Madras High Court · 2025

A.No.2940 of 2025 1560, Sharman Avenue, Evanston IL 60201 – 3698, USA5.Rotary International South Asia Office Pullman/Novotel Commercial Tower, First Floor, Asset No.2 Hospitality District, Aerocity (Near IGI Airport)6.Rotary International Board of Directors, (Corporate Governance) One Rotary Centre 1560, Sharman Avenue, Evanston, IL 60201 – 3698, USA.7.Council of Legislation (Corporate Governance) One Rotary Centre 1560, Sharman Avenue, Evanston, IL 60201 – 3698, USA … Respondents/Respondents/DefendantsFor Applicant : Mr.P.S.Raman Sr., counsel for Mr.Gautam S.RamanFor Respondent : Mr.V.Raghavachari Sr., counsel for Mr.Prasanna D for RR1 to 3Mr.Sathish Parasaran Sr., counsel Assisted by Mr.Siddharth Dutte for Mr.Adithya Reddy for R4O.A.No.633 of 20251.Rotary Club of Sivagiri Rep., by its President Mr.Nanthakumar D No.148, Marappampalayam, No.75 Sivagiri R Gramam, Erode – 638 1092/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 20252.De.E.K.Sagadhevan No.90, Thayumanava Sundaram Street, Poondurai Main Road, Kollampalayam, Erode – 638 002 Charter Member of Rotary Club of Erode Central.3.Rotary Club or Erode Central, Rep., by its President Mr.P.Suresh, No.60, Kalyanasundaram Street, Chennaimalai Road, Erode – 638 009.… Petitioners/PlaintiffsVs.1.Rotary International (Corporate Governance) One Rotary Centre 1560, Sharman Avenue, Evanston IL 60201 – 3698, USA2.Rotary International South Asia Office Pullman/Novotel Commercial Tower, First Floor, Asset No.2 Hospitality District, Aerocity (Near IGI Airport)3.M.Muruganandam4.Rotary International Board of Directors, (Corporate Governance) One Rotary Centre 1560, Sharman Avenue, Evanston, IL 60201 – 3698, USA.5.Council of Legislation (Corporate Governance) One Rotary Centre 1560, Sharman Avenue, Evanston, IL 60201 – 3698, USA … Respondents/Defendants3/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025For Applicant : Mr.V.Raghavachari Sr., counsel for Mr.Prasanna D For Respondent :Mr.Sathish Parasaran Sr., counsel Assisted by Mr.Siddharth Dutte for Mr.Adithya Reddy for R1Mr.P.S.Raman Sr., counsel for Mr.Gautam S.Raman for R3COMMON ORDER Application No.2940 of 2025 had been filed to vacate the interim injunction granted vide order dated 26.06.2025 in O.A.No.633 of 2025 in C.S.No.138 of 2025 and pass such further order.2. Original Application No.633 of 2025 had been filed to pass an interim order of injunction restraining the 3rd respondent from taking charge of the office of RI Director Zone 5 for the period 2025-27, pending disposal of the above Suit.3. Heard Mr.V.Raghavachari learned Senior counsel appearing for Mr.Prasanna D, learned counsel for the respondents 1 to 3 in A.No.2940 of 4/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 20252025 and applicant in O.A.No.633 of 2025 and Mr.P.S.Raman learned Senior counsel appearing for Mr.Gautam S.Raman, learned counsel appearing for the applicant in A.No.2940 of 2025 & 3rd respondent in O.A.No.633 of 2025 and Mr.Sathish Parasaran learned Senior counsel assisted by Mr.Siddharth Dutte learned counsel appearing for Mr.Adithya Reddy, learned counsel appearing for the fourth respondent and 1st respondent in O.A.No.633 of 2025.4. Mr.V.Raghavachari, learned Senior counsel appearing for the applicants in O.A.No.633 of 2025 would submit that there has been a clear infraction of the Rotary Code of policies and bye-laws in respect of the election malpractice during the elections held for the Rotary International Director for the years 2025-27. The process of nomination for the post of Rotary Director was initiated in June 2023 and the third respondent was declared as a nominated candidate. The said nomination was challenged by the third applicant as per the policies of the Rotary Code. The Rotary Club of Coimbatore had also challenged the candidature of the third respondent and had also nominated a candidate on their behalf. In view of the challenge to the nomination, an election was conducted in which the 2nd applicant, 3rd respondent and one other individual had contested. He would vehemently 5/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025contend that the third respondent herein had violated the various Rotary Code Policies and Bye-laws by indulging himself in electioneering. He relies upon various advertisements and whatsapp messages to contend that there has been electioneering by the third respondent which is contrary to the Code and the Bye-laws. Hence, an election complaint was initiated before the first respondent. Referring to clause 26.060, he would submit that the Election Guidelines and Campaigning procedure prohibits campaigning, canvassing and electioneering as such activity is repugnant to the spirit of the Bye-laws and principles of Rotary. He would submit that even if any other Rotarian canvasses on behalf of the candidate, the same should be intervened by the candidate themselves or otherwise, it would tantamount to canvassing/electioneering by the candidate. 5. Further relying upon the clause 26.070, he would submit that the Rotary Code of Policy envisages an exhaustive and a transparent procedure of dealing with the complaints. On the complaint being made, the complainant is also required to furnish a cash bond of US$5,000/-. Thereafter, the first respondent should analysis the complaint and if so required, could also seek for additional information. He would submit that clause 26.070.6 prescribes 6/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025the procedure for Review of Election of President and Director. He would submit that the panel of the Election Review Committee would have to evaluate the complaint and an opportunity of hearing should be given to the complainant before disposing of the complaint. He would submit that in the present case, no such opportunity of hearing was given by the Panel Committee and it had unilaterally decided to close the complaint. The said report of the Review Committee was also not given. The Board which had gone into the report had also accepted the report of the Review Committee. He would submit that the decision of the Review Committee was not given to the complainant, which itself violates the basic principles of natural justice. Without the report of the Review Committee, the Board's decision was sent by e-mail with the rider that the same could be challenged before the Council of Legislation, as provided under Article 5.030 of the policies. The Council of Legislation had also voted against the complainant and had approved the Board's decision. 6. He would further submit that only during the pendency of these proceedings and the direction of this Court, the findings of the Review Committee were placed before this Court with the copy served on them. He 7/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025would submit that the Review Committee had not considered the materials in the proper perspective and had not assigned any reasons holding that the complaint has not been made out. Having given such findings, a recommendation has been made holding that some other Rotarian had involved in electioneering in favour of the third respondent for which action should be initiated. He would submit that when such a conclusion had been arrived at by the Review Committee, then the Code of Policies holds the candidate to be responsible even for an electioneering by any other Rotarian. Therefore, it directly impeaches the candidature of the third respondent and hence, on that ground alone, the Review Committee decision would have to be held to be bad. Hence, he seeks an interim injunction as prayed for. 7. Countering his arguments, Mr.Sathish Parasaran, learned Senior counsel appearing for the first respondent would contend that the claim of the Electioneering by the third respondent who was candidate of the International Director Election had been negatived by the Review Committee. He had placed the Report of the Review Committee in its entirety. Relying upon the various findings in the Review Committee's report, he would submit that it is not a rejection without assigning any reasons, but the complaint and other 8/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025documents as well as the reply have been fully considered by the Review Committee. He would further submit that the learned Senior counsel appearing for the applicant by reliance upon the recommendations particularly to take action against other Rotarian would itself show that the complaint of the applicants had been thoroughly gone into by the Review Committee. Therefore, he would submit that arguments that the Review Committee had not considered the various materials is a fallacy. He would submit that the recommendation of the Review Committee is not final. The same is placed before the Board of Directors of the Rotary International, which after application of its mind had also concurred with the Review Committee's findings and recommendations and had rejected the complaint. He would submit that the applicants have exercised their right of appeal before the Council of Legislation. The appeal along with the findings of the Review Committee and the decision of the Board would be circulated to all the members of the Council and the Council by a ballot decides the appeal. In the said process of the 500 Council representatives, 453 have voted in which 405 had voted to sustain the decision of the Board and only 48 voted to overturn the decision. Therefore, the applicants cannot be said to be prejudiced in any manner.9/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 20258.By referring to the provisions of Article 26.070.6, he would submit that the said provision does not mandate a hearing to be given. The panel nominated shall only evaluate the complaint by correspondence. Only if a recommendation of the Committee is made to the President, he may authorise a meeting of the panel at a given time and place. Even in the said meeting, it is of the Committee's discretion to grant a personal appearance to any party. In the present case, the evaluation of the Review Committee was only made by the Correspondence. The Committee did not recommend for a meeting to take place at a designated time and place for the Review Committee itself to exercise its discretion of requiring the appearance of the party. In such view of the matter, he would submit that the arguments of the learned Senior counsel appearing for the applicant should not be entertained as the polices envisaged are in-house procedure. In that context, he had relied upon the judgment of the Division Bench of this Court in the case of Chennai Kancheepuram Tiruvallore District Film Distributors Assn., vs. Chinthamani reported in 2001-3-LW-514 and also the decision of the Hon'ble Apex Court in the case of P.Daver vs. Lodge Victoria reported in AIR 1963 SCC 1144.10/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 20259.Mr.P.S.Raman, learned Senior counsel appearing for the third defendant would submit that the nominations to the post of RI Director was announced as early as in September, 2023. The said nomination came to be challenged by two clubs and thereafter, the second applicant and one another person had contested the election along with the third respondent. The voting for the post took place between 31.12.2023 and 31.01.2024. He would submit that the process of election was that the members would be sent a link, which they can visit and cause their vote between the aforesaid dates. The results were announced on 08.02.2024, wherein the third respondent secured 1084 weight-age votes whereas the second applicant only secured 785 weight-age votes. An Election complaint was made immediately thereafter on 19.02.2024. The Review Committee gave its findings in May, 2024 and the Board immediately thereafter, took its decision and the same was also communicated by e-mail dated 24.05.2024. Had it been the claim of the applicant as raised now, they could have challenged the said decision immediately thereafter before this Court. However, they chose to invoke the powers of appeal as provided under Article 5.030 of the Code. The Council of Legislation, the Appellate Authority had voted against the complainant by upholding the decision of the Board by a thumping majority. Even this decision was 11/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025communicated as early as in December 2024. However, the applicants had instituted the Suit when the third respondent was to assume office. Therefore, he would contend that even assuming that the applicant had made a prima facie case for grant of injunction the balance of convenience does not lie in their favour and it wholly lies with the third respondent who had been declared as RI Director Elect as early as on 08.02.2024. i.e., the date on which the election results were announced. He would submit that this Zone consist in its fold five countries namely, India, Sri Lanka, Nepal, Bhutan, and Maldives. These five countries are classified as Zone 5 & 6 which are represented by two RI Directors and the third respondent had been elected as one of the RI Director representing these countries. 10. He would further submit that a detailed programme of the elected RI would be put in place even before they take charge as RI Director, as it involves extensive traveling not only to these five countries, but also to other countries, where these zones are to be represented. Therefore, any injunction that would be granted, would not only prejudice the functioning of the zones as they would go unrepresented and the granting of injunction, would not in any manner enure to the benefit of the applicants. 12/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 202511. He would further submit that unless or until serious malpractice which goes to the root of the election itself is made out, this Court should not grant any injunction and he would submit that it is not the practice of the Court to grant an order of stay of the election or injunct an elected candidate from performing his duties. 12. Mr.V.Raghavachari, learned Senior counsel appearing for the applicant, in reply to the submissions made by the learned Senior counsel appearing for the respondent would submit that there has been serious violation of principles of natural justice in the present case, apart from violation of Court by the third respondent, who had involved in electioneering. He would submit that when an opportunity of hearing has been envisaged under the Code, the same cannot be said to be interpreted, as pointed out by the learned Senior counsel for the first respondent. He would submit that the applicants are ready to for an expedite trial and therefore, there can be no prejudice if an injunction is granted. When a strong prima facie case has been made out, balance of convenience would have to be only held in favour of the person, who had established such prima facie case and therefore, he would 13/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025pray this Court to grant an injunction. In support of his contention that this Court can injunct the elected candidate from performing his duties, he had relied upon the judgment of the Full Bench of this Court in the case of All India Anna Dravida Munnetra Kazhagam Vs The State Election Commissioner and others reported in 2007-2-LW-1 and a judgment of the Bombay High Court in the case of Pandurang Laxman Kadam and others Vs State of Maharashtra and others reported in 2015 SCC Online Bombay 5840.13.I have considered the rival submissions made by the learned Senior counsels appearing on either side and perused the materials placed on record.14.The election to the post of RI Director to Zone 5 & 6 had been initiated in the year 2023 and the third respondent was declared to be the nominated candidate. His nomination came to be challenged by the third applicant herein and Rotary International Coimbatore. The second applicant and one other candidate were proposed as candidates and hence election was conducted with the candidatures second applicant, third respondent and another one between 31.12.2023 and 31.01.2024. The results were declared on 08.02.2024, declaring the third respondent as being elected. An election 14/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025complaint was made immediately thereafter by the first applicant as per the procedure contemplated under the Rotary Code. On compliance with the parameters laid down under the Rotary Code, the Review Committee consisting of three members evaluated the complaint and given its findings. Clause 26.070.6 envisages that such evaluation can be made by the Committee by correspondence. It further envisages that if the Committee recommends for a meeting at a designated place and time, the President may direct the General Secretary to arrange for such meeting at the designated place and time. It further envisages that the Committee may give a personal hearing to the respective parties. It is the claim of the learned Senior counsel appearing for the applicants that such personal hearing envisaged is mandatory. On the other hand, it is the case of the learned Senior counsel appearing for the first respondent that the hearing itself is discretionary that too, only when on a recommendation of the Review Committee and when the President sanctions for the Review Committee to meet a designated place and time. For better appreciation, the said clause is extracted hereunder:-26.070.6 Review of Elections for President and Director:-The panel of the election review committee shall evaluate a complaint by correspondence. However should the election be for the general offices of President or 15/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025director, the President (or the general secretary acting on the president's behalf) may, upon the recommendation of the committee and after consultation with the chair of the election review committee, authorize a meeting of the panel at a time and place determined by the general secretary. At such a meeting, the committee may grant a personal appearance to any party directly concerned in the election under review, at that party's expense.26.070.7 Committee's Report to Board:-Based on its review of the available information, the panel of the election review committee shall report of the available its findings of fact, its conclusions and recommendations and reasons therefor. A copy of the report shall go to the chair of the election review committee, if the chair is not a panel member.15.A reading of the said clause would only indicate that the evaluation by the panel would be done through correspondence. Only when it seeks for a meeting at a designated place and time, such meeting would be permitted by the President. The said Code further provides that at such meeting the Committee may grant a personal appearance to any party. In the facts of the present case, there has been no such recommendation made by the Committee to authorise a meeting at a time and place determined. It is the claim of the 16/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025first respondent that the panel/Election Review Committee had evaluated the complaint by correspondence based upon the records available with them. When the meeting itself had not taken place, there is no question of granting of any personal appearance. 16.The issue raised, particularly whether grant personal appearance is at the discretion of the Committee or whether it is mandatory is left open to be decided in an appropriate case.17. Be that as it may, the Election Review Committee has made the following recommendations:-Conclusions and Recommendations:-1. The complaints are not upheld.2.It is recommended that the Board of RI dismiss the complaints for the reasons set out above.3.In relation to the evidence of electioneering by others, it is recommended that the Board cause letters to be sent to Rotarian Babu, Rotarian Devarajan, AG Admin Uma Shankar, DG Bharanidharan, AG Kumaran and DG Sengutuven drawing to attention the allegations of election campaigning made against them and inviting their response.Reasons:-17/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025The reasons for these conclusions and recommendations are set out above. 18. A recommendation had been made to call for response from a named Rotarian, who were involved in Electioneering. It is not denied by the third respondent that they had campaigned on his behalf, but it is his case that it was not at his behest and that they had done it on their own volition which is not within the control of the third respondent. Having given such a finding, it also requires the Committee to give a finding that it had not been made at a behest of the third respondent, but however, the Committee had not given any reasoning as to why the complaint on that regard has not been made out. It had only recorded the denial of the third respondent. Hence this Court prima facie is of the view that there has been some infraction in the minds of the Review Committee in its recommendations in rejecting the complaint. 19. Having found a prima facie case, the issue of balance of convenience and irreparable injury would have to be addressed. It has been pointed out that the third respondent had been declared as RI Director Elect as early as on 08.02.2024, when the election results were announced. Thereafter, an election complaint had been initiated and the Board had on receipt of the 18/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025findings of the Review Committee unanimously decided to accept the findings of the Review Committee. The applicants have exercised the right of appeal as provided under Article 5.030 before the Council of Legislation and the Council of Legislation by a sweeping majority voted in favour of upholding the decision of the Board. Such decision had taken place as early as in December 2024. The third respondent was to assume office on 01.07.2025. The applicants have not moved the Suit till May 2025. They had presented the Suit only on 20.05.2025 and had moved the application for injunctions on 26.06.2025. This Court on prime facie finding that there was no reasoning by the Review Committee as envisaged under 26.070.6 and 26.070.7 had granted an injunction. Immediately thereafter, an application to vacate stay was filed on behalf of the third respondent during course of the hearing, the learned Senior counsel appearing for the first respondent/defendant had submitted that a detailed findings and recommendations were made by the Committee only upon which the Board had taken a decision to reject the complaint. Recording the said submission and also taking into consideration that the third respondent was due to assume office, which had been announced very much before the grant of injunction, suspended the order of injunction subject to production of the findings of fact by the Election Review Committee. Thereafter, these 19/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025applications have been taken up for hearing. 20. The applicant neither in the plaint nor in these applications, have explained the reasons for the time taken for filing of the Suit. It is true that the Suit is within the period of limitation. If a person has been aggrieved, they would have to knock the doors of justice, at the earliest point of time, and not wait till an event is to take place. That apart, it has been brought to the notice of this Court that after a person is declared as a Director Elect various programmes of him would have been planned and fixed. Had the applicants come at the earliest point of time, the applications could have been decided one way or the other at an earlier point of time and not at the time when the third respondent was to resume office.21. Further, even if an injunction is granted, the second applicant cannot be permitted to hold the post of Director. Even assuming that the Suit is decreed in favour of the plaintiffs, the election could be set aside and a fresh election could only be conducted. It would also not entitle, the second applicant to be declared as an elected Director. Therefore, there would also be no hardship to the second applicant in refusing to grant an order of injunction, 20/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025but on the other hand, as pointed out by the learned Senior counsel appearing for the third respondent, the third respondent had been elected representing zone 5 & 6 which includes five countries and if any injunction that too at this stage is granted, it would definitely affect the interest of persons, who had voted him to represent them and therefore, if any injunction is granted it would create a severe hardship to the respondents. Hence, this Court finds that there is no balance of convenience or any hardship for grant of injunction in favour of the applicants.22. In fine, the Original Application in O.A.No.633 of 2025 is dismissed and the Application in A.No.2940 of 2025 is allowed as prayed for. However, there shall be no order as to costs. 29.07.2025Index : Yes / NoInternet:Yes / NoPbn21/22 https://www.mhc.tn.gov.in/judis A.No.2940 of 2025K.KUMARESH BABU.J.,PbnOrder inA.No.2940 of 2025 &O.A.No.633 of 2025inC.S.No.138 of 202529.07.202522/22