Delhi High Court
Mukul Kumar vs Indian Oil Corporation Ltd. & Anr. on 9 November, 2016
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ W.P.(C) No.5027/2016 & CM Nos. 20985/2016 (stay)
% 9th November, 2016
MUKUL KUMAR ..... Petitioner
Through: Mr. Anupam Lal Das and Mr. Sahil
Monga, Advocates.
versus
INDIAN OIL CORPORATION LTD. & ANR. ..... Respondents
Through: Mr. V.N.Kaura and Mr. P.K.Benipal,
Advovcates.
CORAM:
HON'BLE MR. JUSTICE VALMIKI J.MEHTA
To be referred to the Reporter or not?
VALMIKI J. MEHTA, J (ORAL)
1. By this writ petition filed under Articles 226 and 227 of the
Constitution of India, petitioner impugns the Letter dated 2.5.2016 issued by
the respondent no.1/Indian Oil Corporation Ltd. removing the petitioner as a
trustee of the Indian Oil Corporation Ltd. Employees Superannuation Benefit
Fund ( SBF) Trust.
2. The Trust Deed admittedly contains Clause 4.2 dealing with the
appointment and removal of trustees and this Clause 4.2 gives a final power to
the Chairman of respondent no.1 to remove a trustee by giving a 7 days notice
in writing to the trustee. This Clause 4.2 reads as under:-
"4.2 The power of appointing the Trustees shall be vested in the Chairman of
IOC, who shall make such appointments in writing. The Trustees from the
officer employees and unionized employees shall be appointed in consultation
with Officers Association/Union. Chairman of IOC shall appoint as Trustee
only persons who are in its employment in India. Chairman of IOC shall also
have power to fill up at any time any vacancy in the number of Trustees and to
remove a Trustee by giving seven days notice in writing to the Trustee at his
last known address and to the continuing Trustees.
Chairman of IOC shall be under no obligation to fill the vacancy occasioned in
respect of any trustees so removed or any other vacancy in the number of
Trustees until he shall think fit and so long as the number of Trustees shall not
be less than two and pending the filling in of any vacancy, the continuing
Trustees shall have power to act. A member of the Scheme can be appointed a
Trustee of the Scheme. Chairman of IOC shall nominate one of the Trustees to
be the Chairman of the Trustees. Chairman of IOC shall also nominate a
Trustee to be an alternate Chairman who shall act in the absence of the
Chairman of the Trustees and shall exercise all the power of the Chairman."
(underlining added)
3. A reading of the relevant portion of the Clause 4.2 leaves no
manner of doubt that there is a complete power in the Chairman of respondent
no.1 to remove a trustee by giving a 7 days notice. Ordinarily, such removal
would be non-justiciable unless the removal is in direct conflict with any other
clause in the Trust Deed. There is no other clause in the Trust Deed which is
pointed out to this Court on behalf of the petitioner that such a clause would be
violated on removal of the petitioner.
4. Counsel for the petitioner places reliance upon Clause 4.4 of the
Trust Deed to argue that the Clause 4.2 has to be read in harmony with Clause
4.4, and therefore, unless a trustee is disabled by any of the
handicaps/disqualifications mentioned in Clause 4.4, such a trustee cannot be
removed in exercise of powers in Clause 4.2. Clause 4.4 reads as under:-
"The Trustees shall be resident in India. The Office of a Trustee shall be
vacated if the Trustee ceases to be in the service of the Company or if he shall
permanently leave India or if for reasons or illness or infirmity or mental
incapacity he shall, in the opinion of the Chairman of IOC become
incompetent or incapable to act."
5. I cannot agree with the arguments urged on behalf of the
petitioner because Clause 4.4 contains some of the qualifications or
disqualifications whereby a person can or cannot be a trustee or would cease to
be a trustee, but, this clause when read in harmony with Clause 4.2 shows that
Clause 4.4 is not an exhaustive clause containing all the reasons for non
appointment of a trustee or for removal of a trustee, because, the relevant
language of Clause 4.2 makes it clear that there is no restriction on powers of
the Chairman of respondent no.1 to remove a trustee, of course as already
stated above subject to there not being any other clause disqualifying the
exercise of powers by the Chairman of respondent no.1, and which is not
pointed out to exist in the present case.
6. Finally, counsel for the petitioner sought to place reliance upon
the fact that the Trust Deed shows that the same is for the benefit of employees
of respondent no.1, and therefore, since the petitioner is a representative of the
employees of respondent no.1, therefore, he cannot be removed. Once again,
this argument is without any merit for the said same reasons given above and
also that it is not a requirement of Clause 4.2 that there must at all points of
time be a trustee who is a representative of the employees and what is only
found in Clause 4.2 is that when a trustee is appointed (as against removal of
the trustee) the officers and employees of respondent no.1 will be consulted
along with the association/union of such employees. The present is not a case
with respect to appointment but of removal of the petitioner, and therefore, it
cannot be argued that the petitioner is sole repository of the interest of the
employees and whose interest would not be watched if the petitioner is
removed as a trustee of the trust inasmuch as it is relevant to note in this regard
that as per Clause 4.2 the only requirement of the existence of trustees is that
there should be not less than two trustees for the trust to function and it not the
case of the petitioner that number of trustees are less than two on the removal
of the petitioner. In fact, even after the removal of the petitioner by the
impugned Letter dated 2.5.2016, there would be about 7/8 other trustees to
manage the trust.
7. Dismissed.
NOVEMBER 09, 2016 VALMIKI J. MEHTA, J
ib
