JUDGMENT :

Soumen Sen, J.

1. This present appeal arises out of a judgment and order dated February 20, 2019 passed by the learned Additional District Judge, 15th Court, Alipore, South 24 Parganas, in Misc. Case (Arbitration) No. 79 of 2018.

The Factual Background

2. The appellant no. 1, i.e. the Indian Golf Union, is a society registered under the West Bengal Societies Registration Act, 1961 and is a federation of all the golf associations in the different states in India. The respondent no. 1, i.e. West Bengal Golf Society, is also a society registered under the West Bengal Societies Registration Act, 1961 and is a union or federation of certain golf clubs in the State of West Bengal. The respondent no. 1 was a member association of the appellant no. 1.

3. The appellant no. 1 issued a notice dated May 4, 2018 for an Extra-ordinary General Meeting ('E.G.M.') of its members, which included the respondent no. 1, to be held on June 6, 2018. The main purpose of this meeting was to amend the Rules and Regulations (2014) of the appellant no. 1. The significant changes brought about in this E.G.M. to the Rules and Regulations (2014) was the mode of settlement of disputes and the criteria for affiliation of a State Golf Association with the appellant no. 1. The existing dispute resolution mechanism in the Rules and Regulations (2014) was replaced by Rule 66 of the Rules and Regulations (2018). Both the old and the new Rules on dispute resolution are set out herein below:-

Rule 70, Rules and Regulations Rule 66, Rules and Regulations (2014) (2018) "All disputes arising within the "All unresolved disputes shall be Union shall be referred to the All settled by the Arbitration India Council of Sports for Commission of Indian Olympic settlement under the Arbitration Association and all affiliated and Conciliation Act, 1996. The All members of the IGU shall India Council of Sports shall voluntarily surrender their right of appoint a panel of Arbitrators out of seeking redress in any court of law." whom parties to the disputes in the Union will select one arbitrator each and the third arbitrator out of the said panel will be mutually agreed upon by the two arbitrators. The arbitration proceedings should be completed within the period specified under the Arbitration Act or within the time extended by the arbitrators with the consent of the parties."

Similarly, the old Rule 2(c) of the Rules and Regulations (2014) specifying the criteria for membership, was replaced by the new Rule 2(c) of the Rules and Regulations (2018), both Rules are set out below:- Rule 2(c), Rules and Regulations Rule 2(c), Rules and Regulations (2014) (2018) "State Golf Associations affiliated "THE INDIAN GOLF UNION will with the Union shall be members of recognize/affiliate only of SGA from the Union. State Golf Associations each State. For such recognition the shall have the following voting following Rules shall apply:- rights only if at least one of its Golf Courses is a Category A or Category The SGA seeking recognition should B Golf Course:..............." be duly registered under the Societies Registration Act 1860 or as per applicable Act, in that State/UT.

The SGA must have, as member (s), all Golf Club(s) as defined in Clause 1(a) of the Rules and Regulations, herein, including Army, Navy and Air Force Clubs, subject to a minimum of 50% of the Clubs, whose functioning conforms to the IGU guidelines. Only Golf Clubs affiliated and recognized by THE INDIAN GOLF UNION are eligible to be members of the SGAs."

The definition of a 'Golf Club' in Rule 1(a) of the Rules and Regulations (2018) is set out below:-

"'Golf Club' means any entity (whether owned by an individual, an association of persons, a society, a company, a body corporate, a statutory authority, a governmental organization or the Government) that is affiliated to THE INDIAN GOLF UNION, or seeking affiliation to the Union, having a functioning golf course and as defined in Clause 4."

The Rules and Regulations (201