1

NON-REPORTABLE

IN THE SUPREME COURT OF INDIA

CIVIL APPELLATE JURISDICTION

CIVIL APPEAL NO.  3753     OF 2011 (Arising out of SLP (C) No. 12181 of 2010)

A.C. Muthiah ... Appellant

Versus

Board of Control for Cricket in India and another     ...Respondents  

WITH

CIVIL APPEAL NOs. 3754-3756   OF 2011 (Arising out of SLP (C) Nos. 12232-12234 of 2010)

J U D G M E N T

J.M. Panchal, J.

Leave is granted in each petition.

2. These  appeals  are  directed  against  common  

judgment dated March 24, 2010, rendered in OSA

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Nos. 226 to 229 of 2009 by the Division Bench of  

the High Court of Judicature at Madras, by which,  

the order dated July 13, 2009 in OA No. 1042 of  

2008, filed in Civil  Suit No. 930 of 2008 with OA  

Nos.  1299,  1300 and 5740 of  2008,  filed  in Civil  

Suit No. 1167 of 2008, refusing to grant four reliefs  

sought, namely, (1) to grant mandatory temporary  

injunction directing the respondent No. 1 herein to  

act under Clause 32(ii) of Memorandum and Rules  

and  Regulations  (“Regulations”  for  short)  of  the  

respondent No. 1 by appointing a Commissioner to  

make  preliminary  inquiry  against  the  respondent  

No. 2 pending disposal of Civil Suit No. 930 of 2008,  

(2)  to suspend the amendment to Clause 6.2.4 in  

the  Regulations  for  players,  team  officials,  

managers,  umpires and administrators and Board  

of  Control  for  Cricket  in  India  (for  short  “BCCI”)  

Code 2008, which permits an administrator to have  

directly  or  indirectly  commercial  interest  in  the  

matches or events like Indian Premier League (“IPL”

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for short)  or Champions League Twenty 20, (3)  to  

grant  temporary  injunction  restraining  the  

respondent No. 2 from functioning as Secretary of  

BCCI  and  (4)  to  grant  mandatory  temporary  

injunction  directing  BCCI  not  to  permit  the  

respondent No. 2 to contest any of the posts of office  

bearers in future for a reasonable number of years  

as the Court thinks fit, is upheld.

3. In order to understand the controversy raised in the  

instant  cases  it  will  be  relevant  to  notice  the  

essential facts emerging from record of the case.

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

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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

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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

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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

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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: -

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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.

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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

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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

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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,

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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

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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,

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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

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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 Another Vs.  Prahlad Singh And

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Others (1992) 1 SCC 719 and  S.  Krishnaswamy Vs.  

South  India  Film Chamber  of  Commerce AIR  1969  

Madras 42) and ultimately dismissed the application for  

injunctions vide order dated July 13, 2009.  

11.Dr. Abhishek Manu Singhvi referred to clause 1(n) of  

the BCCI Regulations of 1994 and argued that the said  

clause imparts locus to all  the administrators which  

includes former President and, therefore,  the finding  

recorded by the Division Bench of the High Court in  

the  impugned  judgment  that  the  appellant  has  no  

locus standi is not only recorded in ignorance of the  

first  complaint filed by the appellant on 5.9.2008 in  

the capacity of the former administrator and second  

complaint  dated  12.92008  by  which  jurisdiction  of  

BCCI was invoked by the appellant in the capacity of  

former President of  BCCI but is  contrary to what is  

averred in para 4 of the plaint and the same deserves  

to be set aside.  According to the learned counsel for  

the appellant, the power of a Civil Court under Section

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9 of  the  CPC is  plenary,  unrestricted and extremely  

wide,  subject  only  to  specific  statutory  curtailment  

thereof  and,  therefore,  implied  circumscribing  of  the  

power  of  Civil  Courts  should  not  have  been  readily  

assumed or casually inferred as was done by the High  

Court in the impugned judgment.  The learned counsel  

emphasized  that  in  the  present  case  there  is  no  

statutory  curtailment  of  the  power  of  Civil  Court  to  

grant  interim or  injunctive  relief  and those  who feel  

aggrieved are not intended to be rendered remedy less  

by the Rules and Regulations of BCCI.

12. As  against  this  Mr.  G.E.  Vahanvati,  learned  

Attorney General for the respondent No.1 and Mr. R.F.  

Nariman, learned Senior counsel for the respondent No.2  

argued that the contention of the appellant based on the  

definition  of  “Administrator”  is  not  consistent  with the  

plaint in the civil suit filed before the Madras High Court  

in which the appellant has primarily described himself as  

someone  interested  in  the  promotion  of  the  game  of

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cricket  in  India  and  in  maintaining  the  purity  of  the  

administration  of  the  BCCI.   It  was  stressed  that  

reference to the appellant being a past president in the  

plaint is only incidental and by way of narrative, but no  

right as administrator is sought to be enforced by filing  

the  suit.   According  to  the  learned  counsel  for  the  

respondents, the reference to a past president or former  

office bearer in the definition of administrator is to make  

the administrator subject to the constraints of Rule 32 of  

the Rules and Regulation so that if it  is found that an  

administrator  including  a  former  office  bearer  has  

committed  any  misconduct,  he  can  be  debarred,  on  

conclusion  of  an inquiry,  if  found guilty,  from holding  

any position or office with the respondent No.1 in future  

or  to  be  admitted  in  any  sub  committee  or  as  an  

associate  member  of  the  respondent  No.1  BCCI.   The  

learned counsel for the respondents explained that in the  

entire Rules and Regulations the word “Administrator” is  

found only in rule 32 and on proper construction as well  

as  reading  of  Rules  32(i),  (iv)  and  (v)  show  that  an

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administrator  can  be  appointed  to  a  committee  and,  

therefore,  merely  because  the  appellant  is  an  

administrator, i.e., past president of the respondent No.  

1,  that  fact  does  not  confer  any  right  on  him  as  a  

member  of  the  respondent  No.1  BCCI.   What  was  

maintained before the Court by the learned counsel for  

the  respondents  was  that  a  public  interest  suit  is  

unknown to law and as such a suit can be filed invoking  

the provisions of Section 91 of CPC, but to maintain a  

suit under Section 91 of CPC the plaintiff will have to get  

the leave of the Court before institution of the suit and  

two or more persons will have to join as plaintiff in the  

suit and as admittedly the present suits were not filed  

invoking the provisions of Section 91 of CPC, the suits in  

the  public  interest  would  be  maintainable.   It  was  

submitted  that  the  appellant  could  have  maintained  a  

writ petition as public interest litigation but he did not  

file a writ petition because he would have been required  

to  disclose  that  he  had  lost  the  election  against  the  

respondent  No.  2  by  huge  margin  which  would  have

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destroyed the public interest element and thus even if he  

would not have disclosed as was not done in the present  

proceedings also, the respondent would have pointed out  

relevant facts to the Court.  Another reason which had  

weighed with the appellant in not filing the writ petition  

as public interest litigation was that in all probability the  

petition  would  have  been summarily  dismissed  on  the  

ground that it involved determination of highly disputed  

question of facts.  The learned counsel asserted that good  

grounds  have  been  recorded  by  the  High  Court  for  

coming to the conclusion that civil  suits of  the nature  

filed  by  the  appellant  were  not  maintainable  and,  

therefore, the judgment impugned should be upheld by  

this Court.  

13.This  Court  has  heard  the  learned  counsel  for  the  

parties at length and in great detail.  This Court has  

also  considered  the  documents  forming  part  of  the  

appeals and the relevant Regulations framed by the  

BCCI.

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14. In view of the rival contentions raised by the learned  

counsel for the parties, this Court will have to consider  

the question whether the appellant can be regarded as  

administrator  within  the  meaning  of  the  Rules  and  

Regulations of the BCCI.  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  sub-

committee of  the BCCI.  Clause 1(n)  defining the term  

“Administrator” reads as under: -

“Administrator : An Administrator shall mean  and  include  present  and  former  Presidents,  Vice  Presidents,  Hony.  Secretaries,  Hony.  Treasurers, Hony. Jt. Secretaries of the Board  of  Control  for  Cricket  in  India  (“the  Board”),  past and present Presidents and Secretaries of  members affiliated to BCCI, a representative of

22

member  or  an  Associate  member  or  affiliate  member  of  the  Board  and  any  person  connected  with  any  of  the  sub-committee  appointed  by  the  Board  as  defined  in  the  Memorandum  and  Rules  and  Regulations  of  the Board.”

Whereas Clause 32 of the Regulations, relied upon by the  

learned counsel for the respondents, reads as under: -

“32.  MISCONDUCT  AND  PROCEDURE  TO  DEAL WITH :

(i) The Board shall have a power to frame  Bye-laws  regarding  the  discipline  and  conduct  of  the  players,  umpires,  team  officials,  administrators,  referees  and  selector  and  shall  have  a  power  to  amend the same from time to time.

(ii) In  the  event  of  any  complaint  being  received from any quarter or based on  any report published or circulated or on  its own motion, in the subject matter of  any act of indiscipline or misconduct or  violation  of  any  of  Rules  and  Regulations  by  any  Player,  Umpire,  Team  Official,  Selector  or  any  person  appointed  or  employed  by  BCCI,  the  President shall refer the same within 48  hours to a Commissioner appointed by  the  Board  to  make  a  preliminary  enquiry.

The  commissioner  shall  forthwith  make  preliminary  inquiry  and  call  for  explanations  from  the  concerned  person(s)  and  submit  his  report  to  the

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President not later than 15 days from the  date  of  reference  being  made  by  the  President.  On receipt of the report,  the  President  shall  forthwith  forward  the  same to the Disciplinary Committee.

(iii) (a)

Immediately  on receipt  of  a Report  as contained in Clause 32 (ii) above,  the  committee  would  call  for  all  particulars  and  unless  it  decides,  that there is no prima facie case and  be  accordingly  dropped,  commence  hearing  the  subject  case  and  complete the same as expeditiously  as  possible  and decide  the  subject  issues  by  providing  reasonable  opportunity  to  the  parties  of  being  heard.  None of the parties shall be  entitled  to  be  represented  by  any  lawyer.  If,  despite due notice,  any  party  fails  to  submit  any cause  or  submits  insufficient  cause,  the  Committee  shall  after  providing  reasonable opportunity of hearing to  the  parties  concerned,  take  appropriate action.  In the event any  party refuses and or fails to appear  despite notice, the Committee shall  be at liberty to proceed ex-parte on  the  basis  of  the  available  records  and evidence.  The Place of hearing  shall  be decided by the  Committee  from time to time.  The Committee  shall  have  the  power  to  impose  penalties  as  provided  in  the  Regulations  for  players,  Team

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officials  managers  and  Umpires  of  the Board.

(b)The decision of the Committee shall be  final and binding and shall come into  force  forthwith  on  being  pronounced  and delivered.

(iv) If  any  Member  or  Associate  Member  or  any Administrator of the Board commits  any act of indiscipline or misconduct or  acts in any manner which may or likely  to  be  detrimental  to  the  interest  of  the  Board or the game of cricket or endanger  the harmony or affect  the reputation or  interest  of  the  Board  or  refuses  or  neglects  to  comply  with  any  of  the  provisions  of  the  Memorandum  and/or  the Rules and Regulations of the Board  and/or  the Rules  of  conduct  framed by  the  Board,  the  Hony.  Secretary  of  the  Board, on receipt of the complaint shall,  in  consultation  with  the  President,  forthwith issue Show Cause Notice calling  for  explanation  and  on  receipt  of  the  same  and/or  in  case  of  no  cause  or  insufficient  cause  being  shown,  shall  refer  the  same  to  the  Committee.   The  Committee  shall  after  providing  opportunity  of  hearing  to  the  parties  concerned shall submit its findings to the  Board.   The  Board  shall  at  the  Special  General Meeting specially convened take  appropriate decision by majority of 3/4th  members present and voting at the said  meetings.

(v) Any  Member,  Associate  Member,  Administrator,  Player,  Umpire,  Team  Official,  Referee  or  the  Selector  being

25

found guilty and expelled by the Board,  shall forfeit all their rights and privileges  as  Member,  Associate  Member,  Administrator,  Player,  Umpire,  Team  Official, referee, Selector as the case may  be.   In  the  case  of  any  Administrator,  Player, Umpire, Team Official, Referee or  the Selector, he shall not, in future, being  entitled to hold any position or office or  be  admitted  in  any  committee  or  any  member  or  associate  member  of  the  Board.

(vi) A  member  or  Associate  Member  or  an  Administrator  expelled  may,  on  application  made  after  expiry  of  three  years since  expulsion,  be readmitted  by  the Board, provided the same is accepted  at  a  General  Body  Meeting  by  3/4th  members  present  and  voting,  for  re- admission.

(vii) Pending  inquiry  and  proceeding  into  complaints or charges or misconduct or  any act of indiscipline or violation of any  Rules  and  Regulations,  the  concerned  Member,  Associate  Member,  Administrator,  Player,  Umpire,  Team  Official, Referee or the Selector (including  the  privilege  and  benefits  such  as  subsidies  to  the  Member  or  Associate  Member)  may  be  suspended  by  the  President from participating in any of the  affairs  of  the  Board  until  final  adjudication.  However, the adjudication  should be completed within six months.”

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This  becomes  evident  from  the  definition  itself  that  it  

speaks of any person being nominated to any of the sub-

committees  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

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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

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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

29

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

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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.   

19.Once it is held that the appellant is neither a member  

or the administrator of BCCI, has filed the two suits  

under Section 34 of the Specific Relief Act, the next

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question  which  needs  to  be  considered is  in  which  

capacity  the  appellant  has  filed  the  two  suits  and  

what is the nature of the suits filed.  Therefore, it will  

have to be determined whether the appellant has filed  

suit  in  a  representative  character  spoken  of,  and  

referred to in Order I Rule 8, Code of Civil Procedure  

or  whether  he  has  filed  public  interest  suits  as  

mentioned in Section 91 of CPC.

20. Order I Rule 8 of CPC is an exception to the general  

rule  that  all  persons interested in a suit  should be  

impleaded  as  parties  thereto.   Where  large  body  of  

persons is interested in one issue, the said provisions  

facilitate an individual to approach the court without  

recourse  to  the  ordinary  procedure.   It  is  also  

intended to avoid multiplicity of suits being filed on  

common issue.   In  Tamil  Nadu Housing Board vs.  

T.N. Ganapathy AIR 1990 SC 642, this Court had  

occasion to examine the scope and object of Order I  

Rule 8 of CPC.  After examining the scheme envisaged

32

by the said provision, this Court has held that before  

filing a suit under Order I Rule 8 CPC, permission of  

the Court, as contemplated by Clause (b) of sub-Rule  

I, has to be obtained to enable a person to file a suit  

in  a  representative  capacity  for  and  on  behalf  of  

numerous  persons,  where  they  have  same  and/or  

common interest.  As per provisions of sub-Rule (2) of  

Rule 8 of Order I the Court has to give notice of the  

institution of the suit to all persons so interested, at  

the expense of the plaintiff.   The notice to be given  

may be either by personal service or where by reason  

of number of persons or any other cause, such service  

is  not  practicable,  by  public  advertisement,  as  the  

Court in each case may direct.  Sub-Rule (3) of Rule 8  

of Order I provides that any person on whose behalf or  

for whose benefit a suit is instituted under sub-Rule  

(1) may apply to the court to be made a party to such  

suit.   The  proper  procedure  to  be  followed  while  

instituting a suit in a representative capacity has been  

fully explained in the decision of this Court in  State

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of A.P. vs. G.V. Suryanarana AIR 1965 SC 11.  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) CPC 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

34

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 CPC  

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 CPC.  Except

35

Section 91, the CPC 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 CPC.  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

36

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

37

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 CPC.

23. In the light of above discussion, the question arises  

as to whether the two suits filed by the appellant, who is  

not  a  member  of  the  respondent  No.  1  Society,  are  

maintainable.  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 bye-

laws  to  govern  the  activities  of  its  members.   The  

memorandum, rules and bye-laws framed by the BCCI

38

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. vs.  District  

Registrar, Cooperative Societies (Urban) (2005) 5 SCC  

632.   In  the  said case a person became member of  a

39

cooperative  society  formed  for  the  purpose  of  erecting  

house  for  the  residential  use  of  its  members.   The  

membership  was  confined  to  Parsi  community.   No  

member was free to sell the property obtained by way of  

membership to anyone outside the Parsi community.  He  

challenged  this  particular  provision  in  the  bye-laws  

alleging inter alia that it  is infringing his Fundamental  

Right guaranteed by Article  19(1)(d)  and 19(1)(g)  of  the  

Constitution and thus is against the public policy.

24. This Court  did not agree with the contention and  

observed that the answer to the question “what is public  

policy”  has  to  be  searched  within  the  confines  of  the  

statute because the Legislature imbibes it in the statute.  

Hence  the  public  policy  in  the  context  of  cooperative  

society has to be considered essentially in the context of  

Cooperative  Societies  Act  and  the  Rules  made  

thereunder.   In  that  case  this  Court  held  that  the  

provisions contained in the bye-laws putting restriction  

on the freedom of members to part with the property to

40

any one outside the Parsi community was not against the  

public policy as it did not militate against the provisions  

or the Act or rules made thereunder.  What was held by  

the Court in paragraph 22 of the reported decision while  

judging validity of a bye-law, the interest of the society is  

paramount  and  that  interest  would  prevail  so  long  as  

there is nothing in the Act or the rules prohibiting the  

promotion of such interest.  This Court further observed  

that going by Chheoki Employees’ Cooperative Society  

Ltd. case, neither the member, respondent No. 2, nor the  

aspirant  to  membership,  respondent  No.  3,  had  the  

competence to challenge the validity of the bye-laws of  

the  society  or  to  claim  a  right  to  membership  in  the  

society.   The  reference  to  the  case  of  Chheoki  

Employees’  Cooperative  Society  Ltd. made  by  this  

Court  in  the  above  mentioned paragraph  refers  to  the  

decision of this Court in  State of U.P. and another vs.  

Chheoki Employees’ Cooperative Society Ltd. (1997)  

3 SCC 681.  In the said case what is laid down is that a  

member of a society has no independent right qua the

41

society and he cannot assail constitutionality of the Act,  

rules and bye-laws.  This Court has further explained in  

the  said  case  that  the  person  who  is  member  of  the  

society is subject to the operation of the Act, rules and  

bye-laws  applicable  from  time  to  time  and  he  has  no  

independent right  qua the society and it  is  the society  

that is entitled to represent as the corporate aggregate  

and,  therefore,  the  individual  person  do  not  have  any  

Fundamental Right to the management of the committee  

except in accordance with the provisions of the Act, rules  

and  bye-laws.   In  the  present  case  the  appellant  has  

failed  to  establish  that  the  amendment  made  in  the  

subsidiary regulation 6.2.4 is opposed to the policy laid  

down in the Tamil Nadu Societies Registration Act, 1975  

or the memorandum and rules and regulations and/or  

bye-laws  of  the  BCCI  approved  under  the  said  Act.  

Therefore,  the  second  suit  at  the  instance  of  the  

appellant is not maintainable at all.  In a private society  

what  is  in  the  interest  of  society  has  to  be  primarily  

decided by the society alone and such a question is not

42

left for determination of an outside agency.  The interest  

of  the  society  is  paramount  and  that  interest  would  

prevail so long as there is nothing in the Act or the rules  

governing the society prohibiting the promotion of such  

interest.  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.

25. According to the learned counsel for the appellant,  

the BCCI discharges important public functions such as

43

the selection of the Indian team and the control on the  

players  and  as  it  has  discharged  its  important  public  

functions  arbitrarily,  whimsically  and  capriciously,  the  

two suits are maintainable.  What was maintained before  

the  Court  was  that  the  respondent  No.  1  enjoys  a  

monopoly status as it controls the sport of cricket and  

lays down the law thereof as well as enjoys benefits by  

way  of  tax  exemption  etc,  while  exercising  enormous  

public functions and, therefore, it must be judged on a  

higher pedestal like an instrumentality of State.

26. In support  of  above mentioned plea the appellant  

has relied on the decision in the case of BCCI vs. Netaji  

Cricket Club (2005) 4 SCC 741.  Placing reliance on the  

observations made in para 80 at page 762 of the reported  

decision, it was argued that as BCCI’s control over the  

sport of cricket is deep, pervasive and complete, the suits  

would be maintainable.  According to the appellant, as a  

member of ICC, the BCCI represents the country in the  

international  fora  and  it  has  the  authority  to  select

44

players, umpires and officials to represent the country in  

the international fora, it is an instrumentality of the State  

and the suits are maintainable against it.  Paras 80 and  

81 of Netaji Cricket Club case (supra) are as under:-

“80. The Board is a society registered under  the  Tamil  Nadu Societies  Registration  Act.  It  enjoys a monopoly status as regards regulation  of  the  sport  of  cricket  in  terms  of  its  Memorandum  of  Association  and  Articles  of  Association. It controls the sport of cricket and  lays down the law therefor. It inter alia enjoys  benefits by way of tax exemption and right to  use stadia at nominal annual rent. It earns a  huge  revenue  not  only  by  selling  tickets  to  viewers but also selling right to exhibit films  live  on  TV  and  broadcasting  the  same.  Ordinarily,  its  full  members  are  the  State  associations  except  Association  of  Indian  Universities, Railway Sports Control Board and  Services Sports Control Board. As a member of  ICC,  it  represents  the  country  in  the  international  fora.  It  exercises  enormous  public functions. It has the authority to select  players, umpires and officials to represent the  country in the international  fora.  It exercises  total  control  over  the  players,  umpires  and  other officers. The Rules of the Board clearly  demonstrate  that  without  its  recognition  no  competitive cricket can be hosted either within  or  outside  the  country.  Its  control  over  the  sport of competitive cricket is deeply pervasive  and complete.

45

81. In law, there cannot be any dispute that  having  regard  to  the  enormity  of  power  exercised by it,  the Board is bound to follow  the doctrine of “fairness” and “good faith” in all  its activities. Having regard to the fact that it  has  to  fulfil  the  hopes  and  aspirations  of  millions,  it  has  a  duty  to  act  reasonably.  It  cannot  act  arbitrarily,  whimsically  or  capriciously.  As  the  Board  controls  the  profession  of  cricketers,  its  actions  are  required  to  be  judged  and  viewed  by  higher  standards.”

27. As  against  this  the  respondents  have  relied upon  

Constitution  Bench  decision  of  this  Court  in  Zee  

Telefilms Ltd. Vs. Union of India (2005) 4 SCC 649, to  

contend  that  the  respondent  No.  1  BCCI  cannot  be  

regarded as State within the meaning of Article 12 of the  

Constitution.   The  majority  judgment  in  Zee  Telefilm  

Ltd. Case  (supra)  holds  that  the  assumption  that  the  

respondent No. 1 BCCI is the recipient of largesse by the  

State is incorrect and that the respondent No. 1 does not  

enjoy a monopoly status conferred by or as a product of  

the State.  It is further held in the said decision that the  

respondent  No.  1  does  not  enjoy  a  deep  or  pervasive  

control over the game of cricket and that the functions of

46

the respondent  No.  1 are  not public  functions nor are  

they closely related to governmental functions.  A glance  

at paragraphs 25 and 31 would indicate that the Court  

assumed  for  the  purpose  of  argument  that  some  

functions might  partake of  the nature  of  public  duties  

but categorically held that the exercise of such functions  

are  in  a  very  limited  area  of  the  activities  of  the  

respondent No. 1 BCCI.  In para 29 of the said judgment  

this  Court  proceeded  on  an  assumption  that  some  

functions of the respondent No. 1 like the selection of a  

team to  represent  India  in  international  matches,  may  

amount to public duties but in the end held that this is  

not sufficient to hold that the respondent No. 1 is a State  

for the purposes of Article 12 of the Constitution.  The  

categorical findings in paragraphs 23, 24, 25, 28, 29, 31,  

33 and 34 of the Zee Telefilm Ltd.   Case   are as under: -

23. The facts established in this case show the  following:

1. The Board is not created by a statute.

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2.  No part of the share capital of the Board  is held by the Government.  

3. Practically  no  financial  assistance  is  given  by  the  Government  to  meet  the  whole or entire expenditure of the Board.

4. The Board does enjoy a monopoly status  in the field of cricket but such status is  not State-conferred or State-protected.

5. There  is  no  existence  of  a  deep  and  pervasive State control. The control if any  is only regulatory in nature as applicable  to other similar bodies. This control is not  specifically  exercised  under  any  special  statute  applicable  to  the  Board.  All  functions  of  the  Board  are  not  public  functions nor are they closely related to  governmental functions.

6. The Board is not created by transfer of a  government-owned  corporation.  It  is  an  autonomous body.

24. To these facts  if  we apply the principles  laid  down  by  the  seven-Judge  Bench  in  Pradeep Kumar Biswas  vs.  Indian Institute  of   Chemical Biology (2002) 5 SCC 111,   it would  be  clear  that  the  facts  established  do  not  cumulatively  show  that  the  Board  is  financially,  functionally  or  administratively  dominated  by  or  is  under  the  control  of  the  Government.  Thus  the  little  control  that  the  Government may be said to have on the Board  is not pervasive in nature. Such limited control  is purely regulatory control and nothing more.

25. Assuming for argument’s sake that some  of  the  functions  do  partake  the  nature  of

48

public duties or State actions, they being in a  very limited area of the activities of the Board,  would not fall within the parameters laid down  by this Court in  Pradeep Kumar Biswas case.  Even otherwise  assuming that  there  is  some  element  of  public  duty  involved  in  the  discharge of the Board’s functions, even then,  as per the judgment of this Court in  Pradeep  Kumar Biswas, that by itself would not suffice  for bringing the Board within the net of “other  authorities” for the purpose of Article 12.

28. There  is  no  doubt  that  Article  19(1)(g)  guarantees  to  all  citizens  the  fundamental  right to practise any profession or to carry on  any  trade  occupation  or  business  and  that  such a right can only be regulated by the State  by virtue of Article 19(6). Hence, it follows as a  logical corollary that any violation of this right  will have to be claimed only against the State  and unlike the rights under Articles 17 or 21  which can be claimed against non state actors  including  individuals  the  right  under  Article  19(1)(g)  cannot  be  claimed  against  an  individual or a non State entity. Thus, to argue  that  every  entity,  which  validly  or  invalidly  arrogates to itself  the right to regulate or for  that  matter  even  starts  regulating  the  fundamental right of the citizen under Article  19(1)(g),  is  a  State  within  the  meaning  of  Article 12 is to put the cart before the horse. If  such logic were to be applied every employer  who  regulates  the  manner  in  which  his  employee works would also have to be treated  as  State.  The  pre-requisite  for  invoking  the  enforcement  of  a  fundamental  right  under  Article  32  is  that  the  violator  of  that  right  should  be  a  State  first.   Therefore,  if  the  argument  of  the  learned  counsel  for  the

49

petitioner is to be accepted then the petitioner  will have to first establish that the Board is a  State under Article 12 and it is violating  the  fundamental  rights  of  the  petitioner.  Unless  this is done the petitioner cannot allege that  the Board violates fundamental  rights and is  therefore  State  within  Article  12.   In  this  petition under Article 32 we have already held  that the petitioner has failed to establish that  the  Board  is  State  within  the  meaning  of  Article  12.  Therefore  assuming  there  is  violation  of  any  fundamental  right  by  the  Board that will not make the Board a "State"  for the purpose of Article 12.

29. It  was  then  argued  that  the  Board  discharges  public  duties  which  are  in  the  nature of State functions. Elaborating on this  argument  it  was pointed  out  that  the  Board  selects  a  team  to  represent  India  in  international matches. The Board makes rules  that govern the activities of the cricket players,  umpires  and  other  persons  involved  in  the  activities  of  cricket.   These,  according to the  petitioner,  are  all  in  the  nature  of  State  functions and an entity which discharges such  functions  can  only  be  an  instrumentality  of  State,  therefore,  the  Board  falls  within  the  definition of State for the purpose of Article 12.  Assuming that the abovementioned functions  of  the  Board  do  amount  to  public  duties  or  State  functions,  the  question  for  our  consideration  is:  would  this  be  sufficient  to  hold the Board to be a State for the purpose of  Article 12. While considering this aspect of the  argument of the petitioner, it should be borne  in mind that the State/Union has not chosen  the Board to perform these duties nor has it  legally authorised the Board to carry out these

50

functions under any law or agreement. It has  chosen to leave the activities of cricket to be  controlled by private bodies out of such bodies'  own  volition  (self-arrogated).  In  such  circumstances when the actions of the Board  are not actions as an authorised representative  of the State, can it be said that the Board is  discharging  State  functions?   The  answer  should  be  no.   In  the  absence  of  any  authorisation,  if  a  private  body  chooses  to  discharge  any  such  function  which  is  not  prohibited by law then it would be incorrect to  hold that such action of the body would make  it an instrumentality of the State. The Union of  India has tried to  make out a case that  the  Board  discharges  these  functions  because  of  the  de  facto  recognition granted  by  it  to  the  Board under the guidelines framed by it  but  the Board has denied the same.  In this regard  we must hold that the Union of India has failed  to prove that there is any recognition by the  Union of India under the guidelines framed by  it  and  that  the  Board  is  discharging  these  functions on its own as an autonomous body.

31. Be  that  as  it  may,  it  cannot  be  denied  that the Board does discharge some duties like  the  selection  of  an  Indian  cricket  team,  controlling  the  activities  of  the  players  and  others involved in the game of cricket. These  activities  can  be  said  to  be  akin  to  public  duties or State functions and if  there  is  any  violation  of  any  constitutional  or  statutory  obligation  or  rights  of  other  citizens,  the  aggrieved party may not have a relief by way of  a petition under Article 32. But that does not  mean that the violator of such right would go  scot-free merely because it or he is not a State.  Under the Indian jurisprudence there is always

51

a  just  remedy  for  violation  of  a  right  of  a  citizen. Though the remedy under Article 32 is  not  available,  an aggrieved party  can always  seek a  remedy under  the  ordinary  course  of  law or by way of a writ petition under Article  226 of the Constitution which is much wider  than Article 32.

33. Thus, it is clear that when a private body  exercises its public functions even if it is not a  State, the aggrieved person has a remedy not  only under the ordinary law but also under the  Constitution, by way of a writ petition under  Article 226.  Therefore, merely because a non- governmental body exercises some public duty  that by itself would not suffice to make such  body a State for the purpose of Article 12. In  the instant case the activities of the Board do  not  come under  the  guidelines  laid  down by  this  Court  in  Pradeep  Kumar  Biswas  case  (supra), hence there is force in the contention  of  Mr.  Venugopal  that  this  petition  under  Article  32  of  the  Constitution  is  not  maintainable.

34. At  this  stage,  it  is  relevant  to  note  another contention of Mr. Venugopal that the  effect of treating the Board as State will have  far  reaching  consequences  in  as  much  as  nearly 64 other national sports federations as  well  as  some  other  bodies  which  represent  India in the international forum in the field of  art,  culture,  beauty  pageants,  cultural  activities,  music  and  dance,  science  and  technology or other such competitions will also  have  to  be  treated  as  a  "State"  within  the  meaning of Article 12, opening the flood gates  of  litigation  under  Article  32.    We  do  find  sufficient force in this argument. Many of the

52

above  mentioned  federations  or  bodies  do  discharge  functions  and/  or  exercise  powers  which if not identical are at least similar to the  functions discharged by the Board.  Many of  the  sport  persons  and  others  who  represent  their respective bodies make a livelihood out of  it  (for  e.g.  football,  tennis,  golf,  beauty  pageants  etc.).  Therefore,  if  the  Board  which  controls the game of Cricket is to be held to be  a State for the purpose of Article 12, there is  absolutely  no  reason  why  other  similarly  placed bodies should not be treated as State.  The fact that game of Cricket is very popular in  India also cannot be a ground to differentiate  these  bodies  from  the  Board.   Any  such  differentiation  dependent  upon  popularity,  finances  and  public  opinion  of  the  body  concerned would definitely violate Article 14 of  the Constitution, as any discrimination to be  valid  must  be  based  on  hard  facts  and  not  mere  surmises  (See  State  of  Kerala  v.  T.P.  Roshana,  (1979)  1  SCC  572)  Therefore,  the  Board in this case cannot be singly identified  as "other authority" for the purpose of Article  12.  In  our  opinion,  for  the  reasons  stated  above none of the other federations or bodies  referred  to  hereinabove  including  the  Board  can be considered as a "State" for the purpose  of Article 12.”

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

53

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

54

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

55

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.  However,  

it was insisted by the learned counsel for both sides that  

the  other  points  having  been  argued  threadbare,  they  

should  also  be  considered  and/or  dealt  with  by  the  

Court.   Under  the  circumstances,  this  Court  has  

considered the other  contentions raised by the learned  

counsel for the parties.

30. It  was  contended  on  behalf  of  the  appellant  that  

unamended  clause  6.2.4  of  the  Rules  and Regulations  

clearly  stipulated  that  no  administrator  shall  have  

directly  or  indirectly  any  commercial  interest  in  the  

matches  or  events  conducted  by  the  Board  and,  

therefore, the respondent No. 2 being Treasurer of BCCI,  

could not have participated in the bidding process for IPL

56

team.  According to the learned counsel for the appellant  

the  respondent  No.  2 had committed  clear  violation of  

unamended  clause  6.2.4  of  the  Rules  and Regulations  

and there  being  factual  as  well  as  palpable  conflict  of  

interest, the prayers claimed in the applications should  

have been granted.

31. As against this it  was pointed out by the learned  

counsel  for  the  respondent  No.  1  that  the  players  

regulations promulgated on September 29, 2000 did not  

cover  T20  or  IPL  as  the  same  were  not  born  and  

unknown  to  the  world  of  cricket  at  that  time  and,  

therefore,  participation by the respondent No.  2 in the  

bidding  process  for  the  IPL  team  did  not  violate  

provisions of clause 6.2.4 of the Rules and Regulations.  

It  was  argued  that  the  appellant  failed  to  point  out  

factual  and  palpable  conflict  of  interest,  more  

particularly,  when  the  purpose  of  IPL  or  Champions  

League T20 events was to maximize outreach of the game  

and exploit its commercial potential as well.

57

32. On behalf of the respondent No. 2 it was contended  

that no specific allegations against Members of the BCCI  

or  directors  of  the  India  Cement  Limited  have  been  

leveled against the respondent No. 2 and, therefore, the  

plea based on conflict of interest was rightly negatived by  

the High Court.  It was maintained before this Court that  

India Cement Limited is a Company, which is managed  

through a Board of Directors of which respondent No. 2  

is  the  Vice  Chairman  and  Managing  Director,  but  his  

holding of shares is only 0.05% and, therefore, it is wrong  

to say that the respondent No. 2 takes decision without  

approval of the Board of Directors of the Company.  What  

was  pleaded  was  that  India  Cement  Limited  has  

thousands  of  share  holders  and  the  Company  has  an  

independent  legal  existence  from  its  share  holders  

whereas  all  the  decisions  regarding  management  and  

administration  of  BCCI  are  taken  by  its  Managing  

Committee  consisting  of  nine  members  of  whom  the  

respondent  No.  2  is  only  one  of  the  members  and,  

therefore, there is no conflict of interest as is claimed by

58

the  appellant.   It  was  further  argued  that  all  the  

decisions of the Managing Committee of the BCCI have to  

be  approved by  its  General  Body  and as  there  are  no  

specific allegations against the Members of the General  

Body to the effect that they were also actuated by mala  

fide, in favouring the respondent No. 2, the plea based on  

conflict  of  interest  should  not  be  entertained  by  this  

Court.

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.

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34. The definitions of the above terms as given in the  

above mentioned Regulations read as under: -

“Test Match :  Any cricket match of  not less  than  five  days  scheduled  duration  played  between  teams  selected  by  Full  Members  as  representatives of their Member Countries and  accorded with the status of Test by the ICC.

ODI  Match :  A  limited  over  international  match classified as a One Day International in  accordance with the ICC’s regulations headed  “Classification  of  One  Day  International  Matches”.

Twenty20 : A limited over international match  classified as Twenty20 in accordance with ICC  regulations.

Tour : A series of matches where at least one  of  the  competing  teams  is  an  international  team representing a Member country playing a  country other than its own and comprising of  atleast  one  Test  Match  or  atleast  one  ODI  Match.  For the purposes of this Regulations a  Tour shall start on (and include) the first day  when the touring squad of Players (or the first  of touring squad players) arrives in the country  of  the  tour  until  (and  including)  the  day  on  which the touring squad of Players (or the last  of touring squad of players) leave to return to  their Member country.

Tour Match :  Any  match other  than a  Test  Match or ODI Match, or T20 in which at least  one  of  the  teams  comprises  Players  selected  from the squad of players chosen to represent  a Member Association.

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Domestic Matches : All tournaments any/or  matches conducted under the aegis of BCCI.”

To  argue  that  purposive  interpretation  of  unamended  

Players Regulations would include events like ODI Match,  

Twenty20, 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.  

36. The next question which falls  for  consideration is  

whether the Players Regulations were properly amended  

or the amendments made are illegal as pleaded by the  

appellant.

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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

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was instituted by the appellant in the Madras High Court  

and recommended three amendments, two of which were  

with  reference  to  Twenty20  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 committee’s 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

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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

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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.  1’s  

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

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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 bye-

laws 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

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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.

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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.

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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  

nobody’s  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 substanceless 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

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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

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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  sub-

committee, 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

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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 CPC that particulars  

must be given in detail.  However, the pleadings do not  

even remotely satisfy the requirements of Order VI Rule 4  

CPC.  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.

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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

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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

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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

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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

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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

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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

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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

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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 Bearer’s 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

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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

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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

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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.

For the foregoing reasons the appeals fail and are  

dismissed.  In the peculiar facts of the case it is directed  

that there shall be no order as to costs.

83

............................J.  [J.M. Panchal]

New Delhi; April 28, 2011.

REPORTABLE

IN THE SUPREME COURT OF INDIA CIVIL APPEAL JURISDICTION

CIVIL APPEAL NO. 3753_ OF 2011 (Arising out of SLP (C) 12181 of 2010)

A.C. Muthiah                                  ... Appellant

Versus

Board of Control for Cricket in India  & Anr.   ...Respondents  

WITH

CIVIL APPEAL NOs.    3754-3756   OF 2011 (Arising out of SLP (C ) Nos. 12232-12234/2010)

J U D G M E N T  

GYAN SUDHA MISRA, J.  

Leave granted.

When the world at large is endeavouring  to eradicate  conflict of interest in  

public life  as also in private venture and the respondent – Board of Control  

for  Cricket  in  India  (shortly  referred  to  as  the  ‘BCCI’),  which  enjoys  

monopoly status  as regards  regulation of the sport of Cricket in India, and  

is perceived  to follow the doctrine of  “fairness” and “good faith” in all  its  

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activities, has itself recognized its value and importance by incorporating in  

its Regulation  that  

“No administrator  shall have directly or indirectly  any commercial interest  in any events of the BCCI,”

then whether any exception diluting its effect could be carved out of that  

without  any just cause by introducing  an amendment into the same, is the  

question  which  essentially  falls  for  consideration  in  these  appeals.  

Consequently, the question  also arises whether the amendment  was fit to  

be kept  under suspension by grant  of an order  of injunction against the  

same as a result of which the respondent No. 2 would be  restrained from  

functioning  as  an  office  bearer  of  the  BCCI  in   any  capacity  as  his  

commercial interest  comes in conflict with the activities of the BCCI.  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  

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arise   wherein  extensive   arguments  have  been  advanced  by  learned  

counsel for the contesting parties   in support of their respective pleas.  

2. Having deliberated  and meticulously  considered  the  same in  

the light of the background, facts and circumstances giving rise to these  

appeals as also having the benefit of the views expressed in the judgment  

and order of my learned Brother Panchal, J., I find it hard to subscribe to  

the  view  expressed  therein  and  hence  record  reasons  respectfully  

dissenting from the view on the issues raised in these appeals.  For this  

purpose  as  also  to  test  the  relative  strength  and  weaknesses  of  the  

arguments  advanced  and  to  have  an  overall  view  of  the  controversy  

involved, I deem it essential to relate the genesis and background of the  

matter under which these appeals arise.

3. 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  

86

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 that

“No 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’.  

4. However, putting laws and regulations on paper, does not mark  

the end of fight against ‘conflict of interest’ in public service and more so in  

private  venture.   More  appropriately,  this  step  has  to  be  viewed  as  a  

beginning.  Effective implementation and execution is absolutely crucial if  

these laws and regulations are to  be meaningful.   Managing ‘conflict  of  

interest’  is  a  relatively  young  system,  but  these  young  systems  require  

maturing  in  the  form of  sincerity,  will  and  dedication  and they must  be  

effective in all spheres if they are to survive and become engrained in the  

institutional structures of governance by public as well as private bodies. In  

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absence of this, even better established programmes for conflict of interest  

management could wither quickly, if ignored.  

5. 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  

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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.   

6. The  appellant’s  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.  

7. 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  

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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.   

8. 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  

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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  

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injunction against  the amendment introduced by pleading  to put it under  

suspension.    

9. 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.

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10. The first and foremost question that requires consideration in  

this appeal by special leave is whether the plaintiff/appellant herein can be  

held  to  be  having  any  locus  standi  to  file  a  civil  suit  challenging  the  

amendment introduced by the BCCI in  Clause 6.2.4 of the Regulations as  

he is merely the past president of  the BCCI and whether the same can  

confer   any  right  on  him  as  an  Administrator  so  as  to  challenge  the  

amendment introduced by the BCCI diluting the bar of commercial  interest  

of the Administrator  in the activities  of the BCCI thus generating   ‘conflict  

of interest’, and in case the answers were to be held in the affirmative, then  

whether the amendment  introduced  by the BCCI in Clause 6.2.4 was fit to  

be injuncted  by keeping the same in abeyance/suspension  as it clearly  

gave rise to conflict of interest between  the BCCI  and  respondent No.2  

since he indulged  in promoting  his commercial interest while functioning  

as  an  office  bearer/Administrator  of  the  BCCI  who  participated  and  

succeeded in the auction for owning IPL Chennai Super King.  To clarify it  

further, it may be reiterated that  if the petitioner/appellant can be held to be  

having the competence  or  locus to  file  a  suit  against  the  BCCI,  then  

whether the suit can be held to be maintainable at his instance  so as to  

enter into  further question whether the alleged amendment introduced in  

Clause 6.2.4 can be held  to be having any conflict  of  interest  with the  

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interest of BCCI as in that event it would permit respondent No. 2 to hold  

the field  by functioning as office bearer of the BCCI and thus participate in  

all  its policy decisions as well  as deliberations,  while  continuing also as  

Vice  Chairman/  Managing  Director  of  his  firm  India  Cements  Ltd.  and  

simultaneously also own Chennai Super King as successful bidder in the  

IPL auction.   

11. The preliminary question on which the entire edifice of the case  

rests which will have the effect of making  the entire case stand or crumble  

down, is the question as to whether the plaintiff/appellant  has the locus  

standi  to file a civil suit in the High Court of Madras so as to challenge the  

amendment introduced  by the BCCI under Clause 6.2.4.  In this context, it  

is extremely relevant to record the definition of the term ‘Administrator’ in  

the  BCCI  Regulations.   Clause  1(n)  defines  the  term ‘Administrator’  as  

under:-

“Administrator:  An Administrator shall mean and include present and  former  Presidents, Vice Presidents, Hony. Secretaries, Hony. Treasurers,  Hony.  Jt.  Secretaries  of  the  Board  of  Control  for  Cricket  in  India  (“the  Board”), past and present Presidents and Secretaries  of Members affiliated  to BCCI and any person nominated in any of the sub committee appointed  by the Board as defined in the Memorandum and Rules and Regulations of  the Board.”

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12. The plaintiff/appellant is admittedly a past President of the BCCI  

and  hence  in view of the unambiguous  definition  of the  ‘Administrator’  

which include past and present Presidents and Secretaries and Members  

affiliated   to  BCCI,  it  is  difficult  to  accept  the  position  that  the  

petitioner/appellant had no  locus standi to file a civil suit challenging the  

amendment introduced by the BCCI.  I find it hard to approve of   the view  

taken  by learned  Brother Panchal, J. that only if   a past President  is  

nominated on any of the sub-committees of the BCCI, he would be deemed  

to be an ‘Administrator’ and not otherwise as it is clearly contrary to the  

express definition of an ‘Administrator’ given out in the Regulations of the  

BCCI 2008.  Clause 32 of the Regulation no doubt deals with  misconduct  

and procedure required to deal with complaint received from  any quarter or  

based on any report published  or circulated or  on its own motion in the  

subject  matter  of  indiscipline  or  misconduct.   Clause  32  (v)  of  the  

Regulation also deals with a provision regarding expulsion of any Member,  

Associate Member, Administrator, Player, Umpire, Team Official, Referee  

or the Selector, as the case may be,  and in case  any of them is found  

guilty and expelled by the Board, he shall not  in future be entitled to hold  

any position or office or be admitted in any Committee or any Member or  

Associate Member of the Board.    Clause 32 thus clearly deals with the  

95

misconduct  and  procedure   to  deal  with  office  bearers  including  all  its  

constituents  referred to hereinbefore of the BCCI and for this purpose  it  

also lays down as to who will be the competent persons as member of the  

sub committee to deal with misconduct.   But to hold that in spite of the  

definition  of an ‘Administrator’ given out in Clause 1 (n) of the Regulation  

which specifically includes President and past President of the BCCI, the  

same would not include an Administrator unless he is a member of the sub  

committee  of the disciplinary committee which is constituted for  dealing  

with  the misconduct of  any office bearer including all  its constituents as  

envisaged under Clause 32, would be  a far fetched interpretation so as to  

hold that unless  an Administrator  is appointed on a sub committee for the  

purpose of  constituting a disciplinary committee under Clause 32 of  the  

Regulation, he cannot be treated as an ‘Administrator’ within the meaning  

of Clause 1(n)  of the Regulation  and that it would not  clothe  him with any  

legal  right  to  maintain   an  action  in  law  against  the  BCCI   even  for  

challenging the arbitrary amendment, is difficult  to agree and  accept.   

13.  On the contrary, I find  sufficient  force and substance  in the  

contention of the  counsel for the  appellant that the suits were filed  by the  

appellant   in the capacity  of past president of the BCCI since he was an  

Administrator  within   the  meaning  of  the  said  definition  enumerated  in  

96

Clause 1(n) of the Regulation.  As such,  he was competent to institute a  

suit  in his individual capacity  since Clause 1(n)  of the Regulation cannot  

be allowed to result into a provision rendering it nugatory by overlooking the  

express provision of the definition of Administrator which unambiguously  

includes past President, by extracting or attributing interpretation to it with  

the  aid  of  Clause  32  of  the  Regulation,  which  is  not  even  remotely  

connected  with  the  definition   and  meaning  of  the  expression  ‘past  

President’ but is a separate and specific provision to deal with merely the  

consequence of misconduct  and its procedure to deal with the cases of  

alleged misconduct which does not envisage dealing with cases wherein  

the legality and efficacy of any amendment to the Regulation of the BCCI is  

under challenge.  

14. In the instant  matter while dealing with the question  of ‘locus  

standi’ as to whether  the petitioner/appellant was legally entitled to institute  

a suit  for challenging the amendment or not,  Clause 1(n) of the Regulation  

which includes ‘past President’ within the definition of ‘Administrator’ is the  

only relevant provision in my view and to dilute its effect, reliance cannot be  

placed on Clause 32 of  the Regulation as it  deals  exclusively with  the  

procedure for dealing with the cases of misconduct of the office bearers of  

the BCCI and  its other constituents like  Player, Umpire etc.  In my view,  

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this interpretation on the ground that the same would lead to a purposive  

interpretation  of  the  expression  ‘Administrator’  is  neither  literal  nor  

purposive.   When  Clause  1(n)   clearly  and  explicitly  defines  the  term  

‘Administrator’ and declares expressly  that an ‘Administrator’ shall mean  

and  include  present   and  former   Presidents,  Vice  Presidents,  Hony.  

Secretaries,  Hony.  Treasurers,  Hony.  Jt.  Secretaries  of  the  Board,  and  

includes  even past and present Presidents and Secretaries  of Members  

affiliated to BCCI so much so that even a representative  of  Member or an  

Associate  Member  of  Affiliated  Member  of  the  Board   and  any  person  

connected  with  any  of  the  sub  committee  appointed  by  the  Board  as  

defined  in  the  Regulation  of  the  BCCI  has  been  included  within  the  

definition  of  Administrator,  it  would  be  difficult  to  hold  that  such  

Administrator  also  has  to  be  a  member  of  a  sub  committee  which  is  

constituted  for  dealing  with  misconduct  in  order  to  challenge  the  

amendment introduced in the Regulation completely missing that the power  

to challenge amendment of BCCI is altogether different from dealing with  

cases of misconduct against players, umpires or administrator.  

15. A plain and literal interpretation of the Rule clearly indicates that  

the  past  presidents  also  have  been  unequivocally  included  within  the  

meaning   of  ‘Administrator’  and  while   an  Administrator  can  also  be  

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included  as  a  Member  of  the  Sub-Committee  for  the  Disciplinary  

Committee,  it  cannot  be interpreted so as to  infer  that  former president  

stands excluded from the definition  of Administrator  until and unless  he is  

a member of  the Sub-Committee for disciplinary proceedings.  It is difficult  

to accept  that this would be so in order to give it a purposive  interpretation  

as no purpose in my opinion can possibly be inferred from this,  on the  

contrary,  the purpose is writ  large that it  amounts to grant exemption to  

Respondent  No.2  from getting  trapped into  the  bar  imposed by  Clause  

6.2.4 of the Regulation of the BCCI which laid down that “Administrator  

shall  have no direct  or  indirect  commercial  interest  in  any event  of  the  

BCCI.”   With  utmost  respect,  to  hold  it  to  be a  purposive interpretation  

would  amount  to  overlooking  the  express  provision  of  the  definition  of  

Administrator given out in Clause 1(n) of the Regulation which lays down  

that  the Administrator will include not only  existing presidents of the BCCI  

but also past president, so much so that even a representative  of member  

or  an  associate  member  have  been  included  within  the   definition  of  

Administrator.

16. It is explicitly clear and not even remotely ambiguous that the  

object and purpose of Clause 32 is merely to lay down the procedure for  

dealing with misconduct of any player, umpire, administrator etc. and it is  

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not even vaguely connected with the procedure, object or efficacy of the  

amendment  in  the  Regulation  nor  the  mode and manner  of  introducing  

amendment in the Regulation so as to infer that unless an Administrator  

whether past or present is member of the disciplinary committee or sub-

committee,  he  cannot  be  held  competent  to  initiate  action  against  any  

illegality of the BCCI introduced by way of amendment into the Regulation  

or  otherwise,  is  clearly  an  argument  which  is  out  of  context  and  has  

absolutely no relevance to the question of locus standi of an administrator  

to challenge an amendment introduced in the Regulation.  

17. To  say that past president would mean  to infer only those past  

president  who  are  members  of  the  sub  committee  of  a  disciplinary  

proceeding, in my view, amounts to deviating from the express meaning  

and intention of the Rule so as to oust the past president from the affairs of  

the  BCCI,   contrary   to  the  express  provision  of  the  Regulation  which  

cannot be held  to be a correct  or purposive  interpretation of the Rule as  

this does not give effect to any purpose or laudable object which can be  

held to be serving the cause of justice, fair play  and interest of the BCCI.  

On the  contrary,  it  results  into  a  restraint  or  hindrance  to  guarding  the  

interest  of  the  BCCI  from  indulging  in  any  malpractice  obstructing  the  

course of justice and fair play.  

10

18. We have also to bear in mind  at this stage that the instant  

matter is not even remotely connected with any disciplinary action to  be  

taken against any member, as the specific issue in the suit is whether the  

amendment   could  have  been introduced by  the  BCCI  in  Clause  6.2.4  

ignoring and overlooking  the fact that  the existing office bearer  of  the  

BCCI cannot be allowed to  participate  in the auction for  owning IPL or  

Twenty 20 matches as it would clash  and conflict with the interest of the  

BCCI.

19. We  have  to  remind  ourselves  the  well-settled  principle   of  

interpretation that when the  language in a statute is plain and  admits of  

one meaning, the task of interpretation  can hardly be said to arise,  as in  

the  instant matter, where the definition of  ‘Administrator’  has been clearly  

given out  in the Regulation of  the BCCI.   But in order to oust  the past  

President  and  his  competence  to  challenge   the  action  of  BCCI  from  

questioning the  speedy and hurried amendment introduced by the BCCI in  

order to assist respondent No.2 from participating  in the bidding process  

for   owning  Chennai  Super  King and then to  interpret  the definition of  

‘Administrator’ so as to  hold that he was not competent to file a suit,  can  

hardly  be  held  to  be  giving  effect  to  a  purposive  and  meaningful  

10

interpretation to the expression ‘Administrator’ as the purpose or object to  

serve some  just cause is totally missing.   

20. If  we were to dig at  the  labyrinth of  the archives of  judicial  

precedents, we may take note of the case of The Attorney General vs. The  

Mutual Tontine  West  Minster  Chambers Association, Limited (1876) 1  

Ex.D. 469 as also  Charles Bradlaugh vs. Henry Lewis Clarke, (1883) VIII  

A.C. 354, wherein it was held that “if there is nothing to modify, alter  or  

clarify the language which the statute contains,  it must be construed in the  

ordinary, natural  meaning of the  words and   sentences”.  The safer and  

more correct  course of dealing with a question  of construction is to take  

the words themselves and again if  possible   at their meaning without  any  

first  instance reference to cases. Literal construction of a provision cannot  

be  allowed  to  assume  a  restrictive  construction  without  considering  its  

effect or consequence  which would result from it for they  often point out  

the real meaning of the words.  It is no  doubt true that  if the application of  

the words literally would defeat the obvious intention of the legislation and  

produced a wholly unreasonable result,  we must “do some violence” and  

so  achieve that obvious intention and produce a rational construction.  But  

the question of  inconvenience and unreasonableness must be looked at in  

the light  of  specific events as was held in the case  of  Attorney General  

10

vs.  Prince  Ernest  Augustus  of  Hanover,  (1957)   A.C.  436,  wherein  the  

question was whether  the words used in the statute were capable of  a  

more limited construction.  If not, the well settled rules of interpretation lays  

down that we must  apply them as they stand, however unreasonable or  

unjust the consequence and  however strongly we may suspect that this  

was not the real intention of the  law maker.   

21. It would also be  difficult  to overlook the well settled position  

that if a particular construction does not give rise to anomalies  and the  

words  used  are  plain,   arguments  regarding  inconvenience   is  of  little  

weight.  It is also  equally well settled rule of construction  of statutes that in  

the first instance  the grammatical sense of  the words is to be adhered  to  

and the words of statute must prima facie be given their ordinary meaning.  

Where the grammatical construction of a statute  is clear and manifest, that  

construction  ought to prevail unless there be strong and obvious reason to  

the contrary but when there is no ambiguity  in the words, there is no room  

for construction.  If the language  of a  statute is clear and unambiguous,  

the  court must  give effect to it  and it has no right to extend its operation in  

order to carry out the real or supposed intention  of the Legislature/Law  

maker.   When the  language  is  not  only   plain  but  admits  of   just  one  

meaning, the task of interpretation  can hardly be said to arise.   What is not  

10

included by the Legislature  (law maker), the same cannot be undone by  

the  court  by  principle  of  purposive   interpretation.    This  was  the  view  

expressed by this Court also in the matter of   Dental Council of India and  

Anr. Vs.  Hari Parkash and Ors., (2001) 8 SCC 61 wherein it was held that  

it cannot ignore the obvious (provision) and object and the  intention of the  

Legislature apparent from the context and so interpret and construe  it, so  

as to enlarge the scope of its  application by  imparting into  it,  meaning  

by implication,  which  do not necessarily  arise.    

22. Taking into consideration  the aforesaid  salutary principles  of  

interpretation,  I  am  clearly  of  the  view  that  the  definition  of  the  term  

‘Administrator’ does  not exclude  the past president  from the meaning of  

Administrator   so as to hold that the action taken by the Administrator by  

filing  a civil  suit  and questioning the amendment  introduced by the BCCI  

in  Clause  6.2.4  was  not  fit  to  be  entertained  on  the  ground   that  the  

appellant had no  locus standi  to challenge the amendment on the ground  

of  his competence or locus standi.  I, therefore, find it hard to subscribe  

and agree with the view that only if  a past President is nominated on any of  

the sub-committees of  disciplinary committee of  the BCCI,  he would  be  

deemed to be an Administrator and not otherwise, is a difficult proposition  

to accept.

10

23. I  also find sufficient force and substance in the contention of  

learned counsel for the appellant that as the BCCI discharges important  

public functions  such as the selection of Indian Team and the control on  

the players and has to discharge important public function,  it cannot be  

expected to act arbitrarily whimsically and capriciously so as to hold that  

the two suits are not maintainable  at the instance  of the appellant  who  

although  admittedly  is  the   past  president  of  the  BCCI  and  hence  an  

Administrator, had no locus standi to file even a civil suit and seek order of  

injunction for suspending the effect of amendment on the plea that as he  

was  not  a  member  of  the  sub-committee,  he  was  not  competent  to  

challenge the amendment introduced in the BCCI Regulation.   

24. However, extensive arguments have been advanced by learned  

counsel  for  the  respondents   that  assuming  there  is  violation  of   any  

fundamental right  by the Board, that will  not make the Board  a ‘State’ for  

the purpose of Article 12 of the Constitution. This submission although may  

be correct in view of the ratio of the judgment delivered in the matter  of  

M/s. Zee Tele Films Ltd. And Anr. Vs.  Union of India  And Ors. (2005) 1  

SCR 913,  what is missed by the counsel for the respondents  is that the  

appellant herein has not moved the High Court  under its writ jurisdiction  

under Article 226 or Article 32 of the Constitution before this Court so as to  

10

offer a plank to the respondents to contend that as  the Board is not a  

‘State’  within  the  meaning  of  Article  12,  an  Administrator  under  the  

Regulation  cannot  file  even  a  civil  suit   in  the  capacity  as  former  past  

President   and  hence  an  ‘Administrator’  so  as  to  challenge  an  

unconstitutional amendment in the Regulation of the BCCI.  The counsel for  

the  respondents  has  ignored  while  dealing  with  this  question  that  the  

appellant   had  not  moved   the  High  Court   for  enforcement  of  his  

fundamental right under Articles 226 and 227 of the Constitution nor a writ  

petition  in this Court under Article 32 of the Constitution has been filed  

alleging  infringement  of  his  fundamental  right,  but  has  moved the  High  

Court  by  taking  recourse  to  the  civil  remedy  of  filing  civil  suits  in  the  

capacity as former president of the BCCI merely to ensure suspension of  

the amendment by way of seeking injunction which was introduced as the  

same was not in the interest of the BCCI,  since it gave rise to direct or  

indirect commercial interest of respondent No.2 with the events of BCCI  

and  is  barred  under  Regulation  6.2.4  which  is  sought  to  be  diluted  by  

introducing the amendment in the same.  

25. It may be reiterated  that this appeal by special leave is not a  

petition  under Article 32 of the Constitution but is an appeal under Article  

136 of the Constitution arising out of  an order passed in a civil suit refusing  

10

to grant injunction which was filed in two regular civil suits.  I, therefore, find  

it difficult to accept the contention  of the counsel for the respondents and  

accepted by brother Panchal, J. that merely because the BCCI cannot be  

regarded as an instrumentality of the State, it will have to be held that the  

two suits  filed by the appellant are not maintainable. In order to decide  

whether the plaintiff   has a right to file a civil suit or not, locus standi or  

competence of the plaintiff  alone is to be established and  not  the question  

whether  the  Board  is  a  State  within  the  meaning  of  Article  12  of  the  

Constitution which is  a condition to be fulfilled for invoking the jurisdiction  

under Article 226 and/or 227 of the Constitution as also Article 32 of the  

Constitution but surely not for filing a civil suit or injunction application.  It is  

perhaps in view of the Constitution Bench judgment delivered  in the matter  

of  Zee Tele Films (supra) due to which the appellant herein  had to file a  

civil suit in the capacity  as an Administrator  that  he has neither  filed a  

writ petition under Article 226 and 227 of the Constitution before the High  

Court nor any writ petition under Article 32 of the Constitution before this  

Court  so as to hold that he had no locus standi to file  even a civil suit  

although  he  comes  clearly  within  the  meaning  of  definition  of  an  

‘Administrator’.  Hence, the ratio of the decision in Zee Tele Films (supra) is  

wholly inapplicable and irrelevant to the issue involved in this appeal which  

10

arises out of civil suits and injunctions and the question of locus standi as to  

who can file a suit  or whether the suit filed by the appellant could be held  

maintainable  is the only relevant issue for the purpose of maintainability  of  

the suit   and the injunction applications.   When a civil  suit  is  filed,  the  

question   as  to  whether   a  party  comes  under  the  purview  of  

instrumentality  of  a  State  does not  arise  at  all  and the whole and sole  

consideration would be as to whether the plaintiff had a cause of action to  

file a civil suit, whether he is competent to file a suit and whether the suit is  

maintainable at his instance.  If the civil suit is maintainable on the basis of  

existence of a cause of action, there  is no room for  assailing it by raising a  

constitutional issue that the suit is not maintainable since the BCCI is not  

an instrumentality  of  the  State,  as  the  said  question  is  not  relevant  for  

adjudication  of  a  civil  suit   under  the  provisions  of  the  Code  of  Civil  

Procedure nor the civil courts are the Constitutional Courts to enter into that  

question.   

26. In  fact,  it  may  be  relevant  by  way  of  assistance  to  mention  

regarding one latest order dated 31.1.2011 of the Supreme Court passed in  

Special  Leave  Petition  (Crl.)   No.  10107  of  2010  wherein  a  coordinate  

Bench of this Court upheld the judgment and order of the Kerala High Court  

whereby it was held that  the elected honorary office bearers of the  Kerala  

10

Cricket Association and others like  players, coaches, managers, members  

of  various  committees etc.   are public  servants  within the meaning of  

Section 2 (C)  of the Prevention of Corruption Act 1988 and  the High Court  

of Kerala  had reversed  the judgment  of the Special Court at Kerala which  

had held that they are not public servants.  To elaborate it slightly, it may be  

stated that Special Leave Petition (Crl.) No. 10107/2010 titled T.C. Mathew  

vs.  K.Balaji Iyengar and Ors. was filed  challenging  the judgment of the  

Kerala High Court wherein the substantial question of law which was raised  

before  the  Supreme  Court  in  the  aforesaid  special  leave  petition  was  

whether  the elected office bearers  of Kerala Cricket Association could be  

prosecuted under the Prevention of Corruption Act alleging  offences  under  

Section 13(1)  (c)  and (d)  read with  Section 13(2)   of  the Prevention of  

Corruption Act and whether Section  409, 420, 468, 471, 427 (a) and 201 of  

the Indian Penal Code  was rightly initiated against elected honorary office  

bearers of the Kerala Cricket  Association viz. honorary members of various  

committees,  players,  coaches,  manager,  boys  team  members  etc.   A  

Bench of this Court  was pleased to  dismiss the special leave petition in  

limine by order dated 31.01.2011 and thus upheld the judgment and order  

of the Kerala High Court  which had held that the aforesaid elected officer  

bearers of the Kerala Cricket Association could be  prosecuted  under the  

10

Prevention of Corruption Act and hence  the prosecution had rightly been  

launched.  This judgment although  is not on the point as to whether the  

past President is an Administrator or he has locus standi to challenge any  

illegal action of the Kerala Cricket Association, it surely has a pursuasive  

impact  on the larger issue that the action of the BCCI and its state units  

are  open to challenge even under the Prevention of Corruption Act at the  

instance of anyone  who is concerned with its activities, more so an office-

bearer/Administrator  who is a past  President  in  view of  the definition of  

Administrator incorporated in the BCCI Regulation.  

27.  Thus once,  it  is  held  that  the  Plaintiff/Appellant  is  also   an  

Administrator  of  the  BCCI  in  view of  the  definition  of  Administrator,  his  

competence  to challenge the amendment introduced in the regulation of  

BCCI cannot be held as not maintainable on the ground that BCCI is not a  

‘State’ within the meaning of Article 12 of the Constitution as civil suits can  

surely be filed and can be held maintainable if the plaintiff is able  to make  

out a case that cause of action has arisen for filing a suit and if he is able to  

sustain the cause of action and he also is  able to establish that he is the  

proper party to the suit, the same will  have to be tried by the Court and  

cannot be dismissed on the ground of its maintainability.  In fact, when a  

civil  suit  is  filed  for  seeking  civil  remedy,  the  question  whether  the  

11

contesting party satisfies the condition that it  is an instrumentality of the  

State  is  of  no  relevance  as  the  civil  courts  do  not  have  to  discharge  

constitutional function so as to enter into this question.  If it does, it would  

be traversing   beyond the  boundaries  of  its  jurisdiction.   Hence,  in  my  

opinion, this question is clearly  irrelevant for the purpose of the controversy  

raised in this petition.   

28. The next question that needs to be addressed in this appeal is  

whether  the  High  Court  was  justified  in  rejecting  the  application  for  

injunction at least  to the extent  of keeping  the amendment  introduced  in  

Clause 6.2.4 of the Regulation of the BCCI  in abeyance  specially when  

the appellant  succeeded  in making out a prima facie case to the effect  

that participation  of respondent No.2  in the bid held for IPL matches and  

thus own Chennai  Super King  directly or indirectly came  in conflict with  

the interest of  BCCI as respondent No.2 during and after bidding process  

for the IPL Team admittedly held positions in four capacities  which are as  

follows:-

(c)Treasurer of BCCI;

(d)Vice-Chairman  and Managing Director of India  

Cements Ltd.

(e)Chairman, Managing Committee, Chennai Super  

King; and

11

(f) Ex-officio  Member  of  the  Governing  Council  of  

IPL.

Additionally,  with effect  from September 2008, respondent  No.2 became  

the Secretary of BCCI and, therefore,  the Ex-officio Chief Executive  of  

BCCI  and  also   Convener  of  the  Meetings  of  the  Committees  of  BCCI  

including  IPL and Champions League.

In this context, I find substance in the plea of learned counsel appearing for  

the appellant that conflict of interest does not require actual proof of any  

actual  pecuniary  gain   or  pecuniary  loss  as  the  principle  of  ‘conflict  of  

interest’ is a much wider, equitable, legal and moral  principle which seeks  

to prevent even   the coming into existence  of a future and/or potential  

situation  which would inhibit  benefit  or promise through any commercial  

interest  in  which   the  principal  actors  are  involved.   I  also  equally  find  

substance in the contention that the entire purpose of ‘conflict of interest’  

rule is to prevent and not merely to cure situations where the fair and valid  

discharge  of one’s  duty can be affected by commercial interests  which do  

not  allow the fair and fearless discharge of such duties.  On this aspect, it  

has  been  substantiated  that  respondent  No.2  necessarily  was  privy  to  

highly  sensitive information about the bidding process, the design of the  

tender, the rules of the game, the future plans of BCCI in respect of IPL and  

11

so on and so forth.  It is contended that it is inconceivable  that such insider  

information to which any major office bearer of BCCI would necessarily be  

privy, would not have used and misused both potential and actual materials  

by respondent No.2 in the capacity of a bidder through his  company India  

Cements Ltd.  Thus, I find  it is correct to submit  that no  artificial Chinese  

walls  can  be  assumed  to  exist  between  the  multiple  personalities  and  

activities of respondent No.2 both as tender issuer  and as a bidder.  It is  

for this reason that courts have  levied and lined the principle of  ‘conflict of  

interest’ both  with the fiduciary character of a person who should  not put  

himself  in a conflict  situation and with the principles of a trustee dealing  

with a cestui que trust.   In support of this submission, learned counsel has  

relied on Pierce Leslie Peter & Co. Ltd. vs. Violet Ouchterlony Wapshare &  

Ors.  (1969) 3 SCR 203  paras 3 and 4.  In this context, the reasoning to  

the effect that there was no clear case of ‘conflict of interest’  which could  

be cited by the appellant  with  adequate proof  has  no force in  view of  

Clause 6.2.4 as it clearly incorporates that no Administrator shall have any  

direct  or  indirect  commercial  interest  in  the  events  of  the  BCCI  and  

amendment was introduced in this clause making IPL Champions League  

and Twenty -20  the international matches  an exception to the same.  Thus  

although anyone might  not  have indulged in  creating actual  loss to  the  

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BCCI by any of his actions, the fact remains that by virtue of his position as  

a  Chairman  of  a  company  which  participated   in  the  bid  to  own  IPL  

tournament  and at the same time holding the position of an office bearer of  

the BCCI, is   clearly bound  to result into conflict of interest of the BCCI.  It  

is  altogether  a  different  matter  that  the  appellant  has  also  tried  to  cite  

example that the respondent No.2 as franchise holder  for Chennai Super  

King was compensated approximately for Rs.47 crores by respondent No.2  

on account of cancellation of a match.  However, this is not the stage to rely  

on this part of the allegation even if it is by way of an example as the suit is  

still  pending  before  the  High  Court,  but  the   fact  remains   that  the  

respondent  No.2  by  virtue  of  his  position  as   Vice-Chairman   and  

Managing Director of   India Cements Ltd.  and ex-officio Member of the  

Governing  Council  of  IPL clearly  came in his  way to  participate  in  the  

auction held by the BCCI for IPL matches and it is for this very purpose that  

the amendment was hurriedly introduced so that the respondent  No.2  may  

not be held disqualified from owning IPL Chennai Super King.

28. In  fact,  the  concept  of  ‘conflict  of  interest  management’  has  

increasingly drawn the attention of  governments and citizens alike in all  

advanced  countries  including  United  States  of    America  over  the  last  

several years as has been  the case in much of the rest of the world.  Even  

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a century ago in the case of Bray vs. Bradford (1896) A.C. 44, it was held  

that the directors as fiduciaries  must not place themselves in a position in  

which there is conflict  of interest between the duties to the company and  

their  personal  interests or duties to others.   The courts have adopted a  

severe  method  of  ensuring  that  the  trust  and  confidence  reposed  in  a  

fiduciary such as  a director are not  abused  and the fundamental principle  

was stated by Lord Herschell in the aforesaid case (supra) when it was held  

as follows:-

“it  is  an  inflexible  rule  of a  court  of equity  that  a  person in  a  fiduciary  position…is not, unless otherwise expressly provided, entitled to make a  profit; he is not allowed to put himself in a position where his interest and  duty conflict.   It does not appear to me that this rule is, as has been said,  founded  upon  principle  of morality.  I  regard  it  rather  as  based  on  the  consideration that, human nature being what it is, there is danger, in such  circumstances, of the person holding a fiduciary position being swayed by  interest  rather  than  by duty,  and  thus,  prejudicing those  whom he  was  bound  to  protect.  It  was  therefore  deemed  expedient  to  lay  down  this  positive rule”.

In fact, the BCCI itself took care to ensure this principle by incorporating  

clause 6.2.4 wherein it laid down that “no administrator shall  have directly  

or indirectly any commercial interest in any of the events of the BCCI”.  But  

thereafter, the BCCI  without any deliberation and discussion introduced an  

amendment  into  this  clause  by making  Twenty  -20  IPL   or  Champions  

League Matches an exception to this rule for which the respondent could  

not come out with any plausible explanation.   

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29. Thus in my view,  the  appellant  clearly   came   out    with  a  

strong  prima facie case  that the amendment  was introduced with   an  

oblique  motive   to benefit  respondent No.2 so that he could not be  held  

disqualified  from participating in the auction and own Chennai    Super  

King    while   continuing      as     Treasurer and thereafter as   Secretary of  

the     BCCI  and hence an Administrator  and thus  the  appellant  in  my  

considered opinion, succeeded in establishing his plea 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 was  

introduced not to promote the  game of cricket but to promote the interest of  

the 2nd  respondent as it is more than clear that without  the amendment,  

Respondent No. 2 would not have been entitled to participate in the bid as  

he was a Treasurer of the BCCI and hence without  the amendment he was  

not eligible even to participate in the bid and enjoy dual status of that of an  

office bearer of the BCCI as Treasurer and also own Chennai Super King.  

30. The  plaintiff/appellant  in  my  view  and  perception  based  on  

consideration of the concept of conflict of interest and its implication surely  

succeeded in making out a prima facie case that this resulted in serving  

commercial  interest  of  respondent No. 2 which gave rise to conflict of  

interest   with  the  activities  of  the   BCCI   since  Respondent  No.2  as  

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Administrator/office bearer was able to influence the decision of the BCCI  

by  being  a  treasurer  and  simultaneously  also  participated  in  the  IPL  

auction,  clearly  giving rise  to  commercial  interest  which is  barred  if  the  

amendment had not been introduced.  Even at the risk of repetition,  it is  

essential  to  highlight  that  the  BCCI  regulation  itself  acknowledges  this  

position when it lays down in clause 6.2.4 that “no Administrator shall have  

direct or indirect commercial interest in any events of the BCCI”, but dilutes  

its effect by amending it and making IPL, Champions League  and Twenty-

20  matches  as  an  exception  which  is  the  most  lucrative  and  revenue  

generating event.  If the Administrator is clearly barred as per Regulation  

from having any commercial interest in the events of BCCI, it is beyond my  

comprehension   as  to  how only  one  class  of  matches  which  was  IPL,  

Twenty-20  and  Champions  League  could  be  treated   an  exception  by  

allowing an office bearer to participate in the bid but preventing him from  

other  matches  including   Test  Matches.   The  plaintiff/appellant,  in  my  

opinion thus,  fully succeeded in making out a prima facie case that this  

amendment smacks  of arbitrariness and bias in  favour of the Respondent  

No.2  and  hence  it  was  a  fit  case  for   grant  of  injunction  keeping   the  

impugned amendment introduced  in Clause 6.2.4 of the BCCI Regulation  

under suspension or abeyance.   

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31. However, since the Respondent No.2 has already participated  

and succeeded in the bid and is also  owning the Chennai Super King, it  

may be  appropriate to leave it open to him to exercise his option whether  

he wishes to continue as an office bearer of the BCCI or own  IPL Chennai  

Super King since in view of Regulation 6.2.4, bereft of amendment, he was  

not eligible even  to participate in the IPL auction as it clearly generated  

commercial interest of an office bearer/Administrator in the events of BCCI,  

directly or indirectly.  In my considered view, the plaintiff/appellant  succeed  

in making out  his case to the extent that the amendment was fit to be kept  

under suspension by granting an injunction against the amendment at least  

until the suit was finally decided.  The Courts below while considering the  

application for injunction was fully competent to mould  the relief in a given  

circumstance or situation which it has  miserably  failed to do.  But as the  

event of bidding has already taken place even before the amendment was  

introduced in  the  BCCI  Regulation  and the   amendment  was  fit   to  be  

suspended, the respondent No. 2, in my opinion,  will have to exercise his  

option whether he wishes to continue owning IPL and operate  Chennai  

Super King or is more interested in managing the affairs of BCCI as an  

Administrator  with fairness, probity and rectitude by divesting himself from  

commercial interest which directly or indirectly results in conflict of interest  

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with the activities of the BCCI which was clearly barred under Regulation  

6.2.4 but   has been diluted  by introducing an amendment after the IPL  

auction had already been held when Respondent No.2 was ineligible even  

to  participate  in  the  auction.  Hence,  the  impugned  amendment  dated  

27.9.2008  was fit to be suspended by granting injunction against the same.  

This is clearly so  as it would be difficult to overlook that multiple loyalties  

can create commercial interest  with the activities  of  BCCI  thus resulting  

in conflict of interest since the financial or personal interest of the Board  

would clearly be inconsistent with the commercial and  personal interest  of  

the Administrator of the Board.  In addition, the rule of  equity and fairness  

provides that   no one  who stands in  a position of trust towards another  

can in  matters  affected by that  position,   advance his  own interests for  

example, by  trading and making a profit at that  other’s expense as the  

rule  of legal prudence  mandates that once a fiduciary is shown  to be   in  

breach of his duty of loyalty,  he must disgorge any benefit  gained even  

though he might have   acted honestly  and in his principal’s best interest.  

In the instant matter, when  the BCCI held auction for owning IPL Team  

and an Administrator – the respondent No.2 participated in the bid, variety  

of  real  and/or  perceived conflict  of  interest  cannot  be ruled out.   These  

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included access to  insider  information,  possible  undue influence  on  the  

decision makers who held the auction and the like.  

32. Hence,  I  deem it appropriate to allow these appeals and grant  

injunction  by  directing  suspension  of  operation  of  the  impugned  

amendment dated 27.9.2008 introduced in Regulation 6.2.4 of the BCCI. In  

case, the Respondent No. 2 – Sri. N. Srinivasan opts  to continue owning  

and operating IPL Chennai Super King, he shall be at liberty to do so but in  

that event he shall be restrained from holding any office in the BCCI in any  

capacity whatsoever in view of the reasons assigned  hereinabove.  

………………………..J. (Gyan Sudha Misra)

New Delhi April 28, 2011

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IN THE SUPREME  COURT  OF INDIA

CIVIL APPELLATE  JURISDICTION

CIVIL APPEAL  NO.  3753     OF 2011 (Arising  out of SLP  (C) No. 12181 of 2010)

A.C. Muthiah          ... Appellant

Versus

Board of Control for Cricket in India and another                  ...Respondents  

WITH

CIVIL APPEAL  NOs. 3754-3756   OF 2011 (Arising  out of SLP  (C) Nos. 12232-12234 of 2010)

ORDER

Since  there is  difference  of  opinion,  let the papers  of  these  

matters  be placed  before the Hon'ble  the Chief Justice  of India  for  

being assigned to appropriate Bench.

..................................J. [J.M. PANCHAL]

..................................J. [GYAN SUDHA  MISRA]

New Delhi; April 28, 2011

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