Delhi And District Cricket Association Through Its Honorary General Secretary vs Municipal Corporation Of Delhi And Ors

S.NO.

(1)","Articles

mandated to be

introduced by

the Supreme","Status

(3)","Proposed

Article No.

   (4)","PROPOSED

ARTICLES

(5)","EXISTING

ARTICLES

     (6)",,

1.,"Association for

form  an

independent

selection

committee (free

from Governing

Body)

(also mandated by

High Court of

Delhi)","NOT

PASSED",23(3),"Â 3. Â Â Â Â Â Â Â

SELECTION

COMMITTEE AND

 THE   SELECTION

PROCESS

(i) The Board of Directors

shall appoint a three member

Selection

Committee, for a term not

exceeding 3 years, for

selection of players to

represent DDCA in all age

groups (men and women), for

appointment of coach and

Manager of DDCA team. One

person from the selection

committee will consist of 1

retired international cricket

player. The names of the

selectors shall be approved by

BCCI and no selection panel

should exceed more than 3

members.

Â

(ii) The selection process

adopted by the selection

committee shall be fair and

transparent.

All selected candidates shall

fill a detailed form, which

shall also specify their

relation, if any, with the office

bearers, board of directors,

and sports working committee

members or with any person

concerned with the company.","AFFILIATED

CLUBS

        xxx...

  .

       Â

xxx... .

Â

23.(a) The

Executive

Committee     wil

from  a

        sport

working Committee

consisting of 10 members

       whos hall

be elected by the

affiliated club amongst

       the

members nominated by

the affiliated club. The

term of the sports

        Â

working committee will be

of a minimum of one year

which may be extended to

a maximum of two year at

a time by the Executive

Committee.

Â

 (b)       The

election of the members

of sports working

committee      a

specified in clause 23(a)

shall be held in such

manner as may be

prescribed by the

Executive Committee in

this behalf.

Â",,

,,,,"The said disclosure shall be

made public and the list of

candidates to be considered by

the selection committee shall

also be made public on the

website.

Â

(iii) the coaches or any

other person sought to be

appointed by the company

shall enter into formal contract

before their appointment. Their

remuneration should be fixed

by the board of directors prior

to their appointment.

Â

(iv) Proper minutes shall be

prepared for all meetings of

the selection committee, signed

by the chairman of the

committee and submitted with

the board of directors within

30 days from the date of such

meetings. Such minutes shall

be available for inspection by

the members of the company

on any working day during

business hours.

Â",,,

2.,"Association shall

not have proxy

voting

(also mandated by

High Court of

Delhi)","NOT

PASSED",37,"Â VOTE

              Â"," VOTE

           OF

MEMBERS

Â

On a show of hands or

on a ballot every

Member present in",,

,,,,"OF

MEMBERS

On a show of hands or on

a ballot every member present

in person and entitled to vote

shall have one",,,

,,,,,"vote, and upon a pÂo l

every member present i

person shall have on

vote. Vote may be give

personally only. N

proxy voting shall b

allowed during th

meetings.

Â",,"lp e r s o n and

nentitled to vote

eshall have one

nvote, and upon a

opoll every member

epresent in person

eor by proxy shall

have one vote.Â

Vote may be given

either personally

or by proxy.Â

The instrument

appointing a

proxy shall be in

writing and

signed by the

appointor in the

form prescribed in

Schedule IX to the

Companies Act,

1956 and a proxy

need not be a

member of the

Association, The

instrument

appointing a

proxy shall be

deposited at the

registered office

of the Association

not less than

fortyeight hours

before the meeting

of the company.

Â

3.,,"No post in the

Association to be held

     fo

        Â

more than 9 years

(also mandated by

High Court of

Delhi)","NOT

PASSED

r",38(3),"Â BOARD

        Â","EXECUTIVE

COMMITT

EE

Â

 38.      The

Executive

Committee shall consist

of a

President, three Vice-

Presidents,

 one

        Â

Hony.

General

 Secretary,    Â

one",

,,,,,"OF

DIRECTORS

38(3) The term of a

Director shall be

for a period not

exceeding three

years, but with a

maximum of three

s u c h termsÂ

regardless of the

post held, with a

cooling off period

of three years after

each such term.

Every elected",,

,,,,,"member shall stand

automatically

disqualified after 9

years to be elected

as Director.","Â Hony. Â Â Â Â Â Â

Sports

 Secretary,    Â

one

 Hony.

         Club

Secretary, one Hony.

Treasurer, eight Joint

Secretaries namely 2

(Two) Joint Secretary

(Sports), 2 (Two) Joint

Secretary (Club), 2

(Two) Joint Secretary

(Accounts) and 2

 (Two)

         Joi

Secretary

(Company

Affairs), and Eleven

more members, three

of whom can be the

nominees of the

Government of India

with full voting

rights. The

government nominees

shall be the Honorary

Members of the

Association till such

time as they remain on

the

Executive

Committee. The

three

Government nominees

shall have the option

to resign from the

Executive

Committee. The

Executive

Committee shall have

the powers to appoint

from",

,,,,,,"time to time a

Working

Committee with all the

powers of the

Executive and such

other committees

besides Sports

Committee and the

Club

Committee, for the

benefit of

different activities of

the Association.

Â",

4.,,"Governing body to

include

representatives

of players

(also mandated by

High Court of

Delhi)","NOT

PASSED",,"Â BOARD

        Â","EXECUTIVE

C OMMITT

EE

Â

 38.      The

Executive

Committee shall consist

of a

President, three Vice-

Presidents,

 one

        Â

Hony.

General

 Secretary,    Â

one

 Hony.      Â

Sports

 Secretary,    Â

one

 Hony.

         Club

Secretary, one Hony.

Treasurer, eight Joint

Secretaries namely 2

(Two) Joint

          Â

Secretary (Sports), 2

(Two) Joint  Â

Secretary (Club), 2

(Two) Joint

          Â

Secretary (Accounts)

fand 2

 (Two)

         Joi

Secretary",

,,,,,"OF

DIRECTORS

38(2) The Board of

Directors shall

consist of 16

Directors

comprising one

nominee of the

chief controller of

accounts of the

GNCTD andt hree

nominees of the

Govt. of India. The

elected

Directors shall

comprise 5 office

bearers (which are

President, Vice-

President,

Secretary, Joint

Secretary and

Treasurer), one

member who has

represented DDCA

in first class cricket

and above, one

woman member and

5 other directors.

The nominee

Directors shall be

the Honorary

 Members    o

the

Association till

such time as they

remain on the

Board of

Directors and shall",,

,,,,"have full voting rights. The

nominee Directors shall have the

option to resign from the Board of

Directors.","(Company

Affairs), and Eleven

more members, three

of whom can be the

nominees of the

Government of India

with full voting

rights. The

government nominees

shall be the Honorary

Members of the

Association till such

time as they remain on

the

Executive

Committee. The

three

Government nominees

shall have the option

to resign from the

Executive

Committee. The

Executive

Committee shall have

the powers to appoint

from time to time a

Working

Committee with all the

powers of the

          Â

Executive and such

other committees

besides

          Â

Sports Committee

      and the

     Club

Committee, for the

benefit of

different activities of

the Association.

Â",,

5.,"Governing body

of association to

include

representatives

of women

(also mandated by

High Court of

Delhi)","NOT

PASSED",38(2),"Â BOARD

             OF

DIRECTORS

38(2) The Board of Directors shall

consist of 16

Directors comprising one nominee

of the chief controller of accounts

of the GNCTD andt hree nominees

of the Govt. of India. The elected

Directors shall comprise 5 office

bearers (which are President,

Vice-

President, Secretary,

Joint Secretary and Treasurer),

one member who has represented

DDCA in first class cricket and

above, one woman member and 5

other directors. The nominee

Directors shall be the Honorary

 Members    of     the

Association till such time as they

remain on the Board of

Directors and shall have full

voting rights. The nominee

Directors shall have the option to

resign from the Board of

Directors.","EXECUTIVE

COMMITT

EE

Â

 38.      The

Executive

Committee shall consist

of a

President, three Vice-

Presidents,

 one

        Â

Hony.

General

 Secretary,    Â

one

 Hony.      Â

Sports

 Secretary,    Â

one

 Hony.

         Club

Secretary, one Hony.

Treasurer, eight Joint

Secretaries namely 2

(Two) Joint Secretary

(Sports), 2 (Two) Joint

Secretary (Club), 2

(Two) Joint Secretary

(Accounts) and 2

 (Two)

         Joi

Secretary

(Company

Affairs), and Eleven

more members, three

of whom can be the

nominees of the

Government of India

with full voting

rights. The

government nominees

shall be the Honorary

Members of the

Association till such

time as they remain on

the",,

,,,,,"Executive

Committee. The

three

Government nominees

      shall hav

the option to resign

from the

        Â

Executive Committee.Â

The Executive

Committee shall have

the powers to appoint

from time to time a

Working

Committee with all the

powers of the

Executive and such

other committees

besides Sports

Committee and the

Club

Committee, for the

benefit of

different activities of

the Association.

Â",,

6.,"Governing Body to

     includ

nominee of the

Accountant

General of the

State.

(also mandated by

High Court of

Delhi)","NOT

ePASSED",38(2),"Â BOARD

             OF

DIRECTORS

38(2) The Board of Directors shall

consist of 16

Directors comprising one nominee

of the chief controller of accounts

of the GNCTD andt hree nominees

of the Govt. of India. The elected

Directors shall comprise 5 office

bearers (which are President,

Vice-

President, Secretary,","EXECUTIVE

COMMITT

EE

Â

 38.      The

Executive

Committee shall consist

of a

President, three Vice-

Presidents,

 one

        Â

Hony.

General

 Secretary,    Â

one

 Hony.      Â

Sports

 Secretary,    Â

one

 Hony.

         Club",,

,,,,"Joint Secretary and Treasurer),

one member who has represented

DDCA in first class cricket and

above, one woman member and 5

other directors. The nominee

Directors shall be the Honorary

 Members    of     the

Association till such time as they

remain on the Board of

Directors and shall have full

voting rights. The nominee

Directors shall have the option to

resign from the Board of

Directors.","Secretary, one Hony.

Treasurer, eight Joint

Secretaries namely 2

(Two) Joint

          Â

Secretary (Sports), 2

(Two) Joint  Â

Secretary (Club), 2

(Two) Joint

          Â

Secretary (Accounts)

and 2

 (Two)

         Joi

Secretary

(Company

Affairs), and Eleven

more members, three

of whom can be the

nominees of the

Government of India

with full voting

rights. The

government nominees

shall be the Honorary

Members of the

Association till such

time as they remain on

the

Executive

Committee. The

three

Government nominees

shall have the option

to resign from the

Executive

Committee. The

Executive

Committee shall have

the powers to appoint

from time to time a

Working

Committee with",,

,,,,,"all the powers of the

          Â

Executive and such

other committees

besides

          Â

S p o r t s Committee

      and the

     Club

Committee, for the

benefit of

different activities of

the Association.

Â",,

7.,"A person shall be

disqualified from

being an office

bearer if he or

she:

 (a)   Is  Â

not  a

citizen of India;

(b) Has attained

the age of 70

years;

(c) Is declared to

be insolvent, or

of unsound mind;

(d) Is a Minister

or a government

servant [except

for the nominee

of the Accountant

General of the

State];

(e) Holds any

office or post in

a sports or

athletic

association or

federation apart

from cricket;

(f) Has been

an Office Bearer

of the

Association for a

cumulative

period of 9 years

(also mandated

by High Court of

Delhi)","NOT

PASSED",,"40(c)

Notwithstanding anything

contained in any provision of

these articles, any elected

Director of the company, shall

stand automatically disqualified

after 9 nine years as an office

bearer (i.e. member of the Board

of Directors) and shall also be

disqualified from contesting or

holding the post of a Director of

the Company if he has completed

the age of 70 years or is charged

under the penal law for an offence

involving moral turpitude or is

declared to be of unsound mind,

or, is a Minister of any State or

Central Government of India or

any government servant or holds

any post in another sports body in

the country.","40. Â Â Â (a)Â

     The Office

bearers

        Â

namely, President, 3

V i c e Presidents,

Hony. General

Secretary, Hony.

Treasurer, Hony.

Sports Secy. And

 Hony.

         Club

Secretary shall hold

office till the

conclusion of the

Annual General held

after next two

succeeding

Annual General

Meetings. In other

words, the members

would elect the

abovestated office

bearers at every third

Annual General

Meeting held after

their elections. The

retiring Office

bearers shall be

eligible for re-

election subject to the

provisions of the Act.

Â

Â

         Â

Provided",,

,,,,,"that, upon the new

sub-clause (a)

becoming effective,

the existing office

bearers holding

offices

         Â

of

P r e s i d e n t , 3

VicePresidents and

Hony. Gen. Secy.

Shall continue to

hold their respective

offices for

remaining term and

shall retire

        Â

in accordance with

sub-clause(a). In

other words, the

term of the above

stated office bearers

shall automatically

be extended in

accordance with sub

clause (a)

calculated from the

date of their last

election.

Â

Â

         Â

(b) Â Â Â Â Â Â Â

The office bearers

namely, 8 Joint

Secretaries

namely 2 (Two) Joint

Secretary

(Sports), 2 (Two)

Joint Secretary

(Club), 2 (Two)

Joint Secretary

(Accounts) and 2

 (Two)

        Â

JointÂ

Secretary

(Company Affairs),

shall retire at the

Annual General

Meeting which is

held subsequent to",,

,,,,,"Â the

        Â

Annual

General Meeting

succeeding the

annual general

meeting in which

they are elected.Â

In other words, the

members would elect

the above stated

office bearers at

e v e r y alternate

Annual General

Meeting held after

their elections.Â

The retiring Office

Bearers shall be

eligible for re-

election subject to

the provisions of the

Act.

Â

Â

         Â

Provided

that, upon the

amendment

becoming effective,

the 4 Additional

Joint

Secretaries

elected by the

members namely

Additional Joint

Secretary (Sports),

Additional Joint

Secretary (Club),

Additional Joint

Secretary

 (Accounts),   Â

and

Additional

        Â

Joint Secretary

(Company Affairs)

shall, without any

action on the part of

the Executive

Committee, be re-

designed

         as

Additional Joint

Secretary (Sports),

Additional Joint",,

,,,,,"Secretary (Club),

Additional Joint

Secretary

(Accounts), and

Additional Joint

Secretary

(Company Affairs)

and shall continue

to hold their offices

as Joint Secretaries

for remaining term

for which they were

appointed as

Additional Joint

Secretaries and

shall retain in

accordance with

sub-clause(b).

Â",,

8.,"No office bearer

of

        Â

the

Association to

hold office for

two consecutive

terms

(also mandated by

High Court of

Delhi)","NOT

PASSED",,"40(a) The Office bearers namely,

President, Vice-

President, Secretary, Joint Secretary

and Treasurer shall hold office till

t h e conclusion of the Annual

General held after next two

consecutive AGMs. In other words,

the members would elect the above

stated office bearers at every third

AGM held after their elections. The

retiring office bearers shall be

eligible for re-

election subject to the Articles

         of

Association herein.","40. Â Â Â (a)Â

     The

Office bearers

        Â

namely, President, 3

Vice Presidents,

        Â

H o n y . General

Secretary, Hony.

        Â

Treasurer, Hony.

Sports Secy. And

        Â

Hony.

        Â

Club

Secretary shall hold

office till the

conclusion of the

Annual General

held after next two

succeeding Annual

General Meetings.Â

In other words, the

members would elect

the above-

stated office bearers

at every third

Annual General

Meeting held after

their elections.Â

The retiring Office

bearers shall be

eligible for re-

election subject to

the provisions of the

Act.

Â

Provided that, upon",,

,,,,,"the new sub-clause

(a) becoming

effective, the

existing office

bearers holding

offices of President,

3 Vice-Presidents

and Hony. Gen.

Secy. Shall continue

to hold their

respective offices

for remaining term

and shall retire in

accordance with

sub-clause(a). In

other words, the

term of the above

stated office bearers

shall automatically

be extended in

accordance with sub

clause     (a)

calculated from the

date of their last

election.

Â

(b) The office

bearers namely, 8

Joint Secretaries

namely 2 (Two)

Joint Secretary

(Sports), 2 (Two)

Joint Secretary

(Club), 2 (Two)

Joint Secretary

(Accounts) and 2

(Two)

        Â

JointÂ

Secretary (Company

Affairs), shall retire

at the Annual

General Meeting

which is held

subsequent to the

Annual General

Meeting succeeding

the annual general

meeting in which

they are elected.Â

In other words, the

members would elect

the above stated

office bearers at

every alternate

Annual    Genera",,

,,,,,"Meeting held after

their elections.Â

The retiring Office

Bearers shall be

eligible for re-

election subject to

the provisions of the

Act.

Â

Provided that, upon

the amendment

becoming effective,

the 4 Additional

J o i n t Secretaries

elected by the

members namely

Additional Joint

Secretary (Sports),

Additional Joint

Secretary (Club),

Additional Joint

Secretary

(Accounts), and

Additional Joint

Secretary (Company

Affairs) shall,

without any action

on the part of the

Executive

Committee, be re-

designed

        Â

as

Additional Joint

Secretary (Sports),

Additional Joint

Secretary (Club),

Additional Joint

Secretary

(Accounts), and

Additional Joint

Secretary (Company

Affairs) and shall

continue to hold

their offices as Joint

Secretaries for

remaining term for

which they were

appointed as

Additional Joint

Secretaries and

shall retain in

accordance with

sub-clause(b).

Â",,

9.,"Â Appointment Â

of",NOT,55 to 59,ADMINISTRATION,----------,,

,"full time CEO for

administration

and functioning

(also mandated

by High Court of

Delhi)",PASSED,,"55. The Board of Directors shall

appoint a Full time CEO to ensure

that the company works to its

maximum potential and

administrative and financial aspects

are looked into properly.

The CEO would ideally be a person

with managerial experience for five

years as the MD/CEO of a

corporation with an annual

turnover of at least Rs. 10 crores.

The CEO would be on contract with

the company and have a fixed

tenure of five years (unless the

contract is terminated by mutual

agreement or by a 3 months‘

notice by either party).

Â

The CEO shall be assisted by

not more than 6 full time

professionals

(managers) who shall be appointed

by the Board of Directors in

consultation with the CEO

essentially to govern the streams of

finance, technical, infrastructure,

law, media and human resources.

The CEO may however realign or

reallot these streams as he deems

fit.Â",,,

,,,,"57. The eligibility criteria for the

CEO and managers shall be laid

down by the board of directors

keeping in mind the following

guidelines: (a) knowledge and

familiarity with cricket or other

sports;

(b) Understanding of financial

position with fiscal direction of the

company;

(c) Knowledge of operations of

cricket administration and overall

policy; (d) Clarity on role, division

of responsibilities and hierarchy;

(e) Familiarity with regulatory and

legal responsibilities as well as

attendant

risks;

Â

There shall be an appropriate

induction process laid down by the

board of directors for the CEO and

the managers, which shall include a

fair and transparent process of

appointment.

Â

The CEO shall have the

following functions on behalf of the

company:

(a) to implement all the rules and

regulations made by the governing

body and the board of",,,

,,,,"directors in regard to non-cricketing

matters;

(b) to issue guidelines in respect

of travel, accommodation,

allowances etc. to be paid to

players, support staff and officials

participating in matches, other than

international matches;

(c) to lease and manage

immovable property of the company

wherever situated, in order to

promote the objects of the company.

(d) to lay down parameters for

the laying of grounds for playing

the game and to provide pavilion,

canteen and other conveniences and

amenities in connection therewith.

(e) to appoint team officials for the

State teams which shall compulsorily

include qualified coaches, managers

physiotherapists,

nutritionists, trainers, analysts,

counselors and medics.

(f) To secure players‘ welfare to

ensure that the logistics manager

will arrange for accommodation and

travel, to ensure that tickets given to

players for matches will be on par

with those given to the",,,

,,,,"members, and to also ensure that no

expenditures towards the game

(baggage handling, injury related

etc.) will be undertaken by the

player, failing which such expenses

will be reimbursed to the player

within 30 working days of the

requisition being made. Also, to

process requests made by players to

m a k e arrangement for

       the accommodation

and travel of their

respective wives/partners/family

members, Â Â Â Â Â Â whereve

permitted.

(g) To ensure that all measures

are adopted to eliminate any form of

racial, communal, casteist or other

hatred from the game, with stringent

action taken against the offenders

including the initiation of criminal

proceedings.

(h) to produce by itself the

cricket content for telecast of

cricket matches and/or ceremonies

by hiring or owning equipment and

hiring necessary crew, technicians

etc.

(i) to publicize the stadium

capacity with compulsory seat

numbers.",r,,

,,,,"(j) To provide at stadiums,

wholesome and hygienic food and

beverages at affordable rates, clean

and hygienic restrooms for all

genders and for the differently

abled, adequate fire and emergency

entries and corridors, sufficient

access avenues and wheelchairs for

the differently-abled,

proper signage, parking and

transport facilities as well as

efficiently security systems.

(k) To arrange and organize the

national championship of

India for the Ranji Trophy matches

or for University, Schools or other

tournaments or for any Exhibition

matches between members and/or

between the

Universities including regulations

and bye-laws in respect of travel,

accommodation,

allowances to be paid to players

and officials participating in such

matches.

 l.    To          Â

frame

guidelines generally for the

convenience and ease of day-

today management of affairs of

the",Â,,

,,,,"Company.

m. To prescribe guidelines to lay out

or convert any ground into high

quality turf wickets at all levels

and to provide Pavilions,

Canteens, Public Conveniences

and other amenities with

disabled access and suitable

signage,

especially to involve more

people in the game of cricket

and        to

encourage participation of all

sections of society.

n. To          assist Â

the

Cricket

Committees and facilitate

     the implementation of

     their    tasks and

recommendation

s.Â

o. To collate monthly reports

concerning the functioning of

the various

Committees, to create action

plans in advance and upload

the same on the website of the

Company.

p. To create a database of all",Â,,

,,,,"screen offering a full   and

complete view without

advertisement

banners or margins, and to

restrict

commercial time only to the

refreshment and other team

breaks during and between

innings.

 t.     To report to the

        B oard

           of

Directors every quarter or as

often as required by it on the

functioning of the management

and the progress made   in

developing

cricket   at DDCA.

u. To consider the reports of the

Auditor, to verify whether Full

Members are meeting their

objectives and to assess

whether cricket is being

suitably

developed         Â

and promoted.

v. To consider all applications for

financial aid or any other

benevolence to

cricketers,

Umpires and administrators as

per the rules",,,

,,,,"framed by the General Body in

this behalf from time to time and

recommend the same to the

Board of Directors for their

approval.

w. To examine all the expenditure

exceeding the Budget and to

control such outlays as are

required for the proper

administration of the Company.

x. To          adviseth e

Company regarding investments.

y. To          proces

requests   made for increase

in all   types   of

allowances, subventions/

subsidies to be paid to the

associated clubs, tariff for

Coaching

Camps,

Coaching

Subsidies to the associated

clubs, allowances to the players

for matches of different

Trophies and when playing

against foreign sides, both at

home and away and   to

recommend the

same   to        the Boar

       of

Directors.

z. To do all acts and things which

are delegated by the Board of

Directors to him, and all other

functions as are necessary and

expedient to

carry     the

out

objects    the

of

 Company as

 aforesaid.

Â

Â

Â

Â

Â

Â

Â

Â","s

d",,

,,,,,,,

directors, who are elected by the General Body.",,,,,,,

5.In the judgment of this Court, dated 30.01.2017 this Court had observed and directed as follows: 31. The Supreme Court judgment, in relation to",,,,,,,

BCCI, had accepted the Lodha Committee recommendations with respect to streamlining or pruning of that body; the committee had also",,,,,,,

recommended that all State associations (such as DDCA) should adopt a uniform pattern. This Court notices that at present the governance structure,,,,,,,

of DDCA is ""top heavy"". Its Executive committee comprises of 27 members (one President, three Vice Presidents, one Hony. Secretary, one Sports",,,,,,,

Secretary, one Club Secretary, one Treasurer, eight Joint Secretaries and 11 Members). There is hardly any cooling off period and no tenure or age",,,,,,,

restrictions. The Justice Lodha Committee recommendations vis-Ã vis the governance structure of BCCI are as follows:,,,,,,,

Office Bearer 'Limited Tenures & Cooling Off' While all the existing office bearers (President, Vice-President, Secretary, Treasurer and Joint",,,,,,,

Secretary) are retained in honorary positions, the number of Vice Presidents is pruned from five to one. Their duties have been realigned. The",,,,,,,

President is shorn of his say in selections. The additional vote for the President at meetings is deleted. The terms of these Office Bearers continue to,,,,,,,

be of 3 years, but with a maximum of 3 such terms regardless of the post held, with a cooling off period after each such term.""",,,,,,,

This Court hereby directs appropriate amendments to bring in line the above recommendations, with respect to the membership of the executive",,,,,,,

committee as well as the tenure restrictions and cooling off periods.,,,,,,,

Furthermore, the following direction has acquired the force of law, due to Article 141 of the Constitution in relation to BCCI:",,,,,,,

... ... ... Any elected Councillor shall stand automatically disqualified after nine years as an office bearer, and shall also be disualified from contesting",,,,,,,

or holding the post if he has completed the age of 70 years, is charged under the penal law, is declared to be of unsound mind, is a Minister or",,,,,,,

government servant or holds any post of another sports body in the country.""",,,,,,,

Like in its case, there is no compelling reason to depart from it in the case of DDCA. The above condition shall be read as part of Article 40 of the",,,,,,,

DDCA's Articles of Association, specifically as Article 40 (c), which shall read as follows:",,,,,,,

... ... ... Notwithstanding anything contained in any provision of these articles, any elected executive committee member amongst those described in",,,,,,,

Article 38, shall stand automatically disqualified after nine years as an office bearer (i.e member of executive committee), and shall also be disqualified",,,,,,,

from contesting or holding the post if he has completed the age of 70 years, is charged under the penal law, is declared to be of unsound mind, is a",,,,,,,

Minister or government servant or holds any post of another sports body in the country.""",,,,,,,

 7.This Court is of opinion that the objectors’ argument that Directors are not to be treated as governing council members, as they are not",,,,,,,

“office bearers†is unacceptable. The existing Articles of Association clearly contemplate that they are part of the Executive Committee; Article,,,,,,,

46(e) even contemplates that if they are absent for more than 3 executive committee meetings in a row, a vacancy would occur. As such they are",,,,,,,

very much integral to the decision making body or institution of DDCA. The objections to inclusion of the tenure spent by a director as member of the,,,,,,,

executive committee, therefore, are unmerited. As regards the FAQ and the reply to queries are concerned, there is nothing on record to suggest that",,,,,,,

the replies were part of the recommendations (as accepted by the Supreme Court judgment). What was accepted by the Supreme Court, has been",,,,,,,

quoted and followed by this Court in its judgment. The new provision, i.e Article 38 (2) clarifies that there shall be a 16 member board of directors",,,,,,,

including four official nominees, five directors and others such as President, Vice President, Secretary, Joint Secretary and Treasurer, one former",,,,,,,

cricket player who had represented DDCA in first class cricket, and a woman sports person. Â",,,,,,,

8.Two other arguments were made with respect to Articles 38, and 40 (c), i.e. that Directors’ tenure is different; whereas all other office bearers",,,,,,,

retire after two years and in some cases, after three years; directors retire, by rotation, every year. It was submitted that the proposed changes would",,,,,,,

lead to contravention of Section 152 (6) of the Companies Act, 2013, which reads as follows:",,,,,,,

(6) (a) Unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of",,,,,,,

directors of a public company shallâ€",,,,,,,

(i) be persons whose period of office is liable to determination by retirement of directors by rotation; and (ii) save as otherwise expressly provided in,,,,,,,

this Act, be appointed by the company in general meeting.",,,,,,,

(b) The remaining directors in the case of any such company shall, in default of, and subject to any regulations in the articles of the company, also be",,,,,,,

appointed by the company in general meeting. (c) At the first annual general meeting of a public company held next after the date of the general,,,,,,,

meeting at which the first directors are appointed in accordance with clauses (a) and (b) and at every subsequent annual general meeting, one-third of",,,,,,,

such of the directors for the time being as are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the number",,,,,,,

nearest to one-third, shall retire from office. (d) The directors to retire by rotation at every annual general meeting shall be those who have been",,,,,,,

longest in office since their last appointment, but as between persons who became directors on the same day, those who are to retire shall, in default",,,,,,,

of and subject to any agreement among themselves, be determined by lot.",,,,,,,

(e) At the annual general meeting at which a director retires as aforesaid, the company may fill up the vacancy by appointing the retiring director or",,,,,,,

some other person thereto.,,,,,,,

Explanation.For the purposes of this sub-section, total number of directors shall not include independent directors, whether appointed under this Act or",,,,,,,

any other law for the time being in force, on the Board of a company.",,,,,,,

9.This Court discerns no conflict with the proposed Article 38 (2) which reads as follows:,,,,,,,

“BOARD OF DIRECTORS,,,,,,,

38(2) The Board of Directors shall consist of 16 Directors comprising one nominee of the chief controller of accounts of the GNCTD and three,,,,,,,

nominees of the Govt. of India. The elected Directors shall comprise 5 office bearers (which are President, VicePresident, Secretary, Joint Secretary",,,,,,,

and Treasurer), one member who has represented DDCA in first class cricket and above, one woman member and 5 other directors. The nominee",,,,,,,

Directors shall be the Honorary Members of the Association till such time as they remain on the Board of Directors and shall have full voting rights.,,,,,,,

The nominee Directors shall have the option to resign from the Board of Directors. “,,,,,,,

Article 40 (c) proposed pursuant to the Court’s judgment, reads as follows:",,,,,,,

40(a) The Office bearers namely, President, Vice-President, Secretary, Joint Secretary and Treasurer shall hold office till the conclusion of the",,,,,,,

Annual General held after next two consecutive AGMs. In other words, the members would elect the above stated office bearers at every third AGM",,,,,,,

held after their elections. The retiring office bearers shall be eligible for re-election subject to the Articles of Association herein.ǁ,,,,,,,

10.The crucial provision in Section 152 (6) is that it directs that unless the Articles of Association provide that all directors shall retire in every annual,,,,,,,

general meeting, not less than two thirds of them shall be ―persons whose period of office is liable to determination by retirement of directors by",,,,,,,

rotation; and save as otherwise expressly provided in this Act, be appointed by the company in general      meeting.ǁ",,,,,,,

S.NO.,"Articles

mandated to be

introduced by the

High

Court

        Â

of

Delhi",Status,"Proposed

Article

No.","PROPOSED

ARTICLES",EXISTING ARTICLES,,

1.,"Affiliated

Clubs  (who run

on grants by

DDCA) to be

      a

registered

society

       or

non-profit

Company and

follow","NOT

PASSE

D","23(i)&

(iii)","23(i)

No

     Â

club

      Â

or

Association

shall be

affiliated, or

its affiliation

continued,

unless it is

registered as

a society or

as a not for

profit

Company,

and which

has","AFFILIATED CLUBS

         Â

xxx...

          Â

.

 xxx... .

Â

2 3 . ( a ) The Executive

Committee will from a sports

working

Committee    consisting",,

,"statutory

guidelines",,,"submitted its duly

audited financial

statements and

annual reports,

especially about

the amounts

received from the

Company or other

bodies for the

promotion and

development of the

game during the

last three financial

years. This

condition shall be

complied within 3

months of the

coming","o f 10 members who

shall be elected by the

affiliated club

amongst the members

nominated by the

affiliated club. The

term of the sports

working committee

will be of a minimum

of one year which

may be extended to a

maximum of two year

at a time by the

Executive

Committee.

Â

(b) The election of the

members of sports

working committee as

specified in clause

23(a) shall be held in

such manner as may

be prescribed by the

Executive Committee

in this behalf.

Â",,

2.,"Corresponden

c e to Affiliated

Clubs through

registered

addresses","NOT

PASSE

D",23(ii),"23(ii)

The

correspondence

with the existing

Affiliated Clubs

shall only be

addressed to the

registered office

of the Company.

Â","AFFILIATED CLUBS

Â

      Â

xxx... Â Â .

 xxx... .

Â

23.(a) The Executive

Committee will from a

sports working

Committee consisting

of 10 members who

shall be elected by the

affiliated club

amongst the members

nominated",,

,,,,,"b y the affiliated

club. The term of

the sports working

committee will be of a

minimum of one year

which may be

extended to a

maximum of two year

at a time by the

Executive

Committee.

Â

(b) The election of the

members of sports

working committee as

specified in clause

23(a) shall be held in

such manner as may

be prescribed by the

Executive Committee

in this behalf.

Â",,

3.,"Affiliated

Clubs to provide

details of

disbursement

of funds provided

by

 DDCA    Â

and

submit accounts

        Â

to

DDCA to ensure

funds used only

for promotion of

cricket","NOT

PASSE

D","Â 23

  Â

(iv),

(v) & (vi)","to maintain and

The

c o mp a n y shall

ensure that details

of disbursement

and utilization of

finances for a

preceding

financial year are

provided to it by

affiliated clubs","AFFILIATED CLUBS

Â

      Â

xxx... Â Â .

 xxx... .

Â

23.(a) The Executive

Committee will from a

sports working

Committee consisting

of 10 members who

shall be elected by the

affiliated club

amongst the members

nominated by the

affiliated club. The

term of the sports

work ing committee

will be of a minimum

of one year which

may be extended to a

maximum of two year

at a time by the

Executive

Committee.

Â

(b) The election of the

members of sports

working committee as

specified in clause

23(a) shall be held in",,

4.,"Independent

Sports

Working

Committee of

retired

players,

coaches etc.","NOT

PASSE

D",23 A 1,"23A. Â WORKING

COMMITTEES

 1.

           Â

SPORTS

WORKING

COMMITTEE

(“SWCâ€​)

( i ) The Board of

Directors shall form a

Sports Working

Committee consisting

         o

       10

members       Â

from amongst

       the

following:

(a) 5 retired men or

women international or

national/state/Ranji

Trophy cricketers of

credible repute (the","Â

AFFILIATED CLUBS

       Â

xxx...

        Â

.

 xxx... .

Â

23.(a) The Executive

Committee will from a

sports working

Committee consisting of

f10 members who shall be

elected by the affiliated

club amongst the

members nominated by

the affiliated club. The

term of the sports

working committee will

be of a minimum of one

year which may be",,

,,,,"names proposed should

be approved by the

BCCI).

Â

(b) 2 members elected

by Affiliated Clubs.

The elections of the

 Affiliated Clubs to the

Working

would

elect amongst

themselves two members

who shall be the

members of the sports

working committee.

Â","extended to a maximum

of two year at a time by

the Executive

Committee.

Â

(b) The election of the

members of sports

working committee as

specified in clause 23(a)

shall be held in such

manner as may be

prescribed by the

Executive Committee in

this behalf.

Â",,

,,,,"(d) 1 senior coach (the name proposed should be approved by the

BCCI).

Â

(ii) The term of the

 Sports       Working

Committee will be a minimum of one year, which may be extended to

a

from the accounts department for the league matches, super leagu

tournaments between affiliat

(e) To decide for the fixtures of teams playing, fixtures of","e an

ed cl",,

,,,,"dates.

(f) To enter into

agreement     with

various institutions for

hiring of grounds within

Delhi.

(g) To recommend

the names of the

Selectors, Coaches and

Team Manager of the

Delhi team to the

outstation matches.

(k) To provide for 5 star

or equivalent standard

accommodation

         t

Ranji players and 3 star

    hote

accommodation for the

junior teams.

Â

(iv) Proper minutes","o

l",,

5.,"Tendering

Committee to

ensure

procurement

 of

    Â

goods

through

transparent

tendering

process","NOT

PASSE

D","23

A 2","three years. The tender team sh

Â

(a) procurement of orders be

placed by issuing tenders

either electronically","AFFILIATED CLUBS

       Â

xxx...

        Â

.

 xxx... .

Â

23.(a) The Executive

Committee will from a

sports working

Committee consisting of

10 members who shall be

elected by the affiliated

club amongst the

members nominated by

the affiliated club. The

term of the sports

working committee will

be of a minimum of one

year which may be

extended to a maximum

of two year at a time by

all comply with the

the Executive

following

Committee.

process

Â

in

(b) The election of the

execution

members of sports

of their

working committee as

tasks:

specified in clause 23(a)

shall be held in such

manner as may be

prescribed by the",,

,,,,"and/or by means of

publication of an

advertisement in

the daily

newspapers.

(b) Â Â Â Â Al

quotations/tenders

sought shall be

displayed on the

in

be

a      Â

p ro p e r purchase

      order.

( h ) Payments

should be made

only against

invoices after

proper verification

of the","Executive Committee in

this behalf.

Â

l",,

,,,,"w o r k and

certification in

favor of vendor.

( h ) Payments

should be made

only against

invoices after

proper verification

o f the work  Â

and certification in

favor of vendor.

shall",,,

,,,,"Company or any of

its affiliated clubs.

Â

(iii) A register of

interests shall be

maintained so that

the office bearers

disclose their

interest so as to

avoid any conflict

of interest.",,,

6.,"‗Ticketing &

Accreditation‘

rules to ensure

match tickets

and

Complimentar y

passes are not

pilfered and

misused by

Executive

Committee

members.","NOT

PASSE

D",23 A 6,"6. TICKETING &

ACCREDITATION

:

Â

(i) Maximum

number

        Â

of

        Â

tickets ought to be

put on sale for the

benefit of the

spectators and the

        Â

Company‘s

finances.

(ii) Every Â

ticket should have a

seat number

assigned to ensure

comfort and assured

seat for the

spectators.

(iii) The","AFFILIATED CLUBS

Â

      Â

xxx... Â Â .

 xxx... .

Â

23.(a) The Executive

Committee will from a

sports working

Committee consisting

of 10 members who

shall be elected by the

affiliated club

amongst the members

nominated by the

affiliated club. The

term of the sports

work ing committee

will be of a minimum

of one",,

,,,,"complimentary passes for the

office bearers,

          Â

Directors,

 SWC,         Â

Women

Committee

Members, various authorities,

players, coaches and

affiliated clubs and passes for

the members should

Current          Â

and national

players (Ranji Men and

Women) â€" 1 per match.

(g) Present players (men &

women of all age categories)-

1 per match.

(h) Senior coaches (list to

be approved","year which may be

extended to a

maximum of two

year at a time by the

ÂE xecutive

Committee.

Â

(b) The election of

the members of

sports working

committee as

specified in clause

23(a) shall be held

in such manner as

may be prescribed

by the Executive

Committee in this

behalf.

Â",,

,,,,"by a committee consisting of 3

international players from Delhi)

â€" 2 per match.

(i) Affiliated Clubs â€" 1 per

match.

Â

 (v)One           Â

pass

 (members       pass)

one Accreditation Card for thems

Â

(viii) People involved in cricket

operations should","Â

elves. No request

   for

    Â

any

additional

accreditation

   card

shall be

entertained.",,

,,,," only     be     given

Accreditation Cards after getting

approval of the Board of Directors

as they get access to various

sensitive areas which are

restricted by the Company.

Â

regarding the distribution of discr

Â

(xii) All records of","etionary quota of

complimentary

passes and

accreditation

cards shall be

furnished to

the board of

directors.",,

,,,,"distribution   of

complimentary

 passes

            Â

and

Accreditation Cards shall

be maintained by the

company and posted

          o

         th

website

         o

       th

company after every

match.

          A

information pertaining

of

and

office bearers in the

eyes of its members and

general public.

Â

(xiv) In order to bring","n

e

f

e

ll",,

7.,"Â DDCA

      Â

to

maintain

Accounts,

cash

registers,

bills, balance

sheet as per

Secretarial

practices.","NOT

PASSE

D",53,"company

strictly

financial manual

which shall lay

down financial

policies and

procedures to

guide operations

and management

of money within the

company. The

financial manual

shall contain and","ACCOUNTS

 xxx...

.

Â

The Accounts of

the Association shall as

soon as practicable

after the end of the

financial year be

audited by an Auditor,

who shall be appointed

at each Annual

General

Meeting.

Â",,

,,,,"define the controls on financial assets, exercising budgetary

control, control on human resources, control on physical

assets, and other financial regulations etc.

(d) The members of the company at",,,

,,,,,,,

,,,,"information explana

necessary in the dis

duties.

(e) The balance sheet duly audited with the Auditor‘s

remarks shall be laid before the Executive Body at","tion as

charge of",,

,,,,"the AGM.

(f) Accounts and

finance department

shall be mandatorily

consulted for the

proposal having

financial

implications.

(g) Accounts

        Â

and

(i) Pending bills are

not to be approved

by Board of

Directors in any

event and to be

shown

         Â

as outstanding.

(j)Bills reimbursable

by BCCI shall be",,,

,,,,"osfe tphaer Catoemlyp afunryn.ished

(kin) m e e tTinhge aoccf outhnets

foBro atrhde ouf tDiliizraetcitoonr sof

the funds and grants

from BCCI and other

bodies to be

maintained.

(l) The Books of

account of the

company shall be

open to inspection by

the members of the

company during

office hours subject to

prior intimation.",,,

S.NO.,"Articles

mandated to be

introduced by

the     Â

latest

Companies Act

and Rules",Status,"Proposed

Article

No.","PROPOSED

ARTICLES","EXISTING

ARTICLES",,

1.,"Compulsorily

holding AGM

every year and

business to be

transacted

thereto.","NOT

PASSED","25(i)

   &

36 A","25 (i)

GENERAL

MEETINGS

Annual General

Meeting

(―AGMǁ): The

Company shall

mandatorily hold

with respect to

every financial

year, in addition

to other meetings,

a general meeting

as an AGM","GENERAL

MEETINGS

Â

     Al

General Meeting other

than Annual General

Meeting shall  be

          Â

called extra-ordinary

General",,

,,,,"a n d specify the

meeting as such in

the notices calling it.

Not more than fifteen

months should elapse

between two (2)

AGMs of the

company.Â

Â

36A

T h e following

business shall be

transacted at every

AGM of the

Company:

(a) Adoption of the

 Report      Â

of       the

Secretary for the year

under review;

(b) Adoption of the

Treasurer‘s Report

and the audited

accounts for the year

under review;

(c) Appointment of

Auditor or Auditors

for the year and fix

their remuneration;

(d) Appointment of the

 Ombudsman

       and

Ethics Officer;

(e) Consideration of

the Report and

recommendations of

the Board of

Directors, the CEO

and the Committees

and to propose

policy directions to

the

Board of Directors;

(f) Consideration of

the Report and

recommendations of

t h e Board of

Directors and to

propose policy

directions to the

Executive Body;

(g) Consideration of

any amendments to

the Rules and

Regulations of the

Company, as","Meetings.

Â

Â

Â

Â

Â

Â

Â

36 The demand of

a poll shall not

prevent the

continuance of a

meeting for the

transaction of any

business other

than the question

on which a poll

has    been

demanded. No poll

shall be demanded

on the election of

a chairman of a

meeting and a poll

demanded on a

question of

adjournment shall

be taken at the

meeting without

adjournment.

Â",,

,,,,"proposed by a Full

Member shall not be

considered unless the

proposals for

amendments are

received by the

Secretary of the

Board of Directors

atleast 60 days prior

to the date of the

AGM;

(h) Consideration

of the Reports of the

 Ombudsman

       and

Ethics Officer and

any

recommendations

made therein;

(i) Consideration

of any motion, notice

whereof is given by a

Full Member to the

Secretary fourteen

days before the

meeting. (such a

motion shall be

circulated in

advance to all

members);

(j) To appoint the

DDCA or its

representatives to

BCCI and;

(k) Consideration

of any other business

which the President

may consider

necessary to be

included in the

agenda.

Â",,,

2.,"Notice to EGM

and AGM as

per the Section","NOT

PASSED",28,"PROCEEDINGS AT

GENERAL

MEETINGS

28.

A notice of at least

fourteen (14) days

shall be given for

General Meeting,

specifying the place,

the day and the hour","PROCEEDINGS

AT GENERAL

MEETINGS

 xxx...

.

Â

2 8 . At least

fourteen days

notice specifying",,

,,,,"of General Meeting

and in the case of

special business, the

general nature of

s u c h business

accompanied by an

explanatory

statement under

section 102 of the

Act, shall be given to

the persons

mentioned below:

(i) every member of

the company, legal

representative of any

deceased member or

the assignee of an

insolvent member; (ii)

the Auditor or

Auditors of the

company; and

Provided that the

accidental omission

to give such notice to

or the non-receipt of

such notice by any

member shall not

invalidate any

resolution passed or

proceedings held at

any such General

Meeting.","the place, the day

and the hour of

the meeting, and

in case of special

b u s i n e s s the

general nature of

such business,

shall be given to

all members

entitled to receive

such notice.

Â",,

3.,"Compulsory

recording and

maintaining of

M inutes of

Meeting open

for inspection

by members","NOT

PASSED",36 B,"Â MINUTES

        Â","36 The demand of

 a poll shall not

prevent the

continuance of a

meeting for the

transaction of any

business other

than the question

on which a poll

has    been

demanded. No

poll shall be

demanded on the

election of a

chairman of a

meeting and a poll

demanded on",,

,,,,"OF

MEETING

36B (i) The

proceedings of every

meeting (including

EGM, meeting of

board of directors,

and meeting of each

committee etc.) and

every resolution

passed shall be

recorded in the

minutes book as per

the Companies Act,

2013.

(ii) the minutes of

proceedings of each

meeting shall be

entered in the books",,,

,,,,"maintained for that

purpose along with

the date, type of

meeting, venue of

meeting and

conclusion of

meeting of such entry

within thirty days

from the conclusion

o f meeting. It shall

record the name of

the Directors and the

members personally

present.

(iii) Each page of

the minutes of

meeting shall be

initialled or signed

and the last page of

the proceeding of

each meeting shall be

dated and signed by

the chairman of the

meeting. Minutes

once signed by the

Chairman, shall not

be altered.

(iv) The minutes

book shall be kept at

the registered office

of the company and

shall be preserved

permanently and

kept in the custody of

the Company

Secretary or any

other director as

approved by the

board. The minutes

of the AGM and

EGMs shall be

available for

inspection by the

members of the

company on any

working day during

business hours.

(v)The minutes shall

mention the brief

background of all

proposals, summary

or deliberations

thereof, in case of

major decisions, the","a question of

adjournment shall

be taken at the

meeting without

adjournment.

Â",,

,,,,"rationale thereof.

The minutes shall

contain a fair and

correct summary of

proceedings of the

meeting. Minutes

shall be written in

third person and past

tense. Resolutions

however, should be

in present tense.

Minutes should be

exact transcript of

the proceedings at

the meeting.

(vi) Within 15 days

from the date of

conclusion of the

meeting, the draft

minutes thereof shall

be circulated to all

the Directors of the

Board or the

Committee by hand

or by speed post or

courier or email etc.

for their comments

on the draft minutes

within seven days

from the date of

circulation thereof,

so that the minutes

are entered in the

minutes book within

the specified time of

thirty days. Minutes

once entered into

minutes book shall

not be altered except

f o r the express

approval of the

board at its

subsequent meeting

in which such

meetings are sought

to be altered.

Â

(vii) A copy of the

signed minutes

certified by the

company secretary

or where there is no

company secretary,

by",,,

,,,,"a n y director

authorized by the

board, shall be

circulated to all

Directors within

fifteen days after

these are signed by

the Chairman.

Â

(viii) The

Directors, Company

Secretary, the

Statutory Auditor,

Internal Auditor of

the company, could

inspect the minutes

of the meetings.

Â

(ix) Minutes of

meeting shall be

preserved

permanently in good

order, physical form

or in electronic

form, for as long as

they remain current

for eight financial

years, which ever is

later.",,,

4.," Retirement  Â

of

 Board

        Â

of

Directors/Exec

utive

Committee

Members","NOT

PASSED",39,"O n e third of all

Directors except the

office bearers and

nominee of the

Chief Controller of

Accounts of the

Govt. of National

Capital Territory of

Delhi shall retire by

rotation at every

AGM . The

Directors to retire

by rotation at every

AGM shall be those

who have been

longest in office

since their last

appointment, but as

between persons

who became

directors on the

same day, those who

are to retire shall, in

default of and

subject to any","EXECUTIVE

COMMITTEE

 xxx...

.

Â

 39.      A

    each

Annual General

Meeting all

Executive

Committee

Members

        Â

e x c e p t the

        Â

following office-

bearers.Â

Namely,

President, 3 (Three)

Vice

Presidents, Hony.

Gen. Secretary,

Hony. Sports

Secretary, Hony.",,

,,,,"agreement among

themselves, be

determined by lot. At

the AGM at which a

Director retires as

aforesaid, the

company may fill up

the vacancy by

appointing the

retiring

Director if he is

eligible for such

appointment as per

these Articles or

some other person

thereto.","C l u b Secretary,

Hony. Treasurer,

eight Joint

Secretaries

namely 2 (Two)

Joint Secretary

(Sports), 2 (Two)

Joint Secretary

(Club), 2 (Two)

Joint Secretary

(Accounts) and 2

 (Two)

        Â

Joint

Secretary

(Company

Affairs), shall retire

by rotation.Â

T h e retiring

members shall be

eligible for re-

election subject to

the provisions of

the Act.

Â",,

5.,"Qualification

to be elected

as Director as

per Section

164 of the

Companies

Act, 2013.","NOT

PASSED",46,"Subject to the

provisions of 164(1)

of the Companies

Act, 2013, a person

shall not be eligible

for appointment as a

director of a

company, if

(a) he is of

unsound mind and

stands so declared

by a

competent court;

(b) he

      is

        Â

an undischarged

insolvent;

(c) he has applied

to be adjudicated as

an insolvent  and

        Â

his application

         is

pending;

(d) he has been

convicted by a court

of any offence,

whether involving

moral","EXECUTIVE

COMMITTEE

 xxx...

.

Â

Subject to the

provisions of

Section 283(2) of

the Act, the office

of a Director shall

become

vacant if :-

Â

(a) he is found to

be of unsound

mind by a

Court of

competent

jurisdiction; or

(b) he applies to

be adjudicated",,

,,,,"turpitude or

otherwise, and

sentenced in respect

thereof to

imprisonment for

not less than six

months and a

period of five years

has not elapsed

from the date of

e x p iry of the

sentence;

Provided that if a

person has been

convicted of any

offence and

sentenced in respect

thereof to

imprisonment for a

period of seven

years or more; he

shall not be eligible

to be appointed as a

director in any

company;

(e) an order

disqualifying him

for appointment as

a director has been

passed by a court

or Tribunal and the

order is in force;

(f) he has not

paid any calls in

respect of any

shares of the

company held by

him whether alone

or jointly with

others and six

months have

elapsed from the

last day fixed for