Section 13 permits a dissolved society to transfer its assets, liabilities and functions to a Section 25 company.

The petitioner challenged the respondent no.1, Uttar Pradesh Cricket Association (“UPCA”), a company incorporated under Section 25 of the Companies Act, 1956, claiming that it had unlawfully taken over the assets, liabilities, bank accounts and functions of “The Uttar Pradesh Cricket Association” (“the Society”), registered under the Societies Registration Act, 1860.

The petitioner alleged that the Society had not been validly dissolved under Section 13 of the 1860 Act; that the State Government’s consent was necessary because it was allegedly a contributor or otherwise interested in the Society; and that the transfer of residual assets was contrary to Sections 14 and 14A of that Act.

The respondent UPCA relied on a resolution passed by more than three-fifths of the Society’s members at an extraordinary general meeting held on 3 September 2005, followed by resolutions transferring the Society’s assets, liabilities and functions to the newly incorporated Section 25 company.

The Registrar of Societies stated that no dissolution resolution had been submitted to its office, while the Registrar of Companies confirmed the company’s incorporation and its stated object of taking over the Society’s assets and liabilities.

The petitioner also sought directions to ban UPCA from cricket-related activities, order a CBI or other investigation, and constitute a high-level committee concerning UPCA’s affiliation and financial assistance from the BCCI.

Whether “The Uttar Pradesh Cricket Association” Society was dissolved in accordance with Section 13 of the Societies Registration Act, 1860.

Whether the Society was required to obtain the State Government’s consent before dissolution because the Government was allegedly a member, contributor or otherwise interested in it, and whether the disposal and settlement of its property complied with the Act and its bye-laws.

Whether the Section 25 company, “Uttar Pradesh Cricket Association”, could lawfully acquire the Society’s assets, liabilities and functions upon its dissolution.

Whether a writ of mandamus could direct the authorities to transfer the Society’s assets, accounts and resources to the petitioner.

Whether the BCCI could be directed to transfer to the petitioner the liabilities or other rights associated with the erstwhile Society.

Whether directions could be issued to ban UPCA from cricket-related activities or to order a CBI or other investigation into the transfer of the Society’s property.

Whether a high-level committee could be constituted to inquire into the BCCI’s affiliation and financial assistance to UPCA and the holding of offices by its officials.

The Court applied Section 13 of the Societies Registration Act, 1860, under which a society is dissolved when not less than three-fifths of its members determine its dissolution, with necessary steps thereafter for disposal and settlement of its property, claims and liabilities.

The second proviso to Section 13 prohibits dissolution without the consent of the State Government where the Government is a member, contributor or otherwise interested in the society.

Sections 14 and 14A concern the disposal of property remaining after satisfaction of the society’s debts and liabilities.

The Court also relied on the principle that mandamus may issue against a body performing public duties under Article 226, as explained in Andi Mukta Sadguru v. V.R. Rudani.

BCCI is not “State” under Article 12 but may be amenable to limited judicial review in relation to public functions under Zee Telefilms Ltd. v. Union of India.

The Court further relied on the doctrines of delay and laches, and on the availability of remedies under company law, including proceedings before the National Company Law Tribunal under Sections 241 and 245 of the Companies Act, 2013.

The Court found that more than three-fifths of the Society’s members had passed a resolution providing for dissolution and transfer of its assets, liabilities and functions to UPCA, and that the resolution had not been challenged before any competent forum for approximately twenty-one years.

Although the State relied on references to alleged irregularities and misappropriation of public funds, it produced no evidence establishing that it had contributed to, or was otherwise interested in, the Society; the Standing Counsel expressly acknowledged the absence of supporting material.

Consequently, the statutory requirement of State consent under the second proviso to Section 13 was held inapplicable.

The Court further held that Section 13 did not prevent transfer to a non-profit company incorporated under Section 25 of the Companies Act, 1956, particularly where the company had substantially similar objects and had assumed the Society’s assets, liabilities and functions pursuant to the members’ resolution.

Since UPCA’s acquisition was held legally permissible, no mandamus could issue for transferring the assets or accounts to the petitioner, nor could the BCCI be directed to transfer any liabilities or rights.

The petitioner’s prayers for a ban, CBI investigation and high-level committee were treated as arising from a private dispute concerning succession to the Society’s property and were unsupported by sufficient legal grounds.

The Court also noted the petitioner’s substantial delay, UPCA’s long-standing recognition and functioning, its status as a full BCCI member, and the availability of other remedies for company or cricket-governance grievances.

The prayers for mandamus, transfer of assets or BCCI liabilities, prohibition of UPCA’s cricket activities, CBI investigation and constitution of a high-level committee were rejected.

The writ petition was dismissed on merits and on account of delay and laches, with no order as to costs.

The petitioner was left at liberty to approach the State Government regarding members’ interests or the advancement of cricket, and to seek BCCI affiliation in accordance with applicable rules, but not to reopen the Society’s dissolution or UPCA’s BCCI affiliation.