Suraj Prakash Arora v. Union Of India & ORS.

$~57 * IN THE HIGH COURT OF DELHI AT NEW DELHI + W.P.(C) 3438/2025, CM APPL. 16149/2025 and CM APPL. 63306/2025 SURAJ PRAKASH ARORA .....Petitioner Through:

Mr. Prateek Kumar, Ms. Aarushi Jain, Mr. Yojit Pareek, Ms. Ankita, Mr.

Prassant Kumar Sharma, Chetan Charitra, Advocates.

versus UNION OF INDIA & ORS.

.....Respondents Through:

Mr. Rohan Jaitley (CGSC), Mr. Dev Pratap Shahi (Adv), Mr. Varun Pratap Singh (Adv), Mr Yogya Bhatia (Adv) for R-1 and 2.

Mr. Manik Dogra, Senior Advocate with Mr Lalltaksh Joshi, Mr Dhruv Pande, Mr Imon, Mr Sameer Gupta, Ms Minu Kumari, Advocates for R-3.

CORAM:

HON'BLE MR. JUSTICE PURUSHAINDRA KUMAR KAURAV

O R D E R

% 02.02.2026 1.

The petitioner, a member of the respondent no. 3 viz. Roshanara Club Limited (hereinafter "said Club"), a company constituted under the Companies Act, 1956, has filed the instant writ petition seeking the following reliefs:

"a. To issue a Writ of Mandamus or any other Writ or order or appropriate The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.

direction against the respondent no. 2 for holding the Respondent No. 2 for holding the respondent no. 3 liable for default in holding the Annual General Meeting;

b. Pass any other order as this Hon'ble Court may deem fit in the interest of justice and fair play."

2.

The gravamen of the petitioner's lis lies in seeking redressal of the mismanagement happening in the said Club. Qua this, the petitioner has agitated his grievance in the following terms in his petition: "2. That the Petitioner has filed the present Petition due to malpractices and corrupt practices which are happening in the Respondent No. 3 club, whereby, now the Respondent No. 3 club is not holding Annual General Meeting for the year ending 31.03.2023 till today. ...

6. That the Respondent Club is now in possession of the Delhi Development Authority (DDA), I 02nd Annual General Meeting of Respondent Club scheduled for 29.09.2023 could not be conducted. Jn the said meeting Annual Election for new Managing Committee posts was to take place as the term of the earlier Managing Committee members posts has expired and since the Annual Meeting was never Conducted the Managing Committee is operating functus officio.

...

8. That the present Writ Petition is based on the facts, incidents and conduct of the directors of the Respondent Club before the eviction and sealing of the Respondent Club. That the managing committee and directors are misusing their position of power and their access to the Respondent Club fund to support their corrupt and personal gaining practices which is further explained in detail on the grounds taken for the current Petition. ...

10. That it has come on record by way of annual report and forensic audit report that there are malpractices, scams and corruptions in the affairs of the day-to-day business of the Respondent Club. A copy of the relevant forensic report dated 03.02.2018 is annexed herewith as ANNEXURE P-4. ...

12. That it is a matter to take notice of that even after the Respondent Club was sealed off by DDA. There were no efforts made by the Respondents to conduct the Annual General Meeting, not even virtually. That the Respondents being Directors of the Respondent Club are now misusing and manipulating their position by still being in the Managing Committee even when their status is functus officio which was to retire and are conveniently using the funds of the Respondent Club for corrupt practices."

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3.

A bare perusal of the averments made in the petition reveal that the petitioner is aggrieved by the manner in which the said Club has been operating/functioning.

4.

Section 241 of the Companies Act, 2013 then provides as under: "241. Application to Tribunal for relief in cases of oppression, etc.

(1) Any member of a company who complains that- (a) the affairs of the company have been or are being conducted in a manner prejudicial to public interest or in a manner prejudicial or oppressive to him or any other member or members or in a manner prejudicial to the interests of the company; or (b) the material change, not being a change brought about by, or in the interests of, any creditors, including debenture holders or any class of shareholders of the company, has taken place in the management or control of the company, whether by an alteration in the Board of Directors, or manager, or in the ownership of the company's shares, or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to its interests or its members or any class of members, may apply to the Tribunal, provided such member has a right to apply under section 244, for an order under this Chapter.

(2) The Central Government, if it is of the opinion that the affairs of the company are being conducted in a manner prejudicial to public interest, it may itself apply to the Tribunal for an order under this Chapter. ....."

5.

Assuming the petitioner has the locus standi to agitate a lis against the internal management of the said Club,1 the same can be appropriately dealt with by filing an application under Section 241 of the Companies Act, 2013. The reliefs which the NCLT can grant under Section 242 of the Companies Act, 2013, upon there being a finding of oppression or mismanagement, are broad and diverse, and include directions of the kind sought for in the present writ petition.

1 For an analysis on locus standi in this context see Mr. Sourav Daspatnaik v. Mr. Stratgrwoth Business Advisors LLP, 2025:DHC:11971.

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6.

With there being an alternate efficacious remedy under the Companies Act, 2013, there appears to be no reason, as to why the petitioner, must not first, exhaust the said remedy. A direct walk-in form of Article 226 petition ought not to be entertained in such a scenario. 7.

In light of the facts and circumstances of the case and the law discussed above, the Court deems it appropriate to grant liberty to the petitioner to pursue the appropriate alternative remedy. 8.

With the aforesaid observations and liberty being granted to the petitioner, the instant petition stands disposed of along with all pending applications.

9.

Nothing stated hereinabove shall however amount to any expression on the merits of the case.

PURUSHAINDRA KUMAR KAURAV, J FEBRUARY 2, 2026 Nc/ksr The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.