JUDGMENT : - Heard counsel for the parties. Admit. Counsel for the Respondents in the respective appeals waive service. Matter is heard finally in terms of order dated March 21, 2006. All parties have agreed for final disposal of the appeals in view of the urgency.

Perused the pleadings and relevant documents on record.

2. These appeals can be disposed of by a common Judgment as the same are directed against the common Judgment passed by the Trial Court on the two separate Notice of Motions filed by the respondents/plaintiffs in the same suit. These appeals are directed against the Judgment and order passed by the City Civil Court, Mumbai dated February 22, 2006 on Notice of Motion No.4439 of 2005 and Notice of Motion No.152 of 2006. Both the motions are filed by the respondents/ plaintiffs in S.C. Suit No.5154 of 2005.

3. Briefly stated, it is the case of the Plaintiffs that the plaintiff No.1 was admitted as Founder Member of the Appellant No.1/defendant No.1 club on the recommendation of defendant No.3 club. Defendant No.3 club is a member of Defendant No.4 Association. As per Article 5(h) of the Articles of Association of Defendant No.1 Club, the Member Clubs were entitled to recommend six persons to be the members of the Club House. Article No.5(h) is to be read with Clause (b) and (c) of the Resolution recorded in the Preamble of the Regulations formulated for management of the Defendant No.1, which was governed by Regulation adopted originally in August, 1971 subsequently amended on 12th September, 1973 and further amended on 18th September, 1974. As per the regulations of the Defendant No.1, as it prevailed at the relevant time when the plaintiff No.1 was admitted as a founder member, it provided that the clubs affiliated to defendant No.4 prior to 30th September, 1968 shall recommend only six persons to be members of the defendant No.1 club House. It further provided that clubs affiliated thereafter, but prior to 28th October, 1971 shall recommend only two persons to be the members of the club house. Clause (c) of the Resolution as adopted further provided that out of six names recommended by the clubs affiliated to defendant No.4 Association prior to September 30, 1968, three persons shall be recommended as "founder members" who shall pay entrance fee in full and that the other three persons may pay the entrance fee in suitable instalments within a period of twelve months. It is then provided that two persons recommended by the clubs after 30th September, 1968 but prior to 28th October, 1971 shall pay entrance fee in full.

4. In so far as the Plaintiff No.1 is concerned, he was admitted as member on the recommendation of defendant No.3 club sometime in August, 1973. Since then the plaintiff No.1 has been enjoying the status of "founder member" of the defendant No.1 club. The defendant No.1 club was subsequently registered as a Company under the provisions of the Companies Act. Certificate of incorporation issued in favour of the defendant No.1 club as Company by the Registrar of Companies under section 25 of the Companies Act is dated 6th April, 1993. The Memorandum of Association of defendant No.1 as adopted, in particular clause III, sub - clause A - 1, which is relevant for our purpose would read thus:

"To acquire, and take over as a going concern the effects, assets and liabilities of the present unincorporated Club House at Wankhede Stadium, D - Road, Churchgate, Bombay - 400 020, including its outstanding debts if any and to accept and enroll its present members of all categories as its members, and to run and manage the said B.C.A. Garware Club House with its applicable resolutions and resolutions effective immediately prior to the incorporation of the Company with the same effect and applicability as hitherto." (emphasis supplied)

It is thus seen that the defendant No.1, as a consequence to its registration as Company under the provisions of Companies Act, accepted and enrolled the members of the former

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