsel for the Respondent No. 2 that India Cement Limited is a Company incorporated under the provisions of the Companies Act, 1956. It is a Public Limited Company and is being managed by Board of Directors. Naturally it being a Public Limited company, it has several share holders. The assertion made by the Respondent No. 2 that he holds only 0.05% of shares in India Cement Limited, cannot be demonstrated to be untrue. Therefore, it would be wrong to contend that the Respondent No. 2 personally takes decisions without approval of the Board of Directors of the Company.41. As observed earlier the second Respondent personally cannot take any decision relating to the India Cement Limited without the approval of the Board of Directors of the Company. So far as his role as Office Bearer of the BCCI is concerned, it is to be noted that all decisions regarding management and administration of the BCCI are taken by its Managing Committee subject to the approval by General Body consisting of all the members, associate members and affiliated members. In the present case the necessity to amend the Players Regulations was recommended by all members of the Working Committee. The two-man Committee made recommendation to amend Clause 6.2.4. That recommendation was approved by the Managing Committee and unanimously adopted by the General Body of the BCCI. If the Appellant was to allege bias on the part of the Respondent No. 2 in amending Clause 6.2.4 of the Players Regulations, the same will have to be against all other members who were part of the subcommittee, the Managing Committee and also members of the General Body. However, there is absolutely no allegation against any of the persons who are part of the various committees of BCCI. There is no specific allegation against any of the members of the General Body being actuated by mala fides in favour of the Respondent No. 2. Prima facie it appears that in the absence of any specific allegation of mala fides in the plaints of both the suits, the Appellant, who is Plaintiff in the suits, would not be entitled to any of the main reliefs claimed in the two suits and reliefs claimed in interlocutory applications. The assertion made by the Appellant that the amendment in Clause 6.2.4 of the Rules and Regulations was carried out at the behest of the Respondent No. 2 would in turn suggest that the Respondent No. 2 exercised undue influence over the other members of the Managing Committee and General Body of BCCI and the various other persons constituting various committees. When such allegations of undue influence are pleaded by any party to a suit, it is the requirement under Order VI Rule 4 Code of Civil Procedure that particulars must be given in detail. However, the pleadings do not even remotely satisfy the requirements of Order VI Rule 4 Code of Civil Procedure. There are no specific allegations in the plaints of both the suits. A reading of the plaint in CS No. 1167 of 2008 discloses that there are no particulars or specific allegations of mala fides against the sub-committee, Managing Committee or General Body of BCCI. The amendment in Clause 6.2.4 was introduced after it had passed scrutiny of the three different committees. In the absence of necessary pleadings it would be difficult for the Appellant to get any relief in the two suits. Therefore, the plea based on malafides in amending Clause 6.2.4 cannot be accepted.42. What is important to notice is that the present appeals are directed against the orders of the learned Single Judge and the Division Bench, refusing to grant mandatory temporary injunction/temporary injunctions as claimed by the Appellant.43. The Appellant has failed to establish strong prima facie case in his favour for the grant of mandatory temporary injunctions. On analysis of the averments made in the plaints of the two suits, this Court has come to the conclusion that the suits are not maintainable. Therefore, the Appellant is not entitled to any interim relief. The amendment impugned is not found to be contrary to the provisions of the Tamil Nadu Societies Registration Act, 1975. Similarly, the Appellant has failed to establish that because of so called conflict of interest, the Respondent No. 2 has caused financial loss to the BCCI. Further irreparable injury is likely to be suffered by the Respondent No. 2, if the interim reliefs as claimed by the Appellant are granted. The Respondent No. 2 has explained in his pleadings that, in terms of the Memorandum and Regulations of BCCI, he will not be able to contest election for the post of President for the next twelve years if he is restrained from contesting for the post of President this year.44. The Memorandum and Regulations indicate that the office of President is by Zonal rotation. For the purpose of election of the President, the BCCI is divided into five zones, i.e., South, Central, North, West and East and, therefore, the turn of the President from South zone would come once in 12 years only. This position is not disputed by the Appellant. Therefore, there is no manner of doubt that prejudice would be caused to the Respondent No. 2 if the injunctions as prayed for by the Appellant are granted. Further, the balance of convenience is also in favour of the Respondent No. 2 because even if the suits are decreed, no personal relief would accrue for the benefit of the Appellant. As noticed earlier, the Appellant had lost to the Respondent No. 2 in the elections of the Tamil Nadu Cricket Association. Moreover, the two suits were filed in the year 2008 and no interim relief/reliefs has/have been granted by the learned Single Judge of the High Court as well as by the Division Bench of the High Court. This Court is of the opinion that after passage of over two years, it would not be in the fitness of things to grant mandatory temporary injunction as prayed for. What is relevant to notice is that if the injunctions as prayed for are granted the suits would stand decreed without adjudicating the claims raised by the Respondents, on merits. Such a relief is not called for in the facts of the case. Therefore, the Appellant is not entitled to the injunctions claimed by him in different interlocutory applications which were filed before the High Court.45. The Appellant has filed an application seeking permission of the Court to permit him to produce additional documents in the present appeals. It is an admitted position that the additional documents sought to be produced before this Court were not part of the records before the learned Single Judge or the Division Bench of the High Court. As such no reasons are stated as to why these two documents, though in existence, were not placed before the High Court. Therefore, no case is made out by the Appellant to permit him to produce certain additional documents in the present appeals.46. Even if those two documents are taken into consideration this Court finds that the two documents do not indicate in any manner, any conflict of interest as is sought to be made out on behalf of the Appellant. The first document is an extract from the accounts of the BCCI. This document is relied on to show that payments were made to Rajasthan Royals and Chennai Super Kings to compensate for the losses caused to those teams due to cancellation of the Champions League Twenty-20 tournament in December 2008. The record shows that the Champions League Twenty-20 tournament is played between the champion teams from various countries who had won their local T-20 tournaments. In the year 2008 Rajasthan Royals and the team owned by The India Cements Limited i.e. Chennai Super Kings were the winners and runners-up respectively. Therefore, only these two teams were eligible to play the Champions League Twenty-20 which was to be played in Mumbai in December, 2008. Unfortunately, due to the infamous Mumbai Terror Attacks in November, 2008 the tournament had to be cancelled in the last hours due to security reasons as players were to come from around the world. The teams eligible to participate had made all the arrangements by making payments for the players and officials to participate in the Champions League Twenty-20. Because of the sudden cancellation of the tournament, the expenses incurred by the teams and the loss of potential earnings were decided to be compensated by the Governing Council of Champions League Twenty-20. And, therefore, the payments were made not only to the two Indian teams eligible to participate but also to the Cricket Boards of South Africa and Australia, who had jointly organized the Champions League Twenty-20. The Respondents have asserted that these payments were reflected in the Balance Sheet of BCCI for the financial year ending March 2009. The payments were first sanctioned by the then Chairman of the Governing Council of IPL and later on ratified by all the Governing Council Members and the same was approved by General Body of BCCI. Thus, the first document does not indicate any conflict of interest so far as Respondent No. 2 is concerned.47. The next document sought to be relied upon is Minutes of Meeting of the Governing Council of the IPL dated August 11, 2009. This document reflects the deliberations between the various members of the Governing Council on the issue of transfer of players from one IPL franchise to the other at the end of three years. Nine members including eminent cricketers who are members of the Governing Council participated in the meeting and the Respondent No. 2 had also expressed his views on the issue of transfer of players. The record shows that ultimately, the views expressed by the Respondent No. 2 were not accepted. This document proves that the Governing Council is not influenced by the views of one person and the Respondent No. 2 is not in a position to exercise undue influence over the other members of the Governing Council, as alleged.48. As noticed earlier the learned Single Judge of the High Court before whom the suits were instituted as well as the Division Bench of the High Court have refused to grant equitable relief of injunction claimed by the Appellant. This Court is of the opinion that grant of interim relief as prayed for can amount to decreeing the suit without adjudicating the claims raised in the pleadings of the parties. Such a course is not permissible at all. This Court has deprecated the practice of grant of interim relief, which amounts to decreeing the suit in several reported decisions. The averments made in the plaints would show that the final reliefs claimed are almost the same as claimed by way of interim reliefs. Whether the Appellant is entitled to equitable relief of injunction or not, will have to be decided after several questions raised in the plaints are decided on the basis of evidence, which may be adduced by the parties. The questions of law sought to be raised by the Appellant are at the best mixed questions of law and facts. As observed earlier the Appellant has failed to disclose certain material facts nor the Appellant has been able to prima facie establish that his legal rights have been violated as required under Sections 34 and 41(j) of the Specific Relief Act, 1963. The Appellant is not justified in seeking a permanent injunction restraining the Respondent No. 1 from permitting the Respondent No. 2 to contest election for an Office Bearers post. I.A. No. 1041 of 2008 in CS No. 930 of 2008 was dismissed by the High Court. The said order was never challenged before higher forum by the Appellant and has thus attained finality. No material is placed by the Appellant on the record of the case on the basis of which a reasonable finding can be recorded that if interim relief as sought for by the Appellant is not granted, the Appellant would suffer irreparable loss or that great prejudice would be caused to his case as pleaded in the plaints of the suits. Though this Court has prima facie come to the conclusion that the suits are not maintainable on the basis of the plaint allegations themselves, several allegations made would require evidence to be let in by the Appellant so as to entitle him to any interim relief. On this ground also the interim reliefs claimed cannot be granted.49. The Appellant has filed application seeking permission of this Court for filing additional documents. Normally, additional documents would be permitted to be produced before this Court when they are brought on the record of the case. Here, in this case, the documents sought to be brought on record by the Interlocutory Application are not on the record of the trial court. The Interlocutory Application filed by the Appellant is absolutely vague and not in terms of Order XVI Rule 4(1)(d)(ii) of the Supreme Court Rules because it does not give particulars of (a) how the Appellant came to be in possession of those documents, (b) at what point of time he acquired possession of documents, (c) the source from which the documents were secured and (d) what prevented the Appellant from placing the documents on record of the trial court. Though the Appellant has filed quite lengthy rejoinder, these questions have not been addressed by him in the rejoinder. The contention that the Respondents have failed to respond to the merits of the Interlocutory Application and, therefore, those documents should be considered, cannot be accepted, more particularly, when no ground is made out for granting permission to the Appellant to produce the documents sought to be produced along with the said Interlocutory Application.50. The upshot of the above discussion is that the learned Single Judge and Division Bench of the High Court were justified in not granting the temporary injunction claimed by the Appellant. It is difficult to hold that either the learned Single Judge or the learned Judges of the Division Bench of the High Court had failed to exercise jurisdiction vested in them or had exercised jurisdiction not vested in them or had exceeded the jurisdiction vested in them by law. A reasonable reading of the judgment impugned in the instant case would indicate that a just approach has been adopted by the learned Single Judge and Division Bench of the High Court in not granting interim prayers claimed by the Appellant. No ground is made out by the Appellant either to interfere with the decision of the learned Single Judge or with that of the Division Bench of the High Court. Therefore, the appeals, which lack merits, deserve dismissal.