THE RAJASTHAN CHAMBER OF COMMERCE & INDUSTRIES JAIPUR Vs. V.N. SORAL

JUDGEMENT

(1.) Mr. V.N. Soral, M/s. Magan Behari Lal and Co. and M/s. Premier Paper and Board Mills, each, instituted a suit against the Rajasthan Chamber of Commerce and Industry, Jaipur (hereinafter referred to as the Chamber), its office bearers, is members of the Managing Committee and its Associate Members for declaration and injunction. In each suit, the defendant appellants filed an application under Sec. 34 of the Arbitration Act, 1940 for stay of the suit proceedings. The learned Additional District Judge No. 1, Jaipur City, in whose court the suits were instituted, rejected the applications under Sec. 34 vide a single order dated October 22, 1975 in all the three suits. Dissatisfied with the said order the defendant appellants have preferred these three appeals. Since all the three appeals are based on similar facts and involve common questions of fact and law, they are being disposed of together by this judgment.

(2.) The facts narrated in the plaint filed by Mr. V.N. Soral are like this. Mr. V.N. Soral has alleged that he is an ordinary member of the Chamber which is a company duly registered and incorporated under the Companies Act, 1956. The objects of the Chamber are contained in the Memorandum of the Chamber. The Articles of Association of the Chamber deal with various subjects such as categories of membership, subscription fee, admission fee, payment of subscription, application for members hip, privileges of 'he members, termination of membership, authorised representatives of members etc. It is further alleged that the business of the Chamber is transacted by a Managing Committee constituted in the manner provided in Article 27 of the Articles of Association. Under Article 10 of the Articles of Association, Annual General Meeting of the Chamber is required to be called within six months of the end of the official year of the Chamber An electoral roll has got to be prepared by the Secretary of the Chamber for the election of the Managing Committee stating therein the names and addresses of all the patrons, Associate members, and ordinary members and to send to every members a copy thereof and four copies to every Associate Member, nearly a month prior to the holding of the Annual General Meeting The names of the members of the Managing Committee for the next year are announced in the Annual General Meeting. Under Article 25 of the Articles of Association, the office bearers of the Chambar are elected from amongst the members of the Managing Committee as per procedure laid down in the Appendix attached to the Memorandum and Articles of Association The grievance of the plaintiff Mr. V.N. Soral is that at the Annua' General Meeting of the Chamber held on June 28, 1975, be raised several objections and put certain questions to the President and the Secretary of the Chamber but none of his questions or objections was answered, On the contrary he was asked by the President not to put any question. Para 13 of the plaint contains the details of the objections and questions raised by the plaintiff at the Annual General Meeting held on June 28, 1975 Para 13 reads like this:

(3.) The plaintiff further alleges that the President of the Chamber announced the names of the members of the Managing Committee for the year 1975 -76 at the Annual General Meeting held on June 28, 1975 According to the plaintiff some of the numbers of the Managing Committee constituted for the year 1975 -76 were such who had neither been enrolled as members nor were they eligible for enrolment. In para 14 of the plaint, the plaintiff pointed out two names of Associate Members namely M/s. R.K. Hotels (P) Ltd. and M/s. Sahu Minerals and Properties Ltd. which were never enrolled as such members and still they were taken on the Managing Committee for the year 1975 76, in para 17 of the plaint the plaintiff pointed out that Shri. S.K. Patney, Shri K.D. Gupta, Shri J.C. Sharma. Shri. M. Sayeed Khan and Shri Heerachand M. Choudhary were taken on the Managing Committee for the year 1976 -76 from amongst the ordinary members although they were not eligible to be enrolled as ordinary members as per clause (d) of Article 2 of the Articles of Association. In para 18 of the plaint the plaintiff pointed out the names of those Associate Members who wanted to change their nominees on the Managing Committee, for which intimation in writing with the consent of the nominees had been sent to the Chamber before the Annual General Meeting, but inspite of that the President did not announce the names of the new nominees of the Associated Members with the result that the new nominees were deprived of their right to contest election of the office bearers as well as to exercise their right to vote at the election of office bearers. In para 19 of the plaint the plaintiff summarised the grounds on which he challenged the constitution of the Managing Committee for the year 1975 76. The relevant portion of para 19 reads as under: