ORDER :

One Mr. M. Muthukaruppan, petitioner (2nd Respondent herein) preferred a petition under Section 97 of the Companies Act, 2013 read with Rule 74 of the National Company Law Tribunal Rules, 2016 for obtaining the directions of the Tribunal to call of an Annual General Meeting of ‘Madras Race Club’ (1st Respondent herein) for the Financial Year 2015-16. The following prayer were made therein:

“5. RELIEF(S) SOUGHT:

In view of the facts mentioned above, the Petitioner prays for the following:

5.1 That directions be issued by the Hon’ble Tribunal for calling of the Annual General Meeting of MRC in accordance with Section 97 of the Companies Act, 2013, for consideration of financial statements, appointment of members of the Committee of Management, appointment of statutory auditors and other matters as required in terms of the Act and the Articles of Association of MRC; and

5.2 That any other ancillary or consequential directions be made as the Hon’ble Tribunal may deem fit and appropriate in the facts and circumstances of the case.”

2. In the said petition no interim relief was sought for by the petitioner (2nd Respondent). However, when the matter was taken up on 29th August, 2017, the Tribunal after taking into consideration the affidavit filed by the 1st respondent with regard to the individual notices sent to 640 persons whose names appeared against one or other categories viz. (i) Not having submitted an application form to be admitted to the member of the club and (ii) not having paid the requisite entrance fees, the Tribunal passed the following order :

“Counsel for Petitioner present. Counsel for Respondent also present. An affidavit on behalf of the Respondent is filed with regard to the individual notices sent to 640 persons whose names appear against one or both of the categories viz., (1) Not having submitted an application form to be admitted to the member of the club, (2) Not having paid the requisite entrance fees. The affidavit is placed on record. During course of arguments, the counsel for Respondent suggested that, in the circumstances, there is a requirement of an independent person to scrutinize the record and to decide the issue in relation to the genuineness of members of the Club to whom the notice may be issued for the purpose of AGM. The suggestion has been accepted by the Petitioner subject to the condition that the independent person should not be the member of the Club and a time limit should be fixed for taking the decision on the issue under reference. The Counsel for Respondent has suggested the name of the Retired Hon’ble Justice Mr. K.P. Sivasubramaniam and submitted that he has already sought the consent of the Hon’ble Justice. Accordingly, we appoint Retired Hon’ble Justice Mr. K.P. Sivasubramaniam for determining the genuineness of members of the club and decide the genuineness of the membership whose names could find place in the register of members for the purpose of giving notice for AGM. This exercise shall be undertaken within four weeks subject to the convenience of the Retired Hon’ble Justice Mr. K.P. Sivasubramaniam.

Counsel for Respondent is directed to obtain a copy of this order and send it to the Retired Hon’ble Justice Mr. K.P. Sivasubramaniam for carrying out the assignment mentioned in the order. The fees of the Hon’ble Justice (Retd.) has to be decided mutually on agreed terms and the Club shall pay the same. The report shall be submitted within six weeks i.e. on or before 17.10.2017. Put up on 17.10.2017 at 10.30 A.M.”

3. The Madras Race Club (1st Respondent), thereafter filed a memo, enclosing the report submitted by the Hon’ble Retired Judge of the Madras High Court. The Tribunal taking into consideration the aforesaid report, passed the impugned order dated 13th December, 2017, which reads as follows :

“Counsel for both the parties are present. Counsel for the Respondent submitted memo giving details about the Members who have not been in a position to make compliance with