Allahabad HC Dismisses Writ Challenging UPCA's Transition from Society to Company After 21-Year Delay
The Allahabad High Court found no grounds to unsettle UPCA's 2005 dissolution and corporate reconstitution, holding the petitioner's claims barred by delay and unsupported by evidence.
A Division Bench of the Allahabad High Court, comprising Justice Atul Sreedharan and Justice Siddharth Nandan, dismissed a writ petition filed by the Cricket Association of Uttar Pradesh seeking to nullify the 2005 dissolution of the erstwhile society “The Uttar Pradesh Cricket Association” and its reconstitution as a company under Section 25 of the Companies Act, 1956. The petition was filed in 2026 — more than two decades after the events it challenged. The bench, in a judgment authored by Justice Siddharth Nandan, held that the dissolution was consistent with Section 13 of the Societies Registration Act, 1860, that the State had failed to prove any contributory interest that would have required its consent, and that the passage of 21 years was itself a compelling reason to decline interference under Article 226 of the Constitution of India.
The Dispute Before the Court
The petitioner claimed to be a cricket association operating across 39 districts and 10 divisions of Uttar Pradesh. It asserted that “The UPCA”, originally registered as a society under the Societies Registration Act, 1860 on 22 October 1955 (Registration No. 276/1955-56), had not been validly dissolved. Despite this, a company called “Uttar Pradesh Cricket Association” (UPCA) was incorporated on 13 July 2005 under Section 25 of the Companies Act, 1956, with its primary object being to take over the assets and liabilities of the erstwhile society.
On 3 September 2005, a meeting of the society's members — said to represent more than three-fifths of the total membership — resolved to transfer all assets, liabilities, and functions to the newly incorporated company. On the same day, the Board of Directors of the company also resolved to accept the transfer. The society's registration expired on 10 October 2005 and was not renewed.
The petitioner sought, among other things, a mandamus to transfer all assets of the dissolved society to itself, a direction to ban UPCA from cricket-related activities in the State, a CBI investigation into alleged misappropriation, a high-level inquiry into BCCI's affiliation with UPCA, and a committee to examine whether UPCA's office-bearers held posts in contravention of the Supreme Court's directions in Board of Control for Cricket in India v. Bihar Cricket and Others (Civil Appeal No. 4235 of 2014).
The Statutory Framework at Issue
The central question was whether the dissolution of “The UPCA” (Society) and the transfer of its assets to the company complied with Section 13 of the Societies Registration Act, 1860. Section 13 permits not less than three-fifths of the members to resolve dissolution, upon which the society “shall be dissolved forthwith.” It also contains a second proviso: where any Government is a member of, a contributor to, or otherwise interested in a registered society, the society shall not be dissolved without the consent of the State Government.
The petitioner also invoked Section 14 read with Section 14A of the Act, 1860. Section 14A, which opens with a non-obstante clause, provides that any property remaining after satisfaction of debts and liabilities upon dissolution shall be given to the Government. The petitioner argued that by this provision, the assets could not have been lawfully transferred to the company.
Clause 2(r) of the memorandum of association of the erstwhile society was equally relevant. It provided that dissolution required a special general meeting and a majority of three-fifths of members, and that residual property after debts should be transferred to another institution with similar objects and not run for profit — not necessarily to the Government.
How the Bench Reasoned
The bench accepted that the 3 September 2005 extraordinary general meeting had indeed passed a resolution by more than three-fifths of members to dissolve the society and vest all assets, liabilities, and functions in the company. No member or governing body member challenged that resolution before any court at the time. Proceedings before the Allahabad High Court in Civil Misc. Writ Petition No. 61580 of 2005 and a PIL before the Delhi High Court in Writ-C No. 3925 of 2025 both concluded without disturbing the company's incorporation, with observations that the society had been reconstituted as a company under the Companies Act.
On the second proviso to Section 13, the State took the position that it had contributed to the society, citing a letter dated 20 September 2005 referencing an order of the Deputy Registrar that flagged misappropriation of public funds. The bench found this insufficient. When specifically queried by the court, learned Standing Counsel fairly conceded there was nothing on record to establish that the State was a contributor in the society. Without that evidence, the second proviso was not attracted.
On Section 14A, the respondent company argued — and the bench accepted — that the provision is an enabling clause allowing members to direct residual property to the Government; it is not a mandatory vesting provision that overrides a voluntary transfer validly made under Section 13 and the society's own by-laws. The transfer to a non-profit company with identical objects was held to be consistent with the spirit of Section 14.
The bench further held that Section 13 envisages only two scenarios requiring external intervention: first, a dispute between the governing body or members, which would require reference to the principal court of original civil jurisdiction; and second, Government involvement as member or contributor, requiring State consent. Neither scenario was made out on the facts. There was no dispute among members, and the State could not prove its contributory interest.
The Registrar of Firms, Societies and Chits had, in its counter affidavit, stated that no resolution or document relating to dissolution was ever submitted to its office and that the Deputy Registrar had in 2005 issued letters to the society flagging that vesting assets in the company was contrary to Section 13 of the Act, 1860. The bench noted this but observed that those proceedings were never brought to a logical conclusion, the statutory inquiries under Section 24(1) of the Act were stayed by this court in Writ-C No. 61580 of 2005 vide order dated 15 February 2006, and no further steps were taken for 21 years.
On the company law side, the bench held that once UPCA was incorporated under Section 25 of the Companies Act, 1956 on 13 July 2005, it acquired a distinct legal personality from that date. The acquisition of assets, liabilities, and functions from the dissolved society was within the legal framework, with no conflicting provision under Section 13 of the Act, 1860 preventing it. The bench additionally noted that any member or stakeholder aggrieved by the manner in which a company's affairs are conducted has a remedy before the National Company Law Tribunal under Section 241 and Section 245 of the Companies Act, 2013.
BCCI, appearing as respondent no. 7, raised a preliminary objection that no writ could issue against it, since it is a society registered under the Tamil Nadu Societies Registration Act, 1975, and is not a “State” within Article 12 of the Constitution of India. It relied on Zee Telefilms Ltd. v. Union of India and Board of Control for Cricket in India v. Cricket Association of Bihar. The bench noted that BCCI may be amenable to writ jurisdiction in limited circumstances involving its public functions, but the present dispute concerned entirely the internal succession of property of a dissolved society, not any public function of BCCI. No direction against BCCI was therefore warranted.
BCCI also pointed to the alternative remedy before the BCCI Ombudsman — a retired Supreme Court Judge or retired Chief Justice of a High Court — for disputes involving member associations, noting that UPCA is a full member of BCCI with voting rights as per the BCCI Constitution approved by the Supreme Court.
The prayer for a CBI investigation or a direction to ban UPCA from cricket activities was rejected outright. The bench described the dispute as “essentially a private dispute, concerning succession of property of a dissolved society, for which appropriate forums were available.” Similarly, no direction could issue to constitute a high-level committee to inquire into BCCI's financial aid to UPCA or the alleged violation of the Lodha Committee norms by UPCA's office-bearers.
The petitioner's contention that UPCA discriminated against cricketers from 39 districts under its jurisdiction by selecting only 5% of players from that region, while selecting 95% from the remaining 36 districts, was considered. The bench directed that if so advised, the petitioner may approach the State Government with grievances confined to the interests of its members or the advancement of cricket as a sport, but not in relation to the dissolution of “The UPCA” or UPCA's BCCI affiliation. If it seeks affiliation, that is a matter for BCCI under its applicable rules and at its sole discretion.
Order
The Division Bench dismissed Writ-C No. 3329 of 2026 in its entirety. No mandamus was issued to the State authorities or BCCI to transfer assets of the erstwhile society to the petitioner. No direction was issued to ban UPCA, order a CBI investigation, or constitute any high-level committee. The court made no order as to costs. The bench held that the matter required a quietus, having examined all issues raised under Article 226, and found no good grounds for interference at this highly belated stage.