(Prayer: Memorandum of Grounds of Original Side Appeal under Order XXXVI, Rule 9 of the Original Side Rules read with Clause 15 of the Letters Patent, against the order dated 29.07.2026 in A.No.829 of 2026 in C.S.(SR) No.22459 of 2026.)

P. Velmurugan, J.

1. This original side appeal is directed against the order dated 29.07.2026 passed by the learned single Judge in A.No.829 of 2026 in C.S.(SR) No.22459 of 2026.

2. Factual matrix leading to the filing of the appeal is as follows:-

                     (a) The appellant is a registered public charitable trust. Andhra Mahila Sabha, which was founded in 1938 by freedom fighter and social reformer Durgabai Deshmukh, is one of India’s oldest and most respected voluntary organisations dedicated to the welfare of women, children, elderly persons, differently abled and as such, the organisation has grown into a large philanthropic network with major activities in Chennai and Hyderabad done through both the Andhra Mahila Sabha Society (the parent voluntary body) and the Andhra Mahila Sabha Trust (which manages several institutions and properties) as an integrated social-service ecosystem. The Andhra Mahila Sabha institutions include hospitals, nursing homes, dispensaries and allied medical facilities primarily focused on women’s health, maternal care, child healthcare and affordable medical access to economically weaker sections. Through the combined functioning of the Society and the Trust, it has been able to create, sustain and expand substantial physical infrastructure and long-term charitable assets including educational institutions, welfare homes and healthcare establishments, all of which continue to serve large sections of the public without any profit motive. The affairs of the Trust are managed in a transparent, accountable and institutionally disciplined manner with due regard to its charitable mandate and public character. Equally the Trust properties are managed by the Trust Board comprising of very eminent people of the society and people with highest integrity and character including one retired Supreme Court Judge and one retired High Court Chief Justice in order to protect the properties in the best interests of the institution all the time.

                     (b) In view of the ever increasing demand for healthcare and allied support services and with a view to optimally utilise its assets in the best interests of the institution, the Board of Trustees of the appellant examined various lawful means to expand and strengthen the Trust’s resource base and upon due deliberations, the Trustees considered the option of licensing the subject property to experienced operators in the hospitality field so as to ensure professional management, improved efficiency and enhanced revenue generation from the asset. Considering the fact that the earlier leave and license agreements to let the premises to two individual bodies to run a hotel did not move forward due to efflux of time or difference of opinion, thereby the subject property of the Trust could not be effectively utilised resulting in a tangible reduction in the Trust’s revenue to achieve its charitable causes, on 21.08.2025, the Trust published an Expression of Interest in one English daily ‘New Indian Express’ and one Tamil daily ‘Dinamani’ so as to invite bids from healthcare providers who are financially sound and also equipped to render services aligned with the objects of the Trust. Though four bidders responded, the proposals from three bidders did not go through for the cause of a multispeciality hospital. However, the bid received from the 13th respondent satisfied the requirements under the EOI and hence taken up for further scrutiny.

                     (c) Before effecting the publication on 21.08.2025, detailed discussions were held in the 121st Trust Board Meeting on the proposal received from the 13th respondent for setting up a multi-speciality hospital in the suit property and a Sub Committee was also formed with 4 members in order to initiate the process of issuance of EOI. In the said meeting, the respondents 4 to 8 and 10 alone were present and respondents 9, 11 and 12 were absent. Even in the 122nd Trust Board Meeting convened on 15.09.2025 to enter into a term sheet with the 13th respondent, the respondents 4 to 10 were present, but the respondents 11 and 12 were absent. Thereafter, in the 124th Trust Board Meeting convened on 13.12.2025, a resolution was passed to sign a mutual confirmation letter for the proposed leave and licence with the 13th respondent and a MOU was entered into between the appellant and the 13th respondent containing important features of the leave and licence agreement. In the said meeting, though the respondents 4, 6, 7, 9, 10 were present, the respondents 5, 8, 11 and 12 were absent. Ultimately, a registered Leave and Licence Agreement was entered into between the appellant and the 13th respondent on 20.12.2025 in Doc.No.4473 of 2025 containing the salient features as detailed in the agreement.

                     (d) Meanwhile, on 29.12.2025, 6 citizens of Chennai addressed a letter to the appellant seeking various clarifications on the Leave and Licence Agreement dated 20.12.2025 with a copy marked to the learned Advocate General. On 10.01.2026, the appellant sent a detailed reply to the said 6 citizens with copy marked to the learned Advocate General and there has been no further representation or proceedings initiated by the said persons on receipt of the said reply from the appellant. On the same day, the 125th Trust Board Meeting was held, wherein a rectification/ratification was proposed through an addendum so as to change the term of the licence from 26 years to 20 years. This is the first meeting concerning the issues on hand in which the respondents 11 and 12 participated apart from other trustees. Only the 5th respondent was absent. Both the respondents 11 and 12 expressed their dissent on the rectification/ratification of the license agreement.

                     (e) When the matter stood as above, on 04.02.2026, the respondents 1 & 2 filed an application in A.No.829 of 2026 seeking leave to file the suit in C.S.SR.No.22459 of 2026 under Section 92 of the Code of Civil Procedure, in which notice was ordered to all the respondents.

                     (f) After completion of pleadings and hearing the elaborate arguments of all the parties, the learned single Judge, upon finding that the plaint discloses a prima facie case of breach of trust and raises substantial issues concerning the administration of a public charitable trust requiring adjudication after a fullfledged trial, allowed the A.No.829 of 2026 by order dated 29.07.2026 and granted leave under Section 92 of the Code of Civil Procedure to the respondents 1 & 2 to institute the proposed suit.

3. Aggrieved by the above order, the present original side appeal has been filed by the appellant/1st defendant Trust before this Court.

4. Pursuant to the leave granted, the suit has been numbered and taken on file in C.S.No.184 of 2026 along with the connected interlocutory applications. In such view of the matter, this Court, while reserving the judgment after hearing the elaborate arguments advanced by the learned counsel for the parties, directed the suit proceedings to be kept in abeyance till the outcome of the present appeal, by order dated 28.08.2026.

5. The learned Senior Counsel appearing on behalf of the appellant/1st defendant, assailing the impugned order granting leave to file the suit, would submit that the jurisdiction under Section 92 of the Code of Civil Procedure (for short, ‘the CPC’) is not attracted merely because the plaintiffs question the wisdom of a commercial decision taken by the trustees in a most transparent and beneficial interests of the appellant Trust, as the Court is required to satisfy itself that the proposed plaint discloses a prima facie case of breach of trust, misapplication of trust property, maladministration affecting the administration of the Trust or a genuine necessity for directions of the Court in relation to the administration of the Trust and in the absence of such pleadings, leave ought not to have been granted which resulted in miscarriage of justice. When the plaintiffs do not possess the real, substantial and bona fide interest, as the 1st plaintiff admittedly ceased to hold any office or participate in the affairs of the Trust after the year 2013, while the 2nd plaintiff has never been associated with the Trust in any representative or administrative capacity and the plaint discloses no continuing participation in the administration or activities of the Trust that would confer the statutory locus required under Section 92 CPC. Though the plaint has been portrayed to have grievances regarding the adequacy of the expression of interest, the alleged failure to invite wider participation, the financial terms of the leave and licence agreement, the licence period and the adequacy of the licence fee, they do not disclose a prima facie case of breach of trust or maladministration within the meaning of Section 92 CPC and at best, it amounts to a disagreement with the commercial discretion exercised by the Trust Board. When the reliefs sought in the proposed suit are for declaration that the Leave and Licence Agreement dated 20.12.2025 is void, cancellation of the said agreement and a consequential direction to invite fresh bids, such reliefs concern the validity of an individual commercial transaction and do not relate to the administration of the Trust, which are outside the scope of Section 92 CPC and therefore incapable of sustaining a representative suit. Though the defendants 1 to 9 had specifically demonstrated that the decision to enter into the leave and licence agreement was preceded by constitution of a Sub- Committee, publication of Expression of Interest, evaluation of competing proposals, negotiations with the successful bidder and repeated deliberations in successive meetings of the Board of Trustees followed by a detailed public notice issued by the 12th defendant calling for objections, if any, to the proposed leave and licence agreement, in the absence of any allegation of fraud or personal benefit, the commercial wisdom of the trustees could not have been made the subject matter of a representative action under Section 92 CPC. It is the specific plea of defendants 1 to 9 that both defendants 10 and 11 had consciously absented themselves from every material meeting of the Board of Trustees in which the proposed transaction was deliberated upon and approved and when the defendants 10 and 11 had deliberately chosen not to participate in the deliberative process, they cannot subsequently seek to impeach the decisions of the Board by supporting the plaintiffs.

6. The learned Senior Counsel further contended that Section 36 of the Indian Trusts Act, 1882 has no application whatsoever to the 1st defendant Trust, as it is the case of the defendants 1 to 9 that the agreement entered by the 1st defendant with the 12th defendant is a leave and licence agreement, where there is no alienation or creation of interest in the property and the right to enjoy the property is not transferred to the licensee, and the term of agreement has also been revised by way of addendum to 20 years falling below the period mentioned under Section 36. When a comparative analysis was placed on record by the defendants 1 to 9 demonstrating that the commercial terms of the leave and licence agreement dated 20.12.2025 were substantially more beneficial to the Trust than a comparable transaction entered into by MGM Healthcare with the Estate of Sir John Demonte Trust in respect of a similarly situated property, highlighting that the impugned transaction secured nearly five times the interim revenue and nearly six times the post-construction revenue of the comparable MGM Healthcare transaction, a higher security deposit, revenue sharing linked to gross revenue, reversion of the hospital infrastructure to the Trust and other commercially advantageous terms, the plaintiffs’ allegation of undervaluation, financial loss and breach of fiduciary duty did not even prima facie disclose a case of breach of trust warranting the exercise of jurisdiction under Section 92 CPC. The impugned order proceeds on a self-contradictory approach, whereby the plaintiffs’ allegations are analysed and accepted on their merits, whereas the objections of defendants 1 to 9 are deferred for trial on the premise that such issues cannot be adjudicated at the stage of considering leave under Section 92 CPC, which is unsustainable. In any event, the learned Senior Counsel, drawing our attention to the additional affidavit filed by the appellant, contended that from the overwhelming connection between the plaintiffs and the letters/various WhatsApp messages disclosed by the 11th defendant, it ought to be assumed that the prominent healthcare provider is none other than Apollo Hospitals and it is evident that the plaintiffs, 10th and 11th defendants are nothing but proxies for Apollo Hospitals and the family so related and therefore the jurisdiction of this Court under Section 92 as being a parens patriae ought not to be invoked to settle corporate rivalries, especially when the Trust is being managed by one retired Supreme Court Judge, one retired Chief Justice of a High Court, two senior Chartered Accountants and several IAS officers who have acted as Chief Secretaries to different Governments be dragged to Court for a case where there is no pleading to show mismanagement of the trust but for wanting to challenge a legal document that has been executed in favour of a competitor only to benefit Apollo. The learned Senior Counsel also relied upon the following judgments in support of his contentions for allowing the appeal:-

                     1. Chairman Madappa v. M.N.Mahanthadevaru and others, 1965 SCC OnLine SC 110

                     2. Vidyodaya Trust v. Mohan Prasad R & others, (2008) 4 SCC 115

                     3. Operation Asha v. Shelly Batra, (2026) 1 SCC 569

                     4. A.R.R.Charitable Trust rep.by its Founder Trustee B.Ramachandran v. Amrita Vishwa Vidyapeetam and another, 2023 SCC OnLine Mad 8366

                     5. Judgment of this Court in OSA No.208 of 2023 dated 18.07.2025 (Pundi Pattamal Srinivasa Iyengar Trust etc.)

                     6. The Church of South India and another v. T.J.John & others, 2012 SCC OnLine Ker 8142

                     7. Rev.Fr.Savarimuthu & another v. Jeyapandi, 2024 SCC OnLine Mad 5675

7. The learned Senior Counsel appearing on behalf of the respondents 1 & 2/plaintiffs would submit that the lease transaction entered by the 1st defendant with the 12th defendant pertaining to the prime property of the 1st defendant Trust without seeking the permission of this Court, is blatantly against the interests of the 2nd defendant Society, for whose ultimate benefit the 1st defendant Trust was authored. The 1st plaintiff is a life member of the 2nd defendant Society and has been actively taking part in the Chennai based activities since 2003 and acknowledging her contributions, she was appointed as the Joint Secretary of Dr.Durgabai Deshmukh General Hospital and Research Centre by the 1st defendant Trust in 2004 and was elevated to the post of Secretary and she continued in the said post till 2013. Similarly, the 2nd plaintiff is the granddaughter/grandniece of the original life trustees who have made substantial administrative and financial contributions to the Trust. Therefore, when the plaintiffs are the persons having real, substantial and existing interest in the affairs of the 1st defendant Trust, they have filed the application seeking leave to file the suit under Section 92 of CPC not only to safeguard the mismanagement of the trust properties and funds by the 1st defendant Trust, but also to safeguard the rights and interests of the public in the same. When the defendants 1 to 9 admit that they have not done a valuation of the property before completing the lease arrangement and it is clear from their pleadings that the 12th defendant had approached the 1st defendant Trust even prior to the public advertisement dated 21.08.2025 given by the 1st defendant Trust, the 1st defendant Trust was under an obligation to seek the permission of this Court before entering into any kind of arrangement with the 12th defendant. It was also contended that even in the 121st Board Meeting held on 14.08.2025, a week prior to the publication of advertisement on 21.08.2025, the Trust Board had discussed the proposal received from the 12th defendant to develop the suit schedule property into a hospital, which shows the glaring attempts made by the 1st and 12th defendants to conceal the collusion and clandestine dealings between them. Even the advertisement dated 21.08.2025 lacked several material details such as the name of the Trust/Society inviting expression of interest, the details of the property which is offered for development and the deadline for the submission of expression of interest and therefore the advertisement on the whole appeared to be vague, incomprehensible and an exercise of empty formality. Moreover, the vague advertisement was published only in the Chennai edition of two dailies and not in all-India editions of prominent dailies to encourage competition and also to procure the best possible income for the 2nd defendant Society. Though the 1st defendant Trust had only approved a leave and licence agreement, what came to be registered on 20.12.2025 was a lease deed with many of the material terms altered to suit the commercial interests of the 12th defendant, which was done without the approval of the 1st defendant Trust. In spite of the same, the 1st defendant has allowed the 12th defendant to take possession of the suit schedule property. Further, none of the changes made in the lease deed have been approved by the 1st defendant Trust and though the 1st defendant Trust contends that the operational term of the lessee has been sought to be reduced from 26 years to 20 years by way of an addendum, there is no evidence of the addendum being executed by the 1st defendant Trust and the property remains to be in the possession of the 12th defendant, which now has an interest in the suit schedule property for a period of 29 years by virtue of the lease deed dated 20.12.2025. Even without resolving the issues relating to the terms of the registered lease deed dated 20.12.2025, the 1st defendant Trust has allowed the 12th defendant to demolish the building structure on the suit schedule property. When the terms of the lease deed dated 20.12.2025 are against the interests of the 2nd defendant Society, the plaintiffs are justified in filing the application seeking leave to file the suit under Section 92 of CPC as the persons having an interest in the affairs of the 1st defendant Trust, which has been allowed by the learned single Judge and hence no interference is called for. The learned Senior Counsel also filed the typedset of case laws, numbering 19, for the propositions that the meaning and ambit of the term ‘persons interested’ under Section 92 CPC; that transparency in alienation and ascertainment of market value for Trust assets; that averments in the plaint alone ought to be looked into while adjudicating an application under Section 92; that truthfulness of the allegations in the plaint can be only looked into after trial as well the appication of Section 36 of Indian Trusts Act to public trusts, in support of his contentions.

8. The learned counsel appearing on behalf of the respondents 4 to 7, 9 & 10/defendants 3 to 6, 8 & 9, supporting the contentions made on behalf of the appellant, would submit that the application filed by the applicants/plaintiffs to institute the suit under Section 92 of CPC is certainly not maintainable, as they have not satisfied the requirements of (i) existence of a proven breach of trust or necessity for court’s directions; (ii) institution of the suit in a representative capacity for public interest and (iii) presence of bona fide plaintiffs having real and substantive interest. The applicants have filed the suit to further the gains of the unknown alternative healthcare providers who missed the bus when opportunities were given with the expression of interest announcement and having missed the bus, the present litigation has been devised to get what it could not do at the appropriate time by creating another opportunity now. When the applicants are not bona fide litigants having real and substantive interest in the administration of the trust property and their interest appears to be personal in nature, there is no public interest that is at stake and the proceedings appear to be motivated by extraneous commercial considerations rather than any genuine concern regarding administration of the Trust. Since the leave and licence agreement dated 20.12.2025 entered with the 12th defendant is beneficial to the 1st defendant Trust and the public, no interference is warranted under Section 92 of CPC.

9. The learned Senior Counsel appearing on behalf of the respondents 11 & 12/defendants 10 & 11 would submit that the defendants 10 & 11 strictly maintain a neutral stance in the present litigation and they do not carry any personal animosity or bad faith towards any party nor do they derive any personal benefit from the subject property, as their primary objective is to fulfil their fiduciary duties to protect the Trust’s valuable assets and ensure that optimal financial terms are secured exclusively for its charitable interests. Highlighting further on the fundamental transformation of the character of the instrument, the learned Senior Counsel contended that in law, a licence and a lease are fundamentally distinct. A licence represents mere personal permission, whereas a lease transfers exclusive possession and creates a vested interest in the property (amounting to partial alienation). This unauthorised transformation alters the basic legal character of the transaction, rendering the registered deed void and non-binding on the Trust. The document registered contains deep, substantive deviations from the draft officially approved by the Trust Board solely favouring the 12th defendant and causing massive financial loss to the Trust. A public charitable trust is bound by law to conduct a wide-reaching competitive process to discover the best market value and the soliciting of expression of interest in the case on hand was an absolute facade due to lack of national reach, deliberate vague terms and exclusion of competitors, besides absence of independent professional market valuation. Moreover, the mediation efforts ended in a failure report, which paved the way for filing of the leave to sue application to resolve the dispute.

10. The learned Senior Counsel appearing on behalf of the respondent 13/defendant 12 would submit that the 12th defendant is one of the leading multi-speciality healthcare providers in India, with its flagship facilities located in Hyderabad, treating a large number of patients annually through its extensive network of hospitals and specialised medical institutes. The institution provides medical treatment across more than 25 specialities and super-specialities, thereby creating to every major disease category. The 12th defendant has various accreditations from institutions such as NABH for maintaining high healthcare standards, NABL for laboratory quality standards, ISO 9001 certification for quality management systems, AACI accreditation, reflecting compliance with global healthcare standards. While the 12th defendant began its hospital in Hyderabad and has progressively undertaken the establishment of several hospitals across multiple cities and States in India including Secunderabad and Kondapur in Telengana, Nellore, Rajahmundry, Visakhapatnam and Kurnool in Andhra Pradesh etc., in order to expand its establishment, the 12th defendant was actively exploring and identifying suitable premises in Chennai for the purpose of setting up a hospital. During this search, the 12th defendant came to know about the subject property and approached the Trust expressing its interest to set up a hospital. When the Board decided that any proposed transaction must be undertaken through a transparent process that would safeguard the interests and objectives of the Trust and accordingly a newspaper advertisement dated 21.08.2025 was issued by the 1st defendant in the nature of an expression of interest by mentioning the eligibility criteria, the 12th defendant responded vide email dated 30.08.2025 expressing their interest in taking on the said land as mentioned in the newspaper advertisement and also submitted its profile along with the past record and audited financial statements and projection of revenues in the next 10 years. After having deliberations with the representative of the Trust Board and getting approval from the 1st defendant Trust, the 12th defendant issued a public notice in the New Indian Express (English) Chennai edition and in Dinamani (Tamil) Chennai edition on 09.12.2025 expressly stating that the 12th defendant is intending to enter into a Leave and Licence agreement for the schedule mentioned property and further invited objections, claims, interest from any person with valid documentary proof of the same within 10 days from the publication of the notice. After the expiry of the said period and on being satisfied that there are no claims made over the schedule property, the 12th defendant executed a leave and licence agreement dated 20.12.2025 with the 1st defendant, which was registered in Doc.No.4473 of 2025 on the file of the Sub Registrar, Mylapore. Under the said leave and licence agreement, the 12th defendant is required to make several payments to the 1st defendant such as interim license fee, non-refundable security deposit. The license fee is also subject to escalation at 3% annually at the end of 10 years. The 12th defendant is also required to pay a variable compensation equivalent to 2% of the hospital’s gross revenue for the relevant period. When the 12th defendant has undertaken the process culminating into the leave and licence agreement in a transparent manner after giving adequate time for any member of the public to raise any objection pursuant to the paper publication effected by them, the applicants/plaintiffs after failing to raise any objection at the relevant point of time, as an after-thought, has filed the application seeking leave to file the suit only to thwart the leave and licence agreement that has been awarded to the 12th defendant without producing any document to demonstrate that the process was manipulated, closed or unfair.

11. The learned Senior Counsel further contended that when the plaintiffs are not parties to the leave and licence agreement, which is a contractual arrangement entered into by competent parties in exercise of the powers vested in the Trust Board for administration of the Trust property and ordinarily binds only the parties thereto, the grievance of the plaintiffs appears to be that the leave and licence agreement was not awarded to alternate healthcare providers who did not participate in the EOI process. Mere disagreement with the wisdom, prudence or commercial merits of a decision taken by a duly constituted Trust Board does not furnish a legal basis for judicial interference. Since the Courts have consistently held that they do not sit in appeal over commercial decisions unless such decisions are shown to be vitiated by fraud, mala fides, arbitrariness or breach of statutory provisions, the plaintiffs have not proved any of the aforementioned so as to challenge the leave and licence agreement. The leave and licence agreement is demonstrably beneficial to the 1st defendant Trust and cannot, by any stretch, be characterised as a transaction causing loss to the Trust, since under the agreement, the Trust continues to retain ownership of the land, while the 12th defendant is granted only a limited right to use the property for the purpose of constructing, developing, establishing and operating a super-speciality hospital. The agreement specifically records that the licensee has to undertake the construction and development of the hospital at its own cost and the Trust is not required to incur any capital expenditure for the creation of the hospital infrastructure. When the financial structure of the leave and licence agreement read along with the subsequent valuation exercise demonstrates that the Trust has secured a substantial long-term revenue stream, retains ownership of the land, obtains the benefit of a fully developed hospital infrastructure without capital expenditure with revenue-linked upside, the allegation of the plaintiffs that the transaction is detrimental to the Trust is wholly unfounded. On the contrary, the leave and licence agreement dated 20.12.2025 is wholly beneficial to the Trust and the public and therefore warrants no interference under Section 92 of CPC. The learned Senior Counsel also relied upon a judgment of this Court in the case of T.R.Ramachandra Aiyar and another v. Parameswaran Unni and others, 1918 SCC OnLine Mad 172 for the proposition that the term ‘Interest’ under Section 92 of the Code denotes an interest which is substantial and not sentimental or remote : it must be present and substantial and not a remote and fictitious or purely illusory interest.

12. We have given our anxious consideration to the rival contentions and perused the materials available on record.

13. The specific case of the appellant is that the appellant is a registered pubic charitable trust, which manages several institutions and properties and the Trust Board is comprised of several eminent people of the society with highest integrity and character including a retired Judge of the Supreme Court or a retired Chief Justice of a High Court to render services aligned with the objects of the Trust. Therefore, the Board of Trustees of the appellant examined various lawful means to expand and strengthen the Trust’s resource base and upon due deliberations, in the best interests of the institution, the Board considered the option of licensing the subject property to one experienced healthcare provider for constructing a multi-speciality hospital, keeping in mind the paramount object of providing quality healthcare facilities primarily focusing on women’s health, maternal care, child healthcare at affordable cost to economically weaker sections of the society. In this process, when the property of the Trust could not be effectively utilised and there was a tangible reduction in the Trust’s revenue for achieving its charitable causes, the Trust, in its 121st Board Meeting on 14.08.2025, held detailed discussions on the proposal received from the 13th respondent for establishing the multi-speciality hospital. However, since the Board opined that an expression of interest has to be issued calling upon the interested persons to participate and put forth their proposals, a Sub Committee was formed with four members to initiate the process of issuance of EOI in the said meeting. Thereafter, on 19.08.2025, changes were made to the draft EOI contents and the EOI was published on 21.08.2025 in one English daily ‘The New Indian Express’ Chennai edition and one Tamil daily ‘Dinamani’ Chennai edition inviting bids from healthcare providers who are financially sound with the required expertise for developing a multi-speciality hospital. Though four bidders responded, since the bid of the 13th respondent satisfied the requirements under the EOI, the Sub Committee was briefed about the receipt of reply to EOI from 13th respondent in the 122nd Board Meeting held on 15.09.2025 and negotiations took place with the representative of the 13th respondent by the Sub Committee. Thereafter, in the 124th Board Meeting held on 13.12.2025, a resolution was passed to sign the mutual confirmation letter for the proposed leave and licence agreement. In all these meetings, the respondents 11 & 12, who now seek to support the 1st and 2nd respondents, remained absent. In addition to the expression of interest publication effected by the appellant, the 13th respondent also issued a public notice on 09.12.2025 in the New Indian Express (English) Chennai edition and in Dinamani (Tamil) Chennai edition expressly stating that the 13th respondent is intending to enter into a leave and licence agreement for the schedule mentioned property and thus invited objections, claims, interest from any person with valid documentary proof within 10 days from the publication of notice. Since the 13th respondent did not receive any objection including the 1st and 2nd respondents and the six citizens of Chennai, the process culminated into the leave and licence agreement dated 20.12.2025 executed between the appellant and the 13th respondent. However, to suit the system software for registration at the SRO office, the nomenclature was changed as lease deed and the structure of the agreement remains unaltered as leave and licence agreement. Thereafter, in the 125th Board Meeting held on 10.01.2026, the inadvertent error in the term of the lease and licence agreement was also discussed and the parties agreed that the term will be for 20 years, instead of 26 years, and when the Board wanted to ratify the same through an addendum, the 11th and 12th respondents participated in this meeting only and dissented for the ratification and their dissent was also recorded. The decision to enter into the leave and licence agreement was not an arbitrary or clandestine decision, but was preceded by a detailed and transparent decision-making process. When the suit filed by the respondents 1 & 2 in a representative capacity is not maintainable under Section 92 of CPC, as they have not satisfied the requirements of a proven breach of trust or necessity for Court’s directions and not having any real and substantive interest, the learned Judge, without appreciating these undisputed facts, has erroneously granted leave to institute the suit, which requires interference. The respondents 4 to 7, 9, 10 & 13, supporting the case of the appellant, also sought for interference with the impugned order.

14. The specific case of the respondents 1 & 2 is that they are interested persons and hence duty bound to safeguard the interests of the public charitable trust. Even the materials on record would show that prior to finalisation of the bids, only in order to facilitate the 13th respondent, the appellant has failed to give the wide publication. If at all the object and aim of the appellant was to raise the income of the trust to carry out its noble activities, they would have made wide publication inviting bidders from all over India to procure the best possible income for the 3rd respondent Society. When the publication has been effected only in the Chennai edition dailies, the same will prove that it is against the interests of the Trust. Therefore, the respondents 1 & 2 were justified in filing the application seeking leave to institute the suit under Section 92 of CPC and the truthfulness of the allegations in the plaint can be testified only during trial. At this stage, prima facie, the Court has to only see whether the persons who filed the application are interested persons and the suit has been filed for the betterment of the public charitable trust to protect the property located in a prime locality. At the stage of deciding the application, the Court has to see only the allegations/averments in the application and plaint and not the defence of the other side. As the learned Judge was prima facie satisfied with the allegations, leave has been granted to institute the suit. Since the other aspects will be dealt with only during the trial after recording of evidence, both oral and documentary, the appeal is liable to be dismissed. The respondents 11 & 12, supporting the case of the respondents 1 & 2, also sought for dismissal of the appeal.

15. As already stated, admittedly, the appellant is a public charitable trust and the 1st and 2nd respondents have filed the application seeking leave to file the suit under Section 92 of CPC. On going through the materials, it is seen that the appellant Trust has passed a resolution to grant leave and licence agreement with regard to the property of the Trust to a third party for constructing a multi- speciality hospital to augment its revenue and therefore they decided to call for open tenders. Since the subject property is located in a prime locality extending healthcare facilities at affordable cost to the downtrodden and the needy, without defeating the scope and object of the Trust, they are entitled to get the assistance from third party to extend the activities of the Trust. At the same time, they should also get a better deal. This can be achieved only if they go for wide publication. Whereas in this case, though they have followed the procedures by convening the board meetings and passed resolutions at various stages, by quorum, they accepted the decision taken by the Trust. But, however, the fact remains that they made the publication in the New Indian Express (English) daily and in Dinamani (Tamil) daily in Chennai edition alone. Though the appellant contended that the contesting respondents colluded with the corporate entities like Apollo group and only to facilitate them, they are giving trouble, the main contention of the contesting respondents is that the appellant conducted the board meetings and taken the decision ignoring the objectives of the public charitable trust for getting the best value through the expression of interest with a wide-reaching competitive process. Even the document executed by the appellant with the 13th respondent appears to be a lease document and not as stated by the appellant like leave and licence agreement. However, the legality of the document can be testified only at the time of trial and whether the respondents 1 & 2/plaintiffs are entitled for the reliefs can be decided only in the trial and not at this stage.

16. The only point for consideration is that while considering the application seeking leave to institute the suit under Section 92 of CPC, the Court has to see whether the subject matter is pertaining to the activities of a public charitable trust or otherwise. Admittedly, in this case, the appellant is a public charitable trust and the same is not in dispute and the application filed by the respondents 1 & 2 prima facie shows that they are having an interest in the Trust. Moreover, the prime allegation of the respondents 1 & 2 is that the appellant Trust has not given wide publication and even prior to concluding the tender process, they had acquainted with the 13th respondent. Under these circumstances, this Court, prima facie, is of the view that there is no perversity in the order passed by the learned single Judge permitting the respondents 1 & 2 to institute the suit. Though the learned Senior Counsels appearing for the parties brought to the notice of the Court the subsequent events and various documents, this Court at the appellate stage will not be justified in going into the veracity of the same, as the parties can place the said materials before the learned single Judge during the trial of the suit on merits. There is no quarrel with reference to the decisions of the Hon’ble Supreme Court or this Court cited by the learned Senior Counsels, as those facts and circumstances are not applicable to the present case, for the present. In this case, the Trust is a public charitable trust and the allegations made by the interested persons appear to be serious in nature. At the time of granting leave, the Court need not look into as to whether the plaintiff would succeed the case on merits. Under these circumstances, this Court does not find any reason to interfere with the impugned order. Accordingly, leaving it open to the parties to contest the suit on merits, this original side appeal is dismissed. Consequently, the interim order stands vacated and the connected CMP is also dismissed. Considering the facts and circumstances of the case, there shall be no order as to costs.