Kerala High Court
Dhanlaxmi Bank Ltd vs K.N.Madhusoodanan on 20 October, 2021
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE THE CHIEF JUSTICE MR.S.MANIKUMAR
&
THE HONOURABLE MR. JUSTICE SHAJI P.CHALY
WEDNESDAY, THE 20TH DAY OF OCTOBER 2021 / 28TH ASWINA, 1943
WA NO. 1322 OF 2021
AGAINST THE ORDER IN WP(C) 20425/2021 OF HIGH COURT OF KERALA,
ERNAKULAM
APPELLANT/RESPONDENT NO.2:
DHANLAXMI BANK LTD.,
REPRESENTED BY ITS MANAGING DIRECTOR,
DHANALAKSHMI BUILDINGS, NAICKANAL,
THRISSUR, KERALA-650 001.
BY ADVS.
RAFIQUE DADA (SR)
L.VISHWANATHAN
VINEETH UNNIKRISHNAN
SANTHOSH MATHEW
ARUN THOMAS
JENNIS STEPHEN
KARTHIKA MARIA
ANIL SEBASTIAN PULICKEL
JAISY ELZA JOE
ABI BENNY AREECKAL
MATHEW NEVIN THOMAS
RESPONDENTS/PETITIONER & RESPONDENT NOS.1, 3 TO 14:
1 P.K.VIJAYAKUMAR @ PUTHALATHKUTTAN NAIR VIJAYAKUMAR,
AGED 70 YEARS, S/O. P.K. NAIR, RESIDING AT 'MADHAVAM',
VANIYAN LANE, POONKUNNAM, THRISSUR-680 002.
2 RESERVE BANK OF INDIA,
BANERJI ROAD, ERNAKULAM, PIN-682 018,
REPRESENTED BY ITS REGIONAL MANAGER.
3 BOARD OF DIRECTORS OF DHANLAXMI BANK LTD.,
REPRESENTED BY THE MANAGING DIRECTOR, MR. SHIVAN J.K,
NAICKANAL JUNCTION, THRISSUR, PIN-680 001.
W.A.Nos.1322 & 1325 of 2021
2
4 G. SUBRAMANIA IYER,
PART-TIME CHAIRMAN OF DHANLAXMI BANK AND MEMBER,
NOMINATION AND REMUNERATION COMMITTEE, DHANLAXMI
BANK, NAICKANAL JUNCTION, THRISSUR, PIN-680 001.
5 J.K. SHIVAN,
MANAGING DIRECTOR OF DHANLAXMI BANK,
NAICKANAL JUNCTION, THRISSUR, PIN-680 001.
6 C.K. GOPINATH,
DIRECTOR OF DHANLAXMI BANK AND MEMBER, NOMINATION
AND REMUNERATION COMMITTEE, DHANLAXMI BANK,
NAICKANAL JUNCTION, THRISSUR, PIN-680 001.
7 DR. CAPTAIN SUSEELA MENON R,
INDEPENDENT DIRECTOR OF DHANLAXMI BANK AND
MEMBER, NOMINATION AND REMUNERATION COMMITTEE,
DHANLAXMI BANK, NAICKANAL JUNCTION, THRISSUR,
PIN-680 001.
8 G. RAJAGOPALAN NAIR,
INDEPENDENT DIRECTOR OF DHANLAXMI BANK AND
MEMBER, NOMINATION AND REMUNERATION COMMITTEE,
DHANLAXMI BANK, NAICKANAL JUNCTION, THRISSUR,
PIN-680 001.
9 NOMINATION AND REMUNERATION COMMITTEE OF
DHANLAXMI BANK,
CORPORATE OFFICE, THRISSUR, REPRESENTED BY ITS
CHAIRMAN, DR. CAPTAIN SUSEELA MENON R, NAICKANAL
JUNCTION, THRISSUR, PIN-680 001.
10 MR. VENKATESH H,
COMPANY SECRETARY, DHANLAXMI BANK,
NAICKANAL JUNCTION, THRISSUR, PIN-680 001.
11 DR. G. JAGAN MOHAN,
RBI ADDITIONAL DIRECTOR, DHANALAXMI BANK,
DHANALAXMI BANK, NAICKANAL JUNCTION, THRISSUR,
PIN-680 001.
12 D.K. KASHYAP,
RBI ADDITIONAL DIRECTOR, DHANLAXMI BANK,
DHANALAKSHMI BANK, NAICKANAL JUNCTION,
THRISSUR, PIN-680 001.
W.A.Nos.1322 & 1325 of 2021
3
13 SECURITIES AND EXCHANGE BOARD OF INDIA,
THROUGH ITS MANAGER, 6TH FLOOR, FINANCE TOWER,
KALOOR, KOCHI, KERALA-682 017
14 REGISTRAR OF COMPANIES,
THROUGH THE DEPUTY REGISTRAR, COMPANY LAW BHAWAN,
BMC ROAD, THRIKKAKARA P.O, KAKKANAD, KOCHI,
KERALA-682 021.
BY ADVS.
P.CHITAMBARAM (SENIOR) FOR R1
CHINMOY PRADIP SHARMA (SR.)
SHIVSHANKAR R. PANICKER
SUMATHY DANDAPANI (SR.) FOR R2
K.M.JAMALUDHEEN FOR R13
SHRI.P.VIJAYAKUMAR, ASG OF INDIA
JAGADEESH LAKSHMAN, CGC
MILLU DANDAPANI
THIS WRIT APPEAL HAVING COME UP FOR ADMISSION ON
20.10.2021 ALONG WITH WA 1325 OF 2021, THE COURT ON THE
SAME DAY DELIVERED THE FOLLOWING:
W.A.Nos.1322 & 1325 of 2021
4
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE THE CHIEF JUSTICE MR.S.MANIKUMAR
&
THE HONOURABLE MR. JUSTICE SHAJI P.CHALY
WEDNESDAY, THE 20TH DAY OF OCTOBER 2021 / 28TH ASWINA, 1943
WA NO. 1325 OF 2021
AGAINST THE JUDGMENT IN WP(C) 19758/2021 OF HIGH COURT OF
KERALA, ERNAKULAM
APPELLANT/RESPONDENT NO.2:
DHANLAXMI BANK LTD.
DHANALAKSHMI BUILDINGS,
REPRESENTED BY ITS MANAGING DIRECTOR,
NAICKANAL, THRISSUR, KERALA - 650 001.
BY ADVS.
RAFIQUE DADA (SR)
L.VISHWANATHAN
VINEETH UNNIKRISHNAN
SANTHOSH MATHEW
ARUN THOMAS
JENNIS STEPHEN
KARTHIKA MARIA
ANIL SEBASTIAN PULICKEL
JAISY ELZA JOE
ABI BENNY AREECKAL
MATHEW NEVIN THOMAS
RESPONDENTS/PETITIONERS & RESPONDENTS 1, 3 TO 9:
1 K.N.MADHUSOODANAN,
AGED 62 YEARS, S/O. P.K. NARAYANA PANICKER,
SREENIKETHAN, KALANJOOR P.O., KONNI,
PATHANAMTHITTA, KERALA - 689 694.
2 P. MOHANAN,
AGED 73 YEARS, S/O.PARAMESWARAN PILLAI.K,
AADITHYA, SUDARSAN LANE, POOJAPPURA JUNCTION,
POOJAPPURA P.O., TRIVANDRUM , KERALA-695 012.
W.A.Nos.1322 & 1325 of 2021
5
3 PRAKASH D.L.,
AGED 39 YEARS, PRAKASH BHAVAN,
PERUMKOOR, VEMBAYAM, TRVANDRUM,
KERALA-695 615.
4 RESERVE BANK OF INDIA,
BANERJI ROAD, ERNAKULAM, KERALA -682 018,
REPRESENTED BY ITS REGIONAL MANAGER.
5 BOARD OF DIRECTORS OF DHANLAXMI BANK,
REPRESENTED BY THE MANAGING DIRECTOR,
MR. SHIVAN J.K., NAICKANAL JUNCTION,
THRISSUR-680 001.
6 C.K. GOPINATH,
DIRECTOR OF DHANLAXMI BANK AND MEMBER,
NOMINATION AND REMUNERATION COMMITTEE,
DHANLAXMI BANK, NAICKANAL JUNCTION,
THRISSUR-680 001.
7 DR. CAPTAIN SUSEELA MENON R.
INDEPENDENT DIRECTOR OF DHANLAXMI BANK AND
MEMBER, NOMINATION AND REMUNERATION COMMITTEE,
DHANLAXMI BANK, NAICKANAL JUNCTION,
THRISSUR-680 001.
8 G. SUBRAMANIA IYER,
PART-TIME CHAIRMAN OF DHANLAXMI BANK AND MEMBER,
NOMINATION AND REMUNERATION COMMITTEE,
DHANLAXMI BANK, NAICKANAL JUNCTION,
THRISSUR-680 001.
9 G. RAJAGOPALAN NAIR,
INDEPENDENT DIRECTOR OF DHANLAXMI BANK AND
MEMBER, NOMINATION AND REMUNERATION COMMITTEE,
DHANLAXMI BANK, NAICKANAL JUNCTION,
THRISSUR-680 001.
10 NOMINATION AND REMUNERATION COMMITTEE OF
DHANLAXMI BANK, CORPORATE OFFICE,
THRISSUR, REPRESENTED BY ITS CHAIRMAN,
DR. CAPTAIN SUSEELA MENON R.,
NAICKANAL JUNCTION, THRISSUR-680 001.
11 MR. VENKATESH H.,
COMPANY SECRETARY, DHANLAXMI BANK,
NAICKANAL JUNCTION, THRISSUR-680 001.
W.A.Nos.1322 & 1325 of 2021
6
BY ADVS.
RENJITH THAMPAN (SR.)
SHIVSHANKAR R.PANICKER
SUMATHY DANDAPANI (SR.)
MILLU DANDAPANI
THIS WRIT APPEAL HAVING COME UP FOR ADMISSION ON
20.10.2021 ALONG WITH W.A.1322 OF 2021, THE COURT ON THE
SAME DAY DELIVERED THE FOLLOWING:
W.A.Nos.1322 & 1325 of 2021
7
JUDGMENT
Dated this the 20th day of October, 2021
S.Manikumar, C.J.
W.P.(C)No.20425 of 2021 has been filed for the following
reliefs:
"1. the 1st Respondent, the 13th Respondent, and the 14th
Respondent to issue appropriate directions to the 2nd
Respondent Bank and the 3rd Respondent Board to
comply with the Corporate Governance requirements
while conducting the 94th AGM.
2. The 1st Respondent and 13th Respondent to decide
issues raised by the Petitioner in Ext.P and Ext.P and
pass appropriate direction if need be.
3. the 1st Respondent, the 13th Respondent, and the 14th
Respondent to issue appropriate directions to the 2nd
Respondent Bank and the 3rd Respondent Board and
the 9th Respondent Committee to identify appropriate
candidates and place their recommendations before
the members during the 94th AGM.
4. the 13th Respondent and the 14th Respondent to issue
appropriate directions to the 2nd Respondent and the
3rd Respondent reassess the performance of the
Petitioner and recommend the Petitioner for
appointment as Director to be placed before the 94 th
AGM.
5. The quashing of the impugned letter dated 20.09.2021
W.A.Nos.1322 & 1325 of 2021
rejecting the application of the Petitioner under
Section 160 of the Companies Act 2013."
2. W.P.(C)No.19758 of 2021 has been filed for the following
reliefs:
"i. Issue a writ in the nature of mandamus commanding
the respondents 2, 3 and 8 to place the petitioner's
candidature, before the General Body of the 2 nd
respondent scheduled to be held on 29.09.2021,
under Sec. 160(2) of the Companies Act, within such
time as may be fixed by this Hon'ble Court.
ii. Declare that Petitioners have a right under Section
160 of the Companies Act, 2013 to place their
candidature before the members during the AGM
(Annual General Body meeting) of the 2 nd respondent
scheduled to be held on 29.09.2021.
iii. Call for the records leading to Ext.P3 and issue a Writ
in the nature of Certiorari quashing Ext.P3.
iv. Declare the Petitioners are fit and proper candidates
meeting the criteria laid down by the 1st
Respondent."
3. Learned single Judge, after hearing the parties, prima
facie opined that there is no substance in the contentions put
forth by the respondent Bank, as regards the maintainability of
the writ petitions. Writ court has issued further directions.
4. Being aggrieved by the same, Dhanlaxmi Bank Ltd.,
W.A.Nos.1322 & 1325 of 2021
respondent No.2 in the writ petition, has filed W.A.Nos.1322 of
2021 and 1325 of 2021.
5. Though elaborate submissions were made by Mr.Rafique
Dada, learned Senior Counsel appearing for the appellant Bank in
both the appeals, by inviting the attention of this court to the
penultimate paragraph of the interim order dated 29.09.2021,
made in the writ petitions, Mr.P.Chitambaram, learned Senior
Counsel appearing for Mr.P.K.Vijayakumar, respondent No.1 in
W.A.No.1322 of 2021, submitted that opinion of the writ court on
the maintainability was only prima facie and not conclusive as to
whether writ petitions are maintainable or not.
6. He further submitted that though respondents in the writ
petition have cited several judgments, in support of the
contention that the writ petitions are maintainable, there is no
reference to the same in the interim order.
7. He further submitted that he has no objection for the writ
court to hear the question of maintainability and all the
contentious issues raised. For the above purpose, he requested
the matter be remitted back to the writ court.
8. Mr.Rafique Dada, learned Senior Counsel appearing for
the appellant Bank submitted that the interim order goes contrary
W.A.Nos.1322 & 1325 of 2021
to the secretarial practice.
9. Mr.P.Chitambaram, learned Senior Counsel for respondent
No.1 in W.A.No.1322 of 2021, fairly submitted that the above said
issue can also be addressed by the writ court.
10. Mr.Rafique Dada, learned Senior Counsel for the
appellant Bank and Mr.Ranjith Thampan, Senior Counsel for
respondent Nos.1 to 3 in W.A.No.1325 of 2021 have no objection
for the matter being remitted back to the writ court, to consider
the issue of maintainability, for the final conclusion.
11. From the above submissions, we could see that there is
consensus of all the learned Senior Counsel appearing for the
contesting parties, for relegating the matter to the writ court, so
as to enable the parties to advance submissions, for the final
conclusion on the maintainability of the writ petitions, instead of a
prima facie opinion.
12. Placing on record the consensus of all the contesting
parties, we deem it fit to interfere with the impugned interim
order dated 29.09.2021 made in W.P.(C)Nos.19758 of 2021 and
20425 of 2021 to the limited extent of remitting the matter, for
attaining finality to the preliminary issue of maintainability of the
writ petitions.
W.A.Nos.1322 & 1325 of 2021
13. Accordingly, the matter is remitted back to the writ
court, granting liberty to all the parties concerned, to advance
submissions, regarding the maintainability of the writ petitions.
14. Learned single Judge is, therefore, requested to
consider the question of maintainability as a preliminary issue and
accordingly, proceed further.
15. However, we make it clear that all the contentious issues
raised in the appeals are left open for consideration of the learned
single Judge.
Writ appeals are accordingly disposed of.
Sd/-
S.Manikumar
Chief Justice
Sd/-
Shaji P.Chaly
Judge
vpv
//true copy//
P.A. to Judge
