Madras High Court
Church Of South India Trust ... vs The Union Of India on 1 February, 2021
Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
IN THE HIGH COURT OF JUDICATURE AT MADRAS
DATED : 01.02.2021
CORAM
THE HON'BLE MR. JUSTICE R.MAHADEVAN
Writ Petition Nos.25236 and 25419 of 2018 and 32587 of 2019
and
WMP Nos.29340, 29341, 29575, 29577 and 31239 of 2018
1083, 32967, 32968, 32969 & 36108 of 2019
& WMP Nos.1286 & 1288 of 2020
Church of South India Trust Association,
Represented by its Honorary Treasurer,
Mr. C.Robert Bruce,
5 Whites Road, Royapettah,
Chennai 600 014. ... Petitioner in W.P.Nos.25236 of 2018
and 32587 of 2019
Sri.Samuel Cornelius,
Diocesan Treasurer, Church of South India,
Diocese of Madras,
No.224 Cathedral Road,
Chennai 600 086. ... Petitioner in W.P.No.25419 of 2018
..vs..
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
1. The Union of India, represented by
the Secretary to the Government,
Ministry of Corporate Affairs,
New Delhi 110 001.
2. The Director,
Serious Fraud Investigation Office,
2nd Floor, Pryavaran Bhavan,
C.G.O. Complex, Lodhi Road,
New Delhi 110 003.
3. The Regional Director,
Office of the Regional Director, Southern Region, Chennai,
Ministry of Corporate Affairs,
Government of India,
5th Floor, A Wing, Shastri Bhavan,
26 Haddows Road, Chennai 600 006.
4. The Registrar, Office of the Registrar of Companies,
Tamil Nadu, Chennai,
Shastri Bhavan, 2nd Floor,
26 Haddows Road, Chennai 600 006.
5. Assistant Registrar of Companies,
Office of the Registrar of Companies,
Tamil Nadu, Chennai,
Shastri Bhavan, 2nd Floor,
26 Haddows Road, Chennai 600 006.
6. Joint Director, Ministry of Corporate Affairs,
5th Floor, A Wing, Shastri Bhavan,
Dr. Rajendra Prasad Road,
New Delhi 110 001.
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
7. E.Premkumar
8. David Chellaraj
(R-7 and R-8 impleaded, vide order of this Court
dated 20.12.2018 made in WMP Nos.32049 &
38805 of 2018 in W.P.No.25236 of 2018) ... Respondents in
WP.No.25236 of 2018
1. Assistant Director (Banking),
Investigation, 4th Floor, Corporate Bhavan,
Survey No.127/1 Thattiannaram Village,
Bandlaguda, Hayatnagar,
Hyderabad 500 068.
2. The Union of India, represented by
the Secretary to the Government,
Ministry of Corporate Affairs, New Delhi 110 001.
3. The Director,
Serious Fraud Investigation Office,
2nd Floor, Pryavaran Bhavan,
C.G.O. Complex, Lodhi Road,
New Delhi 110 003.
4. The Regional Director,
Office of the Regional Director, Southern Region, Chennai,
Ministry of Corporate Affairs,
Government of India,
5th Floor, A Wing, Shastri Bhavan,
26 Haddows Road, Chennai 600 006.
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
5. The Registrar, Office of the Registrar of Companies,
Tamil Nadu, Chennai,
Shastri Bhavan, 2nd Floor,
26 Haddows Road,
Chennai 600 006. ... Respondents in WP.No.25419 of 2018
1. The Union of India, represented by
the Secretary to the Government,
Ministry of Corporate Affairs,
New Delhi 110 001.
2. The Regional Director,
Office of the Regional Director, Southern Region, Chennai,
Ministry of Corporate Affairs,
Government of India,
5th Floor, A Wing, Shastri Bhavan,
26 Haddows Road, Chennai 600 006.
3. The Registrar, Office of the Registrar of Companies,
Tamil Nadu, Chennai,
Shastri Bhavan, 2nd Floor,
26 Haddows Road,
Chennai 600 006. ... Respondents in WP.No.32587 of 2019
WP.No.25236 of 2018:- Writ Petition filed under Article 226 of the
Constitution of India praying for the issuance of a Writ of Certiorari
calling for the records in the order passed by the 1 st respondent in File
No.07/131/2011/CL-II(SR) dated 07.05.2018 and to quash the same.
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
WP.No.25419 of 2018:- Writ Petition filed under Article 226 of the
Constitution of India praying for the issuance of a Writ of Certiorari
calling for the records in the order passed by the 2nd respondent in File
No.07/131/2011/CL-II(SR) dated 07.05.2018 and the consequential
impugned summons in No. SFIO/CSITA/INV/HYD/2017-18/1764
issued by the 1st respondent dated 19.09.2018 served on 24.09.2018 and
to quash the same.
WP.No.32587 of 2019:- Writ Petition filed under Article 226 of the
Constitution of India praying for the issuance of a Writ of Certiorari
calling for the records in the impugned report in F.NO.ROC-CHN/IPC/
00346/NOTICE/ORDER U/s.206(4) of the 3rd Respondent, dated
13.12.2017 and to quash the same.
For Petitioner in : Mr.G.Masilamani, Sr.C for
WP.Nos.25236/2018 and M/s.D.Prabhu Mukunth Arunkumar
and 32587/2019
For Petitioner : Mr.C.Selvaraj for
in WP.No.25419 of 2018 Mr.S.V.Karthikeyan
For R1 to R6 in : Mr.G.Rajagopalan, ASG, assisted
WP.No.25236/2018 by Mr.Venkataswamy Babu,
and all the respondents in Central Government
WP.Nos.25419/2018 Senior Panel Counsel
and 32587/2019
For R7 in WP.25236/2018: Mr.R.Sreedhar for Mr.M.Ravi
For R8 in WP.25236/2018: Mr.T.R.K.Kumarasingh
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COMMON ORDER
The instant case will serve as a curtain-raiser bringing to the fore
as to how non-compliance of statutory procedure by the authorities, who
are bound to exercise it, resulted in spate of litigations and thereby
wasting the precious time in adjudicating the lis in a different form and
dimension.
Reliefs sought:
2.The writ petitions viz., WP.Nos.25236 of 2018 and 32587 of
2019 have been filed by Church of South India Trust Association,
whereas WP.No.25419 of 2018 has been preferred by one
Sri Samuel Cornelius, who is the Diocesan Treasurer of Church of South
India, Madras Diocese. The reliefs sought in the respective writ petitions
are as follows:
(i)Issue a Writ of Certiorari calling for the records relating to the
order passed by the Government of India, Ministry of Corporate Affairs,
New Delhi in File No.07/131/2011/CL-II(SR) dated 07.05.2018 and to
quash the same.
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(ii)Issue a Writ of Certiorari calling for the records pertaining to
the order passed by the Government of India, Ministry of Corporate
Affairs, New Delhi in File No.07/131/2011/CL-II(SR) dated 07.05.2018
as sought in WP.No.25236 of 2018 and the consequential summons
issued by the Investigating Officer viz., Assistant Director (Banking),
Serious Fraud Investigation Office, Hyderabad, bearing
No.SFIO/CSITA/INV/HYD/2017-18/1764 dated 19.09.2018 served on
24.09.2018 and to quash the same.
(iii)Issue a Writ of Certiorari calling for the records relating to the
report of the Registrar of Companies, Chennai under Section 206(4) of
the Companies Act, 2013, dated 13.12.2017 in F.NO.ROC-CHN/IPC/
00346/NOTICE/ORDER and to quash the same.
3.Since the reliefs sought herein are interconnected and
intertwined, all the three writ petitions were clubbed together and posted
before this Court as 'Specially ordered cases', as per the administrative
orders of the Hon'ble Chief Justice. Accordingly, they were heard and are
decided by this common order.
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Background facts:
4.Shorn of unnecessary details, the germane facts and
circumstances leading to the filing of the present writ petitions, would
run thus:-
4.1 The Church of South India (CSI) is an unregistered body
governed by the Constitution of the CSI. It is a religious organization
which was inaugurated on 26.09.1947, pursuant to union / agreement
reached between the Protestant Churches of different traditions viz.,
Angilican, Methodist, Presbyterian and Congregational. There are 24
Dioceses under the CSI. Each Diocese is having its own Constitution.
CSI is the largest congregation of Protestant Churches in Asia, which is
entitled for protection under Articles 25, 26 and 30 of the Constitution of
India.
4.2 The Church of South India Trust Association (CSITA) is a
registered Company under Section 26 of the Companies Act, 1913;
deemed to be a Company registered under Section 25 of the Companies
Act, 1956; and now, under Section 8 of the Companies Act, 2013 to hold
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the properties of CSI as Trustee thereof. The Constitution of the CSI and
the Constitution of the Diocese reflect that it is a democratic organization
with inbuilt checks and balances in the matter of administration of their
religious and charitable activities. The CSITA being a Charitable
Organization, formed for the purpose of holding the properties of the
CSI, enjoys the benefit of exemption from paying the income tax.
4.3 While so, based on the report dated 12.01.2016 submitted by
the Registrar of Companies, Chennai, under Section 208 of the
Companies Act, 2013 (in short, 'the Act, 2013'), which was forwarded by
the Regional Director (SR), Chennai, recommending SFIO investigation,
by communication dated 02.06.2016, the Government of India, Ministry
of Corporate Affairs, New Delhi (hereinafter referred to as 'the Central
Government'), exercising its power conferred under Section 212(1)(a) of
the Act, 2013, passed an order on 10.06.2016 to investigate into the
affairs of the petitioner / CSITA by the Serious Fraud Investigation
Office (SFIO).
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4.4 One of the Dioceses of CSI viz., Medak Diocese in
Andhra Pradesh filed a writ petition in WP.No.38841 of 2016 before the
High Court of Judicature at Hyderabad for the State of Telengana and the
State of Andhra Pradesh questioning the aforesaid order dated
10.06.2016 passed by the Central Government and the consequential
proceedings and notice served on them. On 16.11.2017, the High Court
of Hyderabad disposed of the said writ petition by setting aside the order
as well the consequential proceedings and notice issued against the
petitioner therein and remitted the matter to the Central Government, for
exercise of its jurisdiction under Section 212 of the Act, 2013, basing on
the report of the Registrar of Companies, within three weeks from the
date of receipt of copy of the order.
4.5 In the interregnum period, the petitioner / CSITA filed a writ
petition in WP.No.32457 of 2017 challenging the report of the Registrar
of Companies, Chennai under Section 208 of the Act, 2013, dated
12.01.2016 and the communication of the Regional Director, Southern
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Region, Chennai, dated 02.06.2016, which are the basis for the order
dated 10.06.2016 passed under Section 212 of the Act, 2013 by the
Central Government. The said writ petition was dismissed by this Court,
vide order dated 22.02.2018, against which, the petitioner / CSITA went
on appeal in WA.No.844 of 2018. By judgment dated 18.06.2018, the
said writ appeal along with WA.No.1036 of 2018, was disposed of,
directing the appellants therein to challenge the report of the Registrar of
Companies, Chennai dated 13.12.2017 and the consequential order dated
07.05.2018 passed by the Central Government.
4.6 According to the petitioner / CSITA, based on the report of
the Registrar of Companies, Chennai, dated 13.12.2017, the Central
Government passed the order dated 07.05.2018 assigning the
investigation into the affairs of the CSITA to the Serious Fraud
Investigation Office (SFIO). However, the said order and the report have
not been served on them. Only during the hearing of the writ appeals, a
copy of the order dated 07.05.2018 was served on the learned counsel for
the CSITA. Thereafter, the CSITA has preferred the first writ petition
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viz., WP.No.25236 of 2018 to quash the said order dated 07.5.2018
passed by the Central Government.
4.7 Consequent to the order dated 07.05.2018, one
Samuel Cornelius, Diocesan Treasurer of the CSI, Madras Diocese, was
issued with a summons dated 19.09.2018 by the Assistant Director
(Banking), SFIO, Hyderabad, directing him to appear along with
documents mentioned therein for examination and recording the
statement under Oath, on 27.09.2018 at 11.00am in the office of the
Regional Director of SFIO. Aggrieved over the same, the said office
bearer has come up with the second writ petition viz., WP.No.25419 of
2018 to quash the summons served on him.
4.8 In the mean while, the petitioner / CSITA, by letters dated
18.06.2018, 01.08.2018 and 09.08.2018, sought a copy of the report
dated 13.12.2017, but, the same was not furnished to them for want of
instructions from the Central Government. Subsequently, as per the order
of this Court dated 28.06.2019 passed in WP.Nos.25236 and 25419 of
2018, the petitioner / CSITA was furnished with a copy of the report of
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the Registrar of Companies, Chennai dated 13.12.2017 filed under
Section 208 of the Act, 2013, which is under challenge in the third writ
petition viz., WP.No.32587 of 2019.
Pleadings of the parties:
5.1 According to the petitioner / CSITA, as the investigation by
SFIO is a serious in nature, they cannot be deprived of the copy of the
report dated 13.12.2017, based on which, the Central Government in
exercise of its jurisdiction conferred under Section 212 of the Act, 2013,
ordered SFIO investigation into the affairs of the company. Further, the
order dated 07.05.2018 proceeded to state that the same was passed
under Section 212(1)(a) and (c) of the Act, 2013, basing on the report of
the Registrar of Companies, dated 13.12.2017 under Section 208;
however, no inspection was made and no enquiry was conducted under
Section 206/ 207, as contemplated; no opportunity of being heard was
provided as per Section 206(4); and hence, the said report cannot be
treated as a report under section 208. That apart, the order dated
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07.05.2018 under Section 212, was passed without forming an opinion as
contemplated under Section 210 and also contrary to the order of the
High Court of Hyderabad. Therefore, the report dated 13.12.2017 as well
as the order dated 07.05.2018 which are under challenge in
WP.Nos.25236 of 2018 and 32587 of 2019, are arbitrary, illegal and
against the principles of natural justice.
5.2 The petitioner in WP.No.25419 of 2018 stated that summons
issued pursuant to the order of the Central Government assigning SFIO
investigation into the affairs of the company, did not disclose the fact
about the prior approval of the Central Government in consonance with
Section 217 of the Act, 2013 and a copy of the order dated 07.05.2018
was not enclosed therein and therefore, the said summons is contrary to
the relevant provisions of the Act, 2013 and in violation of the principles
of natural justice. It is also stated that the Diocese of the CSI being
unregistered body, coming under the control of the CSITA, cannot be
subjected to investigation by the SFIO.
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6. Denying the averments made in the writ petitions, the
respondents 1 to 6 filed a detailed counter affidavit, wherein, it is
inter alia stated as under:
6.1 The very purpose of creating the CSITA is to acquire, hold
and administer properties of the CSI and its constituent churches, which
inturn is part of the 24 Dioceses and hence, the averments of the CSITA
that the 24 Dioceses of the CSI are unregistered bodies and the CSITA
alone can be commanded in the facts and circumstances of the case to
produce the documents, if any, and the Diocese cannot be subjected to
investigation by SFIO, are untenable. According to the these
respondents, the CSITA, CSI and its constituent Diocesan Units have to
be treated as single entity, when they come to any investigation.
6.2 It is established principle in corporate jurisprudence that if
somebody or a person or a group of persons is trying to play fraud or
taking advantage of the corporate personality for immoral, illegal or
other purpose which are against public policy, then the corporate veil of
the company has to be pierced. In the present case, the CSI and its
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constituent Diocesan Units, taking advantage of the corporate personality
of the CSITA, have availed bank loans by creating charges on the
immovable and movable properties, tax benefits, suing the property
disputes, etc., however, the CSITA does not show any fixed assets in the
balance sheet filed with the Registrar of Companies and hence, the
corporate veil of the CSITA deserves to be pierced.
6.3 The Central Government ordered investigation into the
affairs of the petitioner / CSITA by SFIO, on 07.05.2018, after a
thorough analysis of the report dated 13.12.2017 submitted by the
Registrar of Companies under Section 208, which is in continuance of
the earlier report dated 12.01.2016. Moreover, the High Court of
Hyderabad, while remitting the matter, directed the Central Government
only to reconsider the same afresh in terms of Section 212 of the Act,
basing on the report of the Registrar of Companies. Hence, there is no
need for a fresh inspection and inquiry under section 206/207 of the Act,
2013.
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6.4 Since all the procedural aspects of the Act, 2013, have been
complied with by the respondent authorities and reasonable opportunity
of being heard was given to the CSITA, none of the civil rights of the
petitioner have been affected.
6.5 An order under section 212 for investigation by SFIO is just
a preliminary step in the proceedings and the investigation by SFIO is
concluded by the submission of the Investigation report to the Central
Government, as mandated under Section 212(12) of the Act, 2013. Only
after considering the investigation report by the Central Government, the
truth of real allegations will be brought out to proceed with prosecution
of the CSITA and its officers including Directors, depending on the
findings contained in the Investigation Report. Hence, the question of
violation of the principles of natural justice, does not arise at this stage.
6.6 It is the further case of the respondents that various
allegations were raised against the petitioner / CSITA, which compelled
the Central Government to order inspection of the Books of Accounts of
the company on 08.08.2011 under Section 209A of the Companies Act,
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1956. Accordingly, inspection was conducted and a report was submitted
pointing out various violations of the Act. Based on the same,
prosecution was launched against the company and its officers before the
Economic Offences Court, Chennai. Subsequently, notice dated
05.10.2015 under section 206(4) of the Act, 2013 was issued, to which,
the petitioner / CSITA submitted its explanation on 15.10.2015. After
considering the same, the Registrar of Companies, filed the report dated
12.01.2016 under Section 208 of the Act, 2013. Pursuant to the same, the
Central Government under Section 212, ordered investigation into the
affairs of the Company by SFIO, which was quashed by the High Court
of Hyderabad. Thereafter, the Registrar of Companies, submitted another
report dated 13.12.2017 in continuation of the earlier report dated
12.01.2016 under Section 208. Based on the same, the Central
Government passed the order dated 07.05.2018 under Section 212(1)(a)
and (c) of the Act, 2013, after complying with all the procedures as
envisaged in sections 206 to 208, which holds good in law.
Consequently, the summons dated 19.09.2018 came to be issued to the
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office bearer of one of the units of the petitioner / CSITA. However, with
an intent to delay the proceedings, the petitioner / CSITA is involved in
the act of forum shopping. On this ground alone, the present writ
petitions are liable to be dismissed.
7.During the pendency of the writ petitions, one E.Premkumar and
David Chellaraj, who are the members of CSI Diocese, were impleaded
as the respondents 7 and 8 respectively in WP.No.25236 of 2018, vide
order of this Court dated 20.12.2018. The newly impleaded respondents
filed their respective counter affidavits.
8.According to the averments made in the counter affidavit filed
by the seventh respondent, the writ petition was sworn by one
Robert Bruce claiming himself to be the Treasurer of the CSITA, who is
not a validly elected Treasurer and as per the order dated 18.11.2016
passed by the National Company Law Tribunal in CP.No.2 of 2016, as
confirmed by this Court vide order dated 20.12.2018 in CRP.No.3739 of
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2016, he has no locus standi to represent the CSITA and the entire
election process is under the investigation of SFIO and hence, the writ
petition filed by him on behalf of the CSITA is not maintainable and the
same is liable to be dismissed in limini. It is also averred therein that the
contents of the affidavit filed in support of the writ petition are not only
false averments, but also misleading and fraudulent in nature, besides
suppressive of material facts. Therefore, there is urgent need to regulate
the affairs of the CSITA so as to ensure proper accountability,
transparency and propriety.
9.The eight respondent in his counter affidavit, stated that the
CSITA is a company registered under the Companies Act and is also
functioning as a Trust and hence, it is bound by the provisions of the
Companies Act as well as the law relating to that of Trust; and
WP.No.38841 of 2016 was filed by the power of attorney of the CSITA
before the High Court of Hyderabad, the present two writ petitions were
filed by the CSITA itself and the third writ petition was filed by the
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subordinate of the CSITA and thus, the petitioner / CSITA cannot be
permitted to indulge in forum shopping and forum swapping. The
counter affidavit further proceeds to state that the report of the Registrar
of Companies filed before the Central Government would clearly
disclose that the CSITA is found guilty of mismanagement of the trust
properties and misappropriation of the trust funds through its officers and
hence, appropriate action has to be initiated to safeguard the trust and its
movable and immovable properties from the hands of the unworthy
people. Thus, it is prayed that the writ petition may be dismissed and the
investigation into the affairs of the petitioner / CSITA by SFIO may be
ordered.
Submissions of the Counsels:
10.1 Mr.Masilamani, learned Senior Counsel representing the
counsel on record for the petitioner / CSITA submitted that the order
dated 07.05.2018 impugned in WP.No.25236 of 2018, has been passed
by the Central Government exercising its power under Section 212 of the
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Act, 2013, however, without forming an opinion as contemplated under
Section 210, which is contrary to the order dated 16.11.2017 passed by
the High Court of Hyderabad in WP.No.38841 of 2016 as well and
hence, the same is non-est in law. It is also submitted that the impugned
order has not been served on the petitioner / CSITA and as such, the
same is in violation of the principles of natural justice.
10.2 The learned Senior Counsel further submitted that the order
dated 07.05.2018 referred to the report of the Registrar of Companies,
dated 13.12.2017 impugned in WP.No.32587 of 2019, which cannot be
treated as report under Section 208, unless it is preceded by an inspection
or enquiry as contemplated under Sections 206 and 207, as per which, the
Registrar or Inspector shall inspect the books of account or conduct
enquiry and other books and papers of the Company. He also submitted
that though replies were properly sent, with respect to the notice
regarding allegations, no enquiry was conducted under Section 207 and
therefore, the impugned report suffers from error apparent on the face of
the record. Adding further, he submitted that the Registrar of Companies
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does not have powers under Section 208 to recommend the investigation
by SFIO. Thus, according to him, the impugned report is liable to be
quashed.
11.1 Mr.C.Selvaraj, learned counsel representing the counsel on
record for the petitioner in W.P.No.25419 of 2018 submitted that
consequent to the order dated 07.05.2018 passed by the Central
Government, the impugned summons dated 19.09.2018 came to be
issued by the first respondent /SFIO, directing the petitioner to appear for
examination and recording of statement under Oath, without disclosing
the prior approval of the Central Government in consonance with Section
217(4) of the Act, 2013; a copy of the order dated 07.05.2018 ordering
investigation by SFIO, has not been enclosed therein; and hence, the
impugned summons is arbitrary, illegal and violative of the principles of
natural justice. It is also submitted that since the order dated 07.05.2018
is pertaining to investigation into the affairs of the CSITA by SFIO, the
summons sent to the petitioner herein, who is an office bearer of the CSI,
Madras Diocese, is contrary to law and hence, it is liable to be set aside.
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11.2 Drawing the attention of this Court to the report of the
Registrar of Companies dated 12.01.2016, a copy of which is enclosed at
page 217 of the typed set of papers dated 19.11.2019, the learned
counsel, with respect to the allegation relating to 'amendment of the
Memorandum of Association (MoA) and Articles of Association (AoA)
without the approval of the Central Government', submitted that the
amendment was taken place on 05.03.2002 i.e., prior to the introduction
of the Companies Act, 2013 and hence, 1956 Act only applies to the facts
of the present case; further, Section 25 of the Companies Act, 1956,
corresponds to Section 8 of the Companies Act, 2013, which deals with
amendment and as per the said provisions, only for amending the objects,
prior permission of the Central Government is required and hence, there
is no violation of the provisions of Section 31 of the 1956 Act. As
regards the second allegation relating to vacation of office by the
Directors, he submitted that the prosecution was with respect to the non-
filing of statutory returns and therefore, the comments of the Officer in
this regard, is nothing but meaningless. In respect of the allegation
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against Bishops and their stooges for unauthorized usage of rent free
bungalows, luxury cars and unwarranted free world tours, he submitted
that the Registrar has usurped the power of the Civil Court and he does
not have any power to raise such allegation and his power is restricted
only to send a report under Section 206 (4) of the Act, instead he sent a
report under Section 208 stating that the verification of books of account
and records of the company are required. He also submitted that the
interpretation of document, viz., settlement deed, dated 21.05.1979, is a
question of law.
11.3 With respect to other allegations, the learned counsel
submitted that there is no separate PAN number for each Diocese, as they
are unregistered bodies and the CSITA alone has got PAN number and it
gives power of attorney to all the Bishops to do the business of
individual Diocese. He further submitted that without verifying the
financial statement, the Registrar of Companies recommended to order
for SFIO investigation, in respect of the alleged mismanagement and
misappropriation of funds in the CSI Kalyani Hospital, which is incorrect
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in the eye of law. Thus, he totally refuted the comments given by the
Registrar of Companies, as there was no specific allegation made against
the petitioner.
11.4 The learned counsel further submitted that the letter dated
02.06.2016 arises out of the fresh complaints received by various
complainants and the same is not in continuance of the earlier report
dated 12.01.2016 and as such, the Registrar of Companies ought to have
followed Section 206 and filed another report under Section 208. In other
words, in respect of the complaints received after 12.01.2016, the
Registrar of Companies has to make enquiry afresh and file another
report under Section 208, after complying with Section 206. He also
submitted that based on the report dated 12.01.2016, the Central
Government ordered SFIO investigation into the affairs of the CSITA,
vide order dated 10.06.2016, which was subsequently, set aside by the
High Court of Hyderabad by order dated 16.11.2017 in WP.No.38841 of
2016 and the matter was remanded to the Central Government, for
exercise of its jurisdiction under Section 212 of the Act, but, the said
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order was not strictly complied with by the Central Government.
However, the learned counsel fairly submitted that the petitioner is
inclined to appear for enquiry, if any such order is passed by this Court.
11.5 Referring to Sections 210 and 212 of the Act, 2013, the
learned counsel submitted that based on the report dated 13.12.2017, the
impugned order dated 07.05.2018 has been passed under Section
212(1)(a) and (c) of the Act; and section 212(1)(a) speaks about the
report of the Registrar of Companies under Section 208, for which, the
Registrar has to follow Section 206(4), which was not done in the present
case. He further submitted that as per Section 208, the Registrar or
Inspector shall, after inspection of the books of account or enquiry under
Section 206 and other books and papers of the company under section
207, submit a report in writing to the Central Government along with
documents if any, including recommendation about further investigation;
and hence, the report under Section 208 should be made after complying
with the provision of Section 206, where serious scrutiny is required.
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With these submissions, the learned counsel prayed to allow these writ
petitions by setting aside the impugned proceedings.
12.1 Mr.G.Rajagopalan, learned Additional Solicitor General
assisted by Mr.Venkataswamy Babu, learned Central Government Senior
Panel Counsel appearing for the respondents 1 to 6 submitted that the
issue raised before this Court is, whether there are sufficient materials on
record to order SFIO investigation. Referring to sub section (1) of
Section 212, he submitted that without prejudice to the provisions of
Section 210, where the Central Government is of the opinion that it is
necessary to investigate into the affairs of a Company by the SFIO,
subject to the following conditions: (a) on receipt of a report of the
Registrar or Inspector under Section 208; or (b) on intimation of a special
resolution passed by a company that its affairs are required to be
investigated; (c) in the public interest; or (d) on the request made by any
Department, either Central Government or State Government. Even
assuming that the impugned order will not stand under section 212(1)(a)
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for not following the relevant provisions by the Registrar or Inspector,
while making report under Section 208, it is very much sustainable, in
view of clause (c) of Section 212(1), on the ground of public interest. To
buttress the said submission, he placed reliance on the following
decisions of the Supreme Court:
(i)In Barium Chemicals Limited and another v. Company Law
Board and Others, [1966 Supp SCR 311 : AIR 1967 SC 295], wherein
it was held as follows:-
"31. The object of Section 237 is to safeguard the
interests of those dealing with a company by providing
for an investigation where the management is so
conducted as to jeopardize those interests or where a
company is floated for a fraudulent or an unlawful
object. Clause (a) does not create any difficulty as
investigation is instituted either at the wishes of the
company itself expressed through a special resolution or
through an order of the court where a judicial process
intervenes. Clause (b), on the other hand, leaves
directing an investigation to the subjective opinion of the
government or the Board. Since the legislature enacted
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Section 637(i)(a) it knew that Government would entrust
to the Board its power under Section 237(b). Could the
legislature have left without any restraints or limitations
the entire power of ordering an investigation to the
subjective decision of the Government or the Board?
There is no doubt that the formation of opinion by the
Central Government is a purely subjective process. There
can also be no doubt that since the legislature has
provided for the opinion of the government and not of
the court such an opinion is not subject to a challenge on
the ground of propriety, reasonableness or sufficiency.
But the Authority is required to arrive at such an opinion
from circumstances suggesting what is set out in Sub-
clauses (i), (ii) or (iii). If these circumstances were not to
exist, can the government still say that in its opinion they
exist or can the Government say the same thing where
the circumstances relevant to the clause do not exist?
The legislature no doubt has used the expression
'circumstances suggesting'. But that expression means
that the circumstances need not be such as would
conclusively establish an intent to defraud or a
fraudulent or illegal purpose. The proof of such an intent
or purpose is still to be adduced through an
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investigation. But the expression 'circumstances
suggesting' cannot support the construction that even the
existence of circumstances is a matter of subjective
opinion. That expression points out that there must exist
circumstances from which the Authority forms an
opinion that they are suggestive of the crucial matters set
out in the three sub-clauses. It is hard to contemplate that
the legislature could have left to the subjective process
both the formation of opinion and also the existence of
circumstances on which it is to be founded. It is also not
reasonable to say that the clause permitted the Authority
to say that it has formed the opinion on circumstances
which in its opinion exist and which in its opinion
suggest an intent to defraud or a fraudulent or unlawful
purpose. It is equally unreasonable to think that the
legislature could have abandoned even the small
safeguard of requiring the opinion to be founded on
existent circumstances which suggest the things for
which an investigation can be ordered and left the
opinion and even the existence of circumstances from
which it is to be formed to a subjective process. This
analysis finds support in Gower's Modern Company Law
(2nd Ed.) p. 547 where the learned author, while dealing
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with Section 165(b) of the English Act observes that 'the
Board of Trade will always exercise its discretionary
power in the light of specified grounds for an
appointment on their own motion' and that 'they may be
trusted not to appoint unless the circumstances warrant it
but they will test the need on the basis of public and
commercial morality.' There must therefore exist
circumstances which in the opinion of the Authority
suggest what has been set out in Sub-clauses (i), (ii) or
(iii). If it is shown that the circumstances do not exist or
that they are such that it is impossible for any one to
form an opinion therefrom suggestive of the aforesaid
things, the opinion is challengeable on the ground of
non-application of mind or perversity or on the ground
that it was formed on collateral grounds and was beyond
the scope of the statute."
(ii) In Swadeshi Cotton Mills v. Union of India, [(1981) 1 SCC
664], wherein it was held as follows:-
"58. On the other hand, Shri Nariman submits that
the High Court was clearly in error in holding that the
satisfaction of the Central Government with regard to the
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necessity of taking immediate action was not open to
judicial review at all. It is emphasised that the very
language of the provision shows that the necessity for
taking immediate action is a question of fact, which
should be apparent from the relevant evidence in the
possession of the Government.
59. We find merit in this contention. It cannot be
laid down as a general proposition that whenever a
statute confers a power on an administrative authority
and makes the exercise of that power conditional on the
formation of an opinion by that authority in regard to the
existence of an immediacy, its opinion in regard to that
preliminary fact is not open to judicial scrutiny at all.
While it may be conceded that an element of subjectivity
is always involved in the formation of such an opinion,
but as was pointed out by this Court in Bariam
Chemicals (ibid), the existence of circumstances from
which the inferences constituting the opinion, as the sine
qua non for action are to be drawn, must be
demonstrable, and the existence of such "circumstances",
if questioned, must be proved at least prima facie.
60. Section 18AA(1)(a), in terms, requires that the
satisfaction of the Government in regard to the existence
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
of the circumstances or conditions precedent set out
above, including the necessity of taking immediate
action, must be based on evidence in the possession of
the Government. If the satisfaction of the Government in
regard to the existence of any of the conditions, (i) and
(ii), is based on no evidence, or on irrelevant evidence or
on an extraneous consideration, it will vitiate the order
of 'take-over', and the Court will be justified in quashing
such an illegal order on judicial review in appropriate
proceedings. Even where the statute conferring the
discretionary power does not, in terms, regulate or hedge
around the formation of the opinion by the statutory
authority in regard to the existence of preliminary
jurisdictional facts with express checks, the authority has
to form that opinion reasonably like a reasonable
person."
(iii)In Sunair Hotels Limited v. Union of India and another
[Judgment of the Delhi High Court, dated 26.04.2017 passed in
WP(C) No.3444 of 2016], it was observed as follows:
"61. From the perusal of the above, it is patently
clear that the impugned order is based upon material that
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
has been prima facie demonstrable before this Court. The
facts and circumstances summarised in the preceding
paragraphs hereinabove, also reveal that the impugned
order cannot be said to have been based on any irrelevant
or extraneous considerations. In my view, Respondent
No.1 has bestowed sufficient attention to the ample
material available before it, before passing the impugned
order.
62. The ground on which investigation was found
to be warranted is 'public interest', within the meaning of
the provisions of Section 212 of the 2013 Act. The Black's
Law Dictionary, Sixth Edition, defines the expression
'public interest' to mean something in which the public,
the community at large, has some pecuniary interest, or
some interest by which their legal rights or liabilities are
affected.
63. In view of the facts and circumstances as have
been elaborated in the preceding paragraphs, the argument
that the impugned order be set aside, since no public
interest has been made out, is baseless, devoid of merit
and thus rejected."
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12.2 The learned Additional Solicitor General further submitted
that pursuant to the direction of the High Court at Hyderabad, after two
rounds of litigation, the order and summons impugned in respective WP
Nos.25236 and 25419 of 2018, came to be issued and there is no
procedural violation, as alleged by the petitioners. It is also submitted
that considering the nature of the allegations raised against the petitioner/
CSITA, the Registrar of Companies filed a report under Section 208,
recommending to order SFIO investigation, as the SFIO investigation
alone can bring all the irregularities into light; whether the
petitioner/CSITA has committed any fraud, is to be tested by the
Investigating Authority and the investigation as ordered under Section
212, is yet to be commenced; and hence, the question of violation of the
principles of natural justice does not arise at this stage and the petitioners
are not at all aggrieved in any manner.
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12.3 Adding further, the learned Additional Solicitor General
submitted that though the petitioner / CSITA claimed that they had
already submitted all the required documents for scrutiny, the documents
produced did not disclose all the particulars. It is also submitted that to
exercise its control over the properties of the church and diocese, the
petitioner / CSITA is forming them as 'Society', which is evident from the
Certificates pertaining to the 'Krishna Godavari Diocese' enclosed at
Pages 316 and 317 (members of the society consisting of Bishops, clause
5 (a), and powers of the Treasurer); the Diocesan units are using separate
PAN numbers, apart from CSITA having a PAN; as far as the allegation
pertaining to Coimbatore CSI Diocese is concerned, the CSITA stood as
guarantor for a sum of Rs.3.5 crores and if that loan is defaulted, the
properties belonging to the CSITA will be attached and SARFAESI
action will be initiated against the guarantor also; in this regard, FIR has
been registered on the file of the Thiruppur Police Station, which was
stayed by this Court; and there were various proceedings initiated against
the petitioner / CSITA by the Customs Officials and Income Tax
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
Officers, besides Economic Offence cases and the SFIO alone is having
power to deal with all the issues; and hence, the order passed by the
Central Government to investigate the affairs of the company by SFIO,
based on the report of the Registrar of Companies and consequential
summons issued, do not call for any interference by this Court.
12.4 The learned Additional Solicitor General also contended
that the order impugned in the writ petition was passed after forming the
opinion as required by Section 210 and hence, there is no requirement to
quash the same. According to him, sufficient materials are available with
the Central Government for ordering investigation by SFIO and in the
case on hand, the investigation was ordered based on the report
forwarded by the Registrar of Companies, under Section 208 and it is a
case of agreement between the Registrar of companies and the Central
Government. Therefore, the Central Government is deemed to have
complied with the requirement of Section 212 and no exception to the
order impugned, could be taken.
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
12.5 Mr.Venkataswamy Babu, learned Central Government
Senior Panel Counsel, appearing for the Official respondents submitted
that criminal cases have been registered against two of the office bearers
of CSITA, on the allegation that they have sold the church property for a
throw-away price. Further, he produced a sealed cover containing the
noting proceedings relating to the subject company, for perusal of this
Court.
13.1 Mr.R.Sreedhar, learned counsel representing the counsel on
record for the seventh respondent in WP.No.25236 of 2018 questioned
the capacity of C.Robert Bruce, Honorary Treasurer of the petitioner /
CSITA in filing the writ petition. He also submitted that earlier two
identical writ petitions came to be filed by the petitioner herein,
challenging the report of the Registrar of Companies dated 12.01.2016
and the communication of the Regional Director (SR), Chennai dated
02.06.2016, out of which, the second writ petition viz., W.P.No.32457 of
2017 came to be dismissed as premature, vide order dated 22.02.2018,
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
against which, WA.No.844/2018 was filed; and the first writ petition in
WP.SR.No.123943 of 2017 came to be dismissed at SR stage for non-
compliance of the defects pointed out by the Registry, by order dated
01.11.2019. Thus, according to the learned counsel, the petitioner has
played fraud upon the Court and indulged in forum shopping and hence,
the writ petition is hit by the principle of res judicata.
13.2 The learned counsel also submitted that the order dated
10.06.2016 passed under Section 212 of the Act, 2013 was quashed by
the High Court of Hyderabad and the Central Government was directed
to take note of the report filed by the Registrar of Companies under
Section 208 and to consider the matter afresh under Section 212 alone.
According to him, under Section 206(4) enquiry was conducted and
records were called for from the CSITA and after receiving reply, the
report under Section 208 dated 12.01.2016 was made and that report
containing 45 pages, remains unchallenged and hence, the same is still in
force. Even in the present writ petition, the petitioner / CSITA has not
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
challenged the said report. He drew the attention of this Court to clauses
(a) to (c) of Section 212(1) and submitted that SFIO investigation can be
ordered by this Court, if not invoking by sub section (1)(a) or (1)(b) of
section 212, but by Section 212 (1)(c), viz., in the public interest, since
the petitioner / CSITA is involved in mismanagement and
misappropriation of crores of money. In support of the said submission,
he placed reliance on the decision in Sunair Hotels Limited v. Union of
India and another, wherein taking note of the existence of public
interest, the order passed by the Central Government assigning the
investigation of the company by SFIO, was confirmed by the Delhi High
Court. He further submitted that the petitioner / CSITA has approached
this Court with unclean hands, stating that the order of the Hyderabad
High Court was made ready on 19.12.2017, but before receiving the said
order copy, the petitioner / CSITA has filed WP.No.32457 of 2017 on
11.12.2017, conveniently omitting the observations made by the
Hyderabad High Court in the said order; since the order of the Hyderabad
High Court was not challenged, it has become final and binding on the
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
parties. Thus, the materials available on record would disclose that SFIO
investigation is very much essential.
13.3 According to the learned counsel, prior to the Act, 2013, the
petitioner / CSITA was constituted and hence, any amendment to the
Articles of Association has to be made by way of passing a special
resolution and the same has to be forwarded to the Registrar of
Companies for making necessary entry. In this regard, he drew the
attention of this Court to Clauses 4 and 7 of the AoA, dated 05.03.2002;
only one PAN is available in the name of CSITA, but it is being used by
24 Dioceses and hence, the funds are routed through the petitioner /
CSITA only.
13.4 The learned counsel further submitted that based on the
NCLT Order, Justice K.Sampath (Retd.) was appointed as Administrator,
against which, a Civil Revision Petition came to be filed, which was
dismissed by this Court; subsequently, the Honorary Treasurer
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
C.Robert Bruce was removed and the very same NCLT Bench removed
the Administrator and gave power to CSITA itself; though major
decisions were stalled, the petitioner has taken all the decisions and also
passed resolution to that effect. According to the learned counsel, such
act of the petitioner / CSITA was not intimated to the Registrar of
Companies and hence, the same amounts to fraud; since the order passed
by the Division Bench with respect to removal of Robert Bruce was not
challenged, the same attained finality. Further, there are violations of the
provisions of Company law as well as other Regulations, which are
overlapping. Hence, the learned counsel sought to dismiss the writ
petition.
14.1 Reiterating the averments made in the counter affidavit,
Mr.T.R.K.Kumarasingh, learned counsel for the eighth respondent in
WP.No.25236 of 2018 submitted that the legal status of CSITA, by virtue
of interpretation itself, is a company, but with respect to functions, it is a
trust, as per the Memorandum of Association and the Articles of
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Association framed in the year 1947. In this regard, he drew the attention
of this Court to MoA and AoA of the CSITA. He also raised a
preliminary issue as regards the maintainability of the writ petition.
According to him, the writ petition before the Hyderabad High Court was
filed by one Dr.Vimal Sukumar, General Power of Attorney, representing
the petitioner therein, as against the order dated 10.06.2016 passed by the
Central Government, whereas the writ petition before this Court was
filed by the CSITA itself and the order impugned herein is in pursuance
of the order dated 16.11.2017 passed by the Hyderabad High Court in
WP.No.38841 of 2016; and as such, no separate writ petition can lie
before this Court and the petitioner can redress its grievances before the
High Court at Hyderabad.
14.2 The learned counsel further referred to the decision of the
Delhi High Court in Sunair Hotels Limited case (supra) and submitted
that the order passed by the Central Government, assigning the
investigation into the affairs of the petitioner / CSITA to SFIO, in the
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public interest, does not warrant any interference. He also submitted that
this Court has got power to suo motu order for SFIO investigation, in the
public interest; and that, since the petitioner is a company as well as
Trust, the Court has got inherent duty to protect the same under
paren patriea jurisdiction. To substantiate the said contention, he
referred to the following decisions:
(i) Coastal Projects Ltd v. IFCI Limited and another, Delhi
High Court, (DB) [LPA.Nos.641 and 642 of 2016 dated 20.12.2018]:
"33. The Court has the power while dealing with
the matter under the Contempt of Courts Act, to order for
an investigation of the matter which comes in the
knowledge of the Court regarding any violation, breach of
law etc. and such a power stands derived from the
Constitution itself, hence the submission of the learned
counsel for the appellants that the Court cannot pass any
direction for investigation while dealing with the
contempt petition is absolutely untenable in law, hence
the same is rejected. The impugned order passed by
the learned Single Judge, in view of the facts and
circumstances of the case, has been passed fully within
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the precincts of the power of the Court and the direction
for investigation by the SFIO into the prima facie
allegations which have been referred to in the gist of the
report is just and proper."
(ii) Court on it's own motion v. UOI, [Jharkhand HIgh Court],
2018 (3) JCR 44:
" 15. ... Power of the High Court under Article
226 of the Constitution of India to direct the C.B.I to
investigate the cognizable offence in a State without
consent of the State Government was substantially the
issue in the case of State of West Bengal and others Vrs.
Committee for protection of democratic rights, West
Bengal and others reported in (2010) 3 SCC 571,
decided by the constitution Bench of the Hon'ble
Supreme Court. The Hon'ble Apex Court at para 57 of
the report dealt with the powers of judicial review
conferred on the High Court and held that the High
Courts are authorized under Article 226 of the
Constitution, to issue directions, orders or writs to any
person or authority, including any Government to
enforce fundamental rights and, " for any other purpose".
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It was also observed that powers of judicial review
conferred on the High Court undoubtedly are in a way
wider in scope. At para 68(v) the Apex court has also
observed as follows:-
"Para 68(v) Restriction on Parliament by the
Constitution and restriction on the executive
by Parliament under an enactment, do not
amount to restriction on the power of the
Judiciary under Article 32 and 226 of the
Constitution".
We are therefore of the opinion that in an
appropriate case direction can be issued on the SFIO
under Article 226 of the Constitution of India to enquire
whether the case involves serious fraud or not into the
affairs of the Company.
At this stage we refrain from expressing any
opinion whether it is case of serious fraud in the misuse
and misappropriation of public money by the Agency or
any other body or individuals with the aid of the
authorities of Lender Bank and NHAI. It is to be
enquired whether there has been a deliberate failure on
the part of the authorities and the lender Banks in
discharge of their public duties with an intention to
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favour the Agency?
...
17. ..... The SFIO is a multidisciplinary body
comprised of experts of different fields appointed by the
Central Government from amongst persons of ability,
integrity and experience in banking; corporate affairs;
taxation; forensic audit; capital market; information
technology; law; or such other fields as may be
prescribed. The SFIO has a mandate under the Act of
2013 and the notification under which it is created to
investigate serious cases of fraud in relation to a
company in the public interest under Section 212 of the
Act of 2013. The present matter relates to involvement of
the Concessionaire Company incorporated under
the Companies Act and also the instrumentalities of the
State i.e. the authorities of the consortium of Banks led
by Canara Bank, NHAI and also the State Government.
The conspectus of facts and circumstances that have
emerged in the matter of execution of such large project
with an outlay of Rs.1654 crores approximately and the
manner in which huge advances have been made by the
lending bank out of the public exchequer without any
commensurate progress of work over a period of about 5
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years since it commenced in December 2012, requires an
inquiry as to whether its a case of serious fraud which
needs to be investigated.”
(iii) C.K. Rajan vs State of Kerala and Others [AIR 1994 Ker
179]:
"... In Sitarama Chetty v. Subramania Ayyar, 39 Mad
700 : (AIR 1917 Mad 551), the Madras High Court, citing
Attorney General v Bro-die, (1846) 4 Moo Ind App 190
and Maharanee Shibessoree v. Mothooranath, (1869-70) 13
Moo Ind App 270, held that the High Courts and the
mofussil Courts were Courts of both law and equity and
that they can exercise jurisdiction over religious and
charitable institutions in the same way as the Courts
Chancery did in England."
(iv) Guruvayoor Devasthanam Managing Committee and
another v. C.K.Rajan and others, (2003) 7 SCC 546:-
"90. The curtain of this litigation must be drawn
here and now. The State admittedly implemented many of
the suggestions of the high Court. They would not be
reopened. Some suggestions of the High Court are
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pending consideration at the hands of the State. They may
be considered. The State shall, however, as regard the
directions of the High Court which according to it cannot
be complied with, pass appropriate orders recording
sufficient and cogent reasons therefor as expeditiously as
possible and not beyond a period of three months from the
date of communication of this order. The High Court, if
any proceeding is initiated in relation thereto, may deal
therewith in accordance with law. The administration of
the temple, it is stated, has been taken over by the State
and the other statutory functionaries. They shall, we have
no doubt in our mind, having regard to the fact that
special treatment has been accorded to the temple by the
State Legislature, carry out its activities in true letter and
spirit thereof. The State and the statutory functionaries
would be well advised to give full credence to the tenets
and practices subject of course to the provisions of the
statute. The State should furthermore make all endeavours
to see that the sentiments of the devotees are respected. In
view of our findings aforementioned, the adverse remarks
made in the impugned judgment against the appellant in
C.A. No. 2151/1994 shall stand expunged.
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91. Before parting with this case, however, we must
complement the High Court about the gigantic task
undertaken by it leading to discovery of a number of
irregularities in the matter of management of temple
detected in the process. We hope and trust that the
judgment of the High Court would prove to be an eye-
opener to the State and now onwards it will be able to
fulfill the hopes and aspirations of millions of devotees of
Lord Krishna. These Appeals are disposed of on the
aforementioned terms. No order as to costs."
(v)I. Nelson and another v. Kallayam Pastorate and others
[2007 AIR (SC) 1337]:
"21. Keeping in view the interest of the general
public, we see no reason as to why in a case of
mismanagement of such charitable organizations,
although run by minorities, the Court cannot oversee its
functions. The Courts, indisputably, act as guardian of
such societies. [See Guruvayoor Devaswom Managing
Committee & Anr. vs. C.K. Rajan & Ors. (2003) 7 SCC
546.] Even otherwise, rights under Articles 25 and 26 of
the Constitution are not absolute and unfettered. The
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
right to manage, it goes without saying, does not carry
with it a right to mismanage."
(vi)Shekh Abdul Kayum v. Mulla Alibhai [ 1963 (3) SCR 623]:-
"22. There cannot, in our opinion, be any doubt
about the correctness of the legal position that trustees
cannot transfer their duties, functions and powers to some
other body of men and create them trustees in their own
place unless this is clearly permitted by the trust deed, or
agreed to by the entire body of beneficiaries. A person
who is appointed a trustee is not bound to accept the trust,
but having once entered upon the trust he cannot renounce
the duties and liabilities except with the permission of the
Court or with the consent of the beneficiaries or by the
authority of the trust deed itself. Nor can a trustee delegate
his office or any of his functions except in some specified
cases, The rules against renunciation of the trust by a
trustee and against delegation of his functions by a trustee
are embodied, in respect of trusts to which the Indian
Trusts Act applies, in sections 46 and 47 of that Act.
These sections run thus
"46. A trustee who has accepted the trust
can- not afterwards renonce it except (a) with the
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permission of a principal Civil Court of Original
Jurisdiction, or (b) if the beneficiary is competent
to contract, with his consent, or (c) by virtue of a
special power in the instrument of trust.
47. A trustee cannot delegate his office or-
any of his duties either to a co-trustee or to a
stranger, unless (a) the instrument of trust so
provides, or(b) the delegation is in the regular
course of business, or (c) the delegation is
necessary, or (d) the beneficiary, being competent
to contract, consents to the delegation."
14.3 That apart, the learned counsel pointed out the report of the
Independent Auditors appointed by the Income Tax Department, wherein
it was clearly stated that the appointment of SFIO is a sine qua non for
the CSITA. Taking this Court to the definition of the word
"mismanagement" from law lexicon, he submitted that the petitioner /
CSITA is involved in serious offence of mismanagement of the trust
properties, which has to be tested by SFIO.
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14.4 Referring to the decision of the Supreme Court in State v.
N.S.Gnaneswaran [(2013) 3 SCC 594], the learned counsel submitted
that infraction of law would not vitiate the order for investigation unless
prejudice and injustice are made out by the accused persons. It is also
submitted that whether the investigation is necessary or not, is based on
the interest of both parties and in the case on hand, at paragraph no.31 of
the affidavit filed in support of the writ petition, it was stated that the
petitioner is always ready and willing to face any enquiry conducted in
accordance with law and hence, there is no necessity to follow any
procedure as envisaged in the provisions of the Act, 2013. He further
submitted that the eighth respondent will not get any relief, if the matter
is once again placed before the authority concerned and hence, this Court
may order SFIO investigation, based on the materials available on record
and in that event, no prejudice would be caused to the petitioner /
CSITA.
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14.5 It is further submitted that the Medak Diocese of the CSITA
challenged the order of inspection under Section 209A of the 1956 Act,
passed by the Central Government dated 08.08.2011 by filing a writ
petition in Writ Petition No.21343 of 2011, which was dismissed by this
Court vide order dated 01.03.2012 and thereafter, inspection had taken
place and the report was sent to the Central Government. Immediately,
after passing the order, assigning the investigation of the company to the
SFIO, the Power of Attorney of the petitioner filed a writ petition before
the Hyderabad High Court. The said factum would prove that there were
multifarious proceedings by the same petitioner/ CSITA before different
forums. In such circumstances, the SFIO investigation has to be ordered
and the same has to be monitored by this Court, besides providing
sufficient safeguards for such investigation. He also submitted that
without prejudice to Section 210, independently under Section 212, the
Central Government can act. In this connection, he relied upon the
phraseology used in the Section "necessary to investigate" and "opinion
of the Central Government". That apart, this Court has power to invoke
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its special jurisdiction under Article 226 and order for SFIO
investigation, since the involvement of the petitioner in the activities,
would cause serious threat to the public interest. Adding further, he
submitted that the stand of the petitioner that the CSI Dioceses are
unregistered bodies, is totally incorrect as by its own action, more
particularly, in all the audit reports for the past 72 years, the CSI Synod is
described as an unit of the CSITA. When the audit report of all the yester
years state that the CSI Synod and CSITA are the units of one company
by the auditors, the claim that the Dioceses are not units of the company,
is a false statement.
14.6 The learned counsel further submitted that the petitioner has
buried the quagmire created by CSI; the Bishops, Clergy and CSI Synod
which are to protect the truth and the downtrodden, started to imbibe the
charity funds. It is also submitted that since the petitioner is the owner of
the lands, the employees of the petitioner cannot do anything other than
its regulations; even the Bishops are the employees of the company and
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getting salaries from the company, the commission of offences like fraud,
misappropriation of funds, etc. should be termed as criminal offences.
14.7 It is further submitted on the side of the respondents that the
petitioner / CSITA is a company registered under Section 8 of the
Companies Act, 2013; after inspection of books of account of the
company, the Registrar of Companies, Chennai, reported to the Central
Government with a statement that the business of the company is for
fraudulent / unlawful purposes and recommended for a thorough
investigation by the Serious Fraud Investigation Office into the affairs of
the company and its units; and hence, all the actions done by the
petitioner without proper approval from the authorities concerned, shall
be treated as unlawful and liable for both criminal and civil
consequences. It is further submitted that with respect to the allegations
raised against the petitioner /CSITA, certain documents have not been
produced by the Police Authorities and the Police authorities have not
even admitted the same before the learned Magistrate and hence it cannot
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be said that investigation was done in a proper manner; and that, there
are various other issues to be looked into, in these cases.
15.1 By way of reply, Mr.G.Masilamani, learned Senior Counsel
appearing for the petitioner /CSITA submitted that assuming that the
petitioner has committed fraud on this Court, the learned counsel for the
respondents 7 and 8 would have sought recalling such order obtained by
the petitioner by playing fraud, whereas the same is not the position. In
respect of the two writ petitions already filed, one writ petition was not
even numbered and another was adjudicated and ultimately, dismissed
and hence, the question of fraud does not arise herein. Also, the principle
of res judicata cannot be applicable to the facts to the present case.
15.2 The learned Senior Counsel further submitted that as per the
provisions of the Companies Act, an inspection or enquiry has to be
conducted under Section 206 of the Act, 2013, and recommendation has
to be made to the Central Government, on the basis of which, it is the
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prerogative right of the Central Government to order SFIO investigation;
in this case, the impugned report dated 13.12.2017 submitted to the
Central Government contained new allegations arising subsequent to the
report dated 12.01.2016, for which, inspection and enquiry as envisaged
under the provisions of Sections 206 /207 have to be given to the
petitioner / CSITA and in the absence of such procedure, the impugned
report cannot be treated as report under section 208 and hence it is
non-est in the eye of law. Referring to sections 210 to 212 of the Act,
2103, he submitted that Section 210 contemplates investigation into the
affairs of the company by appointing Inspectors by the Central
Government, whereas Sections 211 and 212 deals with SFIO
investigation and therefore, it is for the Central Government to decide
what kind of further action to be taken. He further submitted that the
order impugned in the writ petition was straightaway passed invoking the
jurisdiction under Section 212 and without adhering to the other
provisions preceding to the same i.e., Section 210. Adding further, he
submitted that each and every allegation made in the complaints were
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
replied by the petitioner / CSITA to the Central Government and that is
why, one of the Dioceses had approached the High Court of Hyderabad
and obtained an order in their favour. It is also pointed out that while
forwarding the original Report of the Registrar of Companies, dated
28.08.2012, under section 209A of 1956 Act, the Regional Director (SR),
Chennai, in the communication dated 18.10.2012 addressed to the
Central Government, was of the view that no serious fraud has been
brought out warranting investigation by SFIO. As such, the contention of
the learned counsel for the respondents 7 and 8 is contrary to the facts of
the present case. However, the learned senior counsel submitted that
W.P.No.32587 of 2019 came to be filed as per the directions of the
Division Bench of this Court in Writ Appeal Nos.844 and 1036 of 2018,
dated 18.06.2018.
16.1 In reply to the arguments made by the learned counsel for
the private respondents, Mr.C.Selvaraj, learned counsel for the petitioner
submitted that there is no misappropriation or illegality took place, as
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
alleged by the respondents, since the Police authorities have given a
clean chit against the petitioner / CSITA in the investigation as well as in
the final report, which is pursuant to the order passed in the
Crl.O.P.No.14889 of 2015, dated 22.06.2016.
16.2 The learned counsel further submitted that the CSITA is
located at Chennai and hence it has every jurisdiction to file these writ
petitions before this Court. He also placed reliance on the decision of the
Supreme Court in Mohinder Singh Gill and another v. the Chief
Election Commissioner, New Delhi and others [(1978) 1 SCC 405],
wherein it was held that when a statutory functionary makes an order
based on certain grounds, its validity must be judged by the reasons so
mentioned and cannot be supplemented by fresh reasons in the shape of
affidavit. Otherwise, an order bad in the beginning may, by the time it
comes to Court on account of a challenge, get validated by additional
grounds later brought out. Thus, according to the learned counsel, the
impugned proceedings do not stand in the eye of law, since it was not
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complied with the mandatory requirements as laid down in the Act, 2013
and hence, the same are liable to be quashed.
17.This Court has given its thoughtful consideration to the
submissions made by all the parties and also carefully and meticulously
perused the materials available on record, including the original files
circulated by the official respondents.
Brief about the Institution:
18.Before proceeding further, it would be appropriate to brief
about the Institution. The CSITA is a non-Governmental, public,
religious, charitable and non-profit company with no shareholders,
debentures or other characteristics of a trading or listed company. It was
incorporated on 26th September 1947 as a “Company Limited by
Guarantee” i.e., a “Limited Company without Shares”. Its identification
number (CIN) is U93090TN197NPL00036 and its registration number is
000346. It consists of the Moderator, Secretary and Treasurer of the
Synod together with 12 other members elected by the Synod. It has
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different unit called as Diocese. Through it, the Church (i.e., the CSI)
continues to serve the public at large in rural, sub-urban and urban areas
irrespective of caste, creed and religion and they are summarized as
follows:
The medical needs of the masses are being attended to by
Hospitals and Health Centres numbering about 50. The number of
education institutions within the CSITA – 94 colleges, 578 Secondary
Schools, 1467 Elementary and Nursery Schools, 47 Technical
Institutions, 24 Para Medical Institutions, others 44 – continue to cater
for the educational needs. The Boarding Homes, Hostels and Day care
Centres cater to the needs of children, who are orphaned, poor, deserted
and differently abled. The provision of drinking water facilities and other
amenities are extended to the under privileged communities, professional
Training Schools both formal and non-formal continue to provide skills
to men and women. Assistance in Community Development,
environmental concern and self-employment schemes are also being
carried out.
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As per section 8 of the Companies, 2013, the CSITA is regarded as
a limited company for the promotion of commerce, art, science, sports,
education, research, social welfare, religion, charity, protection of the
environment, or any such other object. Secondly, the CSITA company
needs to apply its profits, if any, or other income in promoting its objects.
It cannot distribute its dividend to its members. The standards and
procedures specified in the Act, 2013 have not percolated into the system
of management of properties and finance over the last 72 years. The
Trust Association has been a mere spectator when all the business is
done by the Synod Executive, working committee, Diocesan Councils
and Diocesan property Committees and even by adhoc administrative
committees in the name of the CSITA.
The CSITA is a non-profit company, who has religion and charity as
its objects among other things, but whose operation is now, sought to be
tested under the scanner of the Serious Fraud Investigation Office (SFIO)
casting a shadow of doubt and suspicion on various aspects of its
governance. Thus, it should be concerned about what pollutes the Church
of South India today.
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19.For the sake of convenience, the factual score that needs to be
depicted with necessitous chronology, as presented by the parties, is as
follows:
On 08.08.2011, the Ministry ordered inspection for CSITA under
Section 209 A (search and seizure) of the Companies Act, 1956.
On 28.08.2012, an inspection report was submitted by the
Registrar of Companies, recommending investigation by the SFIO
in respect of (i) filing two sets of accounts, one with the Income
Tax Department covering all the organization (Individual units /
institutions, Dioceses of Church of South India which are either
unincorporated body or registered society falling outside the scope
and ambit of the Inspection under Section 209A of the Companies
Act, 1956; and (ii) members are continuously sending complaints.
On 18.10.2012, the Regional Director sent a letter based upon the
above mentioned inspection report to the Director (Inspection and
Investigation), Ministry of Corporate Affair, New Delhi, stating
that not much of serious financial irregularity could be unearthed
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and no ground for serious fraud could be identified as reported by
the Inspection Officers. Further, it was stated therein that there was
no serious fraud warranting investigation by SFIO. However, the
Regional Director has forwarded the report to the Central
Government to examine and issue necessary instructions.
On 12.01.2016, the Registrar of Companies filed a report under
Section 208 of the Companies Act, 2013, in which, internal pages
9 to 45 deal with the report under Section 209A dated 28.08.2012.
It was stated that as per the directions of the Central Government,
prosecutions were filed before the Economic Offences Court. It
was ultimately suggested to order investigation into the affairs of
the petitioner by the SFIO. The reasons for the same are (i)
Continuous complaints; (ii) Amendment in MoA and AoA; and
(iii) Mismatch in the consolidated financial statement, assumption
that business of the company is carried on for a fraudulent /
unlawful purpose.
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On 02.06.2016, the Regional Director, Southern Region, Chennai
sent a letter to the Central Government recommending
investigation by SFIO, based upon the report dated 12.01.2016.
On 10.06.2016, the Central Government ordered investigation into
the affairs of the CSITA by SFIO.
Challenging the aforesaid order dated 10.06.2016 passed by the
Central Government, Medak Diocese of CSITA filed a Writ
Petition bearing No.38841 of 2016 before the High Court of
Judicature at Hyderabad for the States of Telangana and Andhra
Pradesh.
On 16.11.2017, the High Court of Hyderabad set aside the order
dated 10.06.2016 and the consequential proceedings dated
21.09.2016 and remitted the matter to the Central Government, to
exercise its jurisdiction under Section 212 of the Act, based on the
report of the Registrar of Companies, which is nothing but report
dated 12.01.2016, within three weeks from the date of receipt of a
copy of the order.
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In the meanwhile, the petitioner / CSITA filed Writ Petition
No.32457 of 2017 before this Court to quash the report dated
12.01.2016 of the Registrar of Companies and the consequential
proceedings dated 02.06.2016 of the Regional Director, Southern
Region, Chennai. By order dated 22.02.2018 this Court dismissed
the said writ petition as premature, with liberty to challenge the
subsequent order in the manner known to law.
The petitioner went on appeal in Writ Appeal No.844 of 2018.
While hearing the appeal, the Central Government produced a
copy of the order of the Joint Director, New Delhi, in File
No.07/131/2011/ CL-II (SR), dated 07.05.2018, in which it was
stated that the Registrar of Companies, Chennai, vide its report
dated 13.12.2017 has highlighted certain issues, which necessitate
the Central Government to order investigation by the SFIO in the
public interest against the petitioner.
By judgment dated 18.06.2018, the writ appeal was disposed of,
granting liberty to the petitioner to challenge the said report.
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Representations dated 01.08.2018 and 09.08.2018 were made
requesting a copy of the report dated 13.12.2017. However, the
same were not considered.
In the mean while, the petitioner challenged the order dated
07.05.2018 passed by the Central Government under Section
212(a) and (c) of the Act, ordering investigation into the affairs of
the company by SFIO, by filing WP.No.25236 of 2018.
Subsequently, summons dated 19.09.2018 came to be issued to one
Samuel Cornelius, Diocesan Treasurer of CSI, Madras Diocese,
which is questioned in WP.No.25419 of 2018.
As per the direction of this Court, the petitioner / CSITA was
served with a copy of the Report dated 13.12.2017, against which,
WP.No.32587 of 2019 came to be filed.
Thus, it is clear from the aforesaid factual matrix that the relief sought in
WP.No.25236 of 2018 will have bearing on W.P.No.25419 of 2018; the
report dated 13.12.2017 which is under challenge in WP.No.32587 of
2019, is the basis for the order dated 07.05.2018 sought to be quashed in
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WP.No.25236 of 2018; and hence, the issues involved in all the three
writ petitions are interconnected and intertwined.
20.1 The relevant portion of the order dated 07.05.2018
impugned in WP.No.25236 of 2018 is, for better understanding,
extracted hereunder:-
WHEREAS the Central Government is empowered
under section 212(1)(a) & (c) of the Companies Act, 2013 to
order investigation into the affairs of any company on receipt
of a report of the Registrar or Inspector under section 208 and
in the public interest.
2.AND WHEREAS the Registrar of Companies,
Chennai vide its report 13.12.2017 highlighted following
issues which necessitate the Ministry to consider ordering
investigation in public interest:-
i. Filing of different sets of Financial Statements with
Income Tax Authorities and ROC till 31.03.2013 and as such
the financial statements filed with the RoC till 2013 did not
reflect the true and fair view of the affairs.
ii. Misappropriation of funds of CSI Kalyani Hospital
at Mylapore, Chennai - Laity Association of CSI Madras
Diocese complained that huge amount of funds of CSI
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Kalyani have been misappropriated in purchase of medicines,
equipment's and no proper accounts have been maintained. It
is alleged that about Rupees Seven Crores of the Company's
funds have been misappropriated during 2014. Further,
foreign funds / contribution received from Christopher Blind
Mission International, Germany was also misused. The
Company failed to reply to the said allegations when RoC
sought reply to the allegations.
iii. CSI Christ Church, Gandhipuram, Coimbatore
allegedly sold and purchased properties unauthorizedly and in
violation of the bylaws of CSI and in the sale deeds the sale
consideration was misrepresented with malafide intention and
to defraud the Government of stamp duty.
iv. Various hospitals, educational institutions etc.
function under the Company spread over five Southern states.
Large number of Public avail services of the said institutions
and hence, large public interest is involved. RoC has been
constantly receiving complaints making serious allegations of
mismanagement and misappropriation of funds and properties
involving crores of rupees including funds received as
donation / contribution from abroad. Hence, the veracity of
the complaints needs to be ascertained through an
investigation.
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3.NOW therefore, in exercise of powers conferred
under section 212(1)(a)&(c) of the Companies Act, 2013, the
Central Government hereby orders and assigns investigation
into the affairs of Church of South India Trust Association
(CSITA) to the Serious Fraud Investigation Office (SFIO).
20.2 The challenge made in WP.No.25419 of 2018 is to the
impugned summons issued by the Assistant Director (Banking),
Investigation, Hyderabad, dated 19.09.2018, served on 24.09.2018,
wherein and whereby, the petitioner, who is one of the officer bearer of
CSI Madras Diocese, was directed to appear along with the documents
mentioned therein, before the Officer at 11.00 am on 27.09.2018 for
examination and recording of statement under oath.
20.3 The report of the Registrar of Companies, Chennai, dated
13.12.2017, which is questioned in WP.No.32587 of 2019, arises out of
the consolidated accounts of all the Dioceses filed from the financial year
2013-14 as well as various complaints received with respect to the
allegations of misappropriation in CSI Kalyani, fraudulent, dubious sale
of immovable property in CSI Coimbatore Diocese, etc. In the said
report, it was opined that investigation through SFIO is indispensable, to
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find out the veracity of the allegations raised in the complaints.
21.1 At the outset, this Court is inclined to go into the
preliminary objections raised by the private respondents. It is submitted
that the writ petition filed by C.Robert Bruce claiming himself as
Honorary Treasurer of the petitioner / CSITA, is not maintainable.
According to them, the said C.Robert Bruce is not a validly elected
Treasurer and as per the order dated 18.11.2016 passed by the National
Company Law Tribunal in CA.No.12 of 2016 in CP.No.2 of 2016, which
was confirmed by this Court vide order dated 20.12.2018 in
CRP.No.3739 of 2016, he was removed from the said post and hence, he
has no locus standi to file the writ petition on behalf of the CSITA and
that, the entire election process is under the investigation of SFIO. It is
also submitted that as per Section 8 of the Act, 2013, prior approval of
the Central Government is required for amendment to Memorandum and
Articles of Association, with respect to members of the CSITA, whereas
no such approval was sought from the Central Government. Another
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objection raised by them is that the petitioner / CSITA is involved in the
act of forum shopping; and the order impugned in W.P.No.25236 of 2018
is pursuant to the order dated 16.11.2017 passed by the High Court of
Hyderabad in WP.No.38841 of 2016 and hence, the same has to be
challenged only before that High Court.
21.2 On the other hand, it is submitted on the side of the
petitioner that by virtue of amendment to Clause 4 of the Memorandum
and Articles of Association, the said Robert Bruce is a elected
representative of the petitioner / CSITA and the same was also
recognised by the Registrar of Companies, Chennai and that, a resolution
was passed on 21.02.2017 to that effect by the CSITA Committee of
Management. It is also submitted that after dismissal order dated
20.12.2018 passed by the Division Bench in CRP.No.3739 of 2016, the
order of the NCLT was modified on 08.01.2019 and hence, the said
Robert Bruce can very well file the writ petition on behalf of the
petitioner / CSITA, whereas the private respondents made repeated
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complaints against the petitioner raising frivolous allegations. It is
further submitted that the office of the petitioner / CSITA is situated at
Chennai and hence, the instant writ petition is well within the jurisdiction
of this Court.
21.3 It is seen from the typed set filed by the seventh respondent
dated 10.01.2018 that in the order dated 18.11.2016 passed in CA.No.12
of 2016 in CP.No.2 of 2016, the National Company Law Tribunal, after
detailed discussion, was inclined to dismiss the application in limini on
the ground that Dr.Daniel R.Sadananda, Secretary and Robert Bruce,
Treasurer, have no locus standi to file the same. While doing so, it was
observed that the company came to be incorporated under the provisions
of the Company law and has its management committee to represent and
hence, they are not the regular office bearers of the company; the persons
who have signed as Honorary Secretary and Honorary Treasurer of the
CSITA, are also holding the salaried office as General Secretary and
Treasurer respectively of the Synod; in respect of the CSITA, there is no
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permanent membership as envisaged under Section 2(55) of the Act,
2013. However, having regard to the attending circumstances, the
Tribunal proceeded to remove all the Directors and Managing Committee
including the office bearers by appointing the Hon'ble Mr. Justice
K.Sampath (Retd.) as the Chairman and consequential directions. The
said order was challenged before this Court in CRP.No.3739 of 2016,
which was ultimately dismissed by order dated 20.12.2018, in view of
the availability of alternative remedy. Subsequently, the Division Bench
of the National Company Law Tribunal, vide order dated 29.06.2018, in
CP.No.13 of 2017, observed that the locus standi of the petitioner therein
and his consenters as well as that of the persons representing the
company could not be ascertained. Thereafter, considering the fact that
the period of the Administrator expired on 08.12.2016 and a new Board
having come into existence in the election duly held, the Division Bench
of the NCLT by order dated 08.01.2019 in MA.Nos.19,20,21,22 and 23
of 2019 in CP.No.2 of 2016, permitted the newly constituted Board to
discharge the functions of the company in its ordinary course of business
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without taking any major decisions in dealing with either the assets of the
company or the policies of the company pending disposal of the company
petition. Thus, it is clear that there was a cloud over the position of the
said Robert Bruce to act as Treasurer. Such being the actual position, this
Court is of the view that the issue involved is a mixed question of facts
and law, which has to be decided along with other issues.
21.4 Further, taking note of the fact that various allegations are
raised against the petitioner / CSITA, which are serious in nature; all the
three writ petitions are specially ordered cases; and the petitioner /
CSITA is a religious and charitable institution, which caters the needs of
the beneficiaries / stakeholders, this Court is not inclined to dismiss the
writ petition on the technical ground, but is inclined to delve into the
matter on merits.
Overview of principles of law:
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22.For effective adjudication of the present writ petitions, it would
be relevant to consider the principles of law enunciated with regard to the
provision of sub section (1) of section 212 and other allied provisions,
under Chapter XIV of the 2013 Act, which reads as under:
“212.Investigation into affairs of company by Serious
Fraud Investigation Office –
(1) Without prejudice to the provisions of section 210,
where the Central Government is of the opinion, that it is
necessary to investigate into the affairs of a company by the
Serious Fraud Investigation Office-
(a) on receipt of a report of the Registrar or inspector
under section 208;
(b) on intimation of a special resolution passed by a
company that its affairs are required to be investigated;
(c) in the public interest; or
(d) on request from any Department of the Central
Government or a State Government,
the Central Government may, by order, assign the
investigation into the affairs of the said company to the
Serious Fraud Investigation Office and its Director, may
designate such number of inspectors, as he may consider
necessary for the purpose of such investigation.”
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“206. Power to call for information, inspect books and
conduct inquiries:
(1) Where on a scrutiny of any document filed by a
company or on any information received by him, the
Registrar is of the opinion that any further information or
explanation or any further documents relating to the
company is necessary, he may by a written notice require
the company--
(a) to furnish in writing such information or explanation;
or
(b) to produce such documents, within such reasonable
time, as may be specified in the notice.
(2) On the receipt of a notice under sub-section (1),
it shall be the duty of the company and of its officers
concerned to furnish such information or explanation to
the best of their knowledge and power and to produce the
documents to the Registrar within the time specified or
extended by the Registrar:
Provided that where such information or explanation
relates to any past period, the officers who had been in the
employment of the company for such period, if so called
upon by the Registrar through a notice served on them in
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writing, shall also furnish such information or explanation
to the best of their knowledge.
(3) If no information or explanation is furnished to
the Registrar within the time specified under sub-section
(1) or if the Registrar on an examination of the documents
furnished is of the opinion that the information or
explanation furnished is inadequate or if the Registrar is
satisfied on a scrutiny of the documents furnished that an
unsatisfactory state of affairs exists in the company and
does not disclose a full and fair statement of the
information required, he may, by another written notice,
call on the company to produce for his inspection such
further books of account, books, papers and explanations
as he may require at such place and at such time as he
may specify in the notice:
Provided that before any notice is served under this sub-
section, the Registrar shall record his reasons in writing
for issuing such notice.
(4) If the Registrar is satisfied on the basis of
information available with or furnished to him or on a
representation made to him by any person that the
business of a company is being carried on for a
fraudulent or unlawful purpose or not in compliance with
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the provisions of this Act or if the grievances of investors
are not being addressed, the Registrar may, after
informing the company of the allegations made against it
by a written order, call on the company to furnish in
writing any information or explanation on matters
specified in the order within such time as he may specify
therein and carry out such inquiry as he deems fit after
providing the company a reasonable opportunity of being
heard:
Provided that the Central Government may, if it is
satisfied that the circumstances so warrant, direct the
Registrar or an inspector appointed by it for the purpose
to carry out the inquiry under this sub-section:
Provided further that where business of a company has
been or is being carried on for a fraudulent or unlawful
purpose, every officer of the company who is in default
shall be punishable for fraud in the manner as provided
in section 447.
(5) Without prejudice to the foregoing provisions of
this section, the Central Government may, if it is satisfied
that the circumstances so warrant, direct inspection of
books and papers of a company by an inspector appointed
by it for the purpose.
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(6) The Central Government may, having regard to
the circumstances by general or special order, authorise
any statutory authority to carry out the inspection of
books of account of a company or class of companies.
(7) If a company fails to furnish any information or
explanation or produce any document required under this
section, the company and every officer of the company,
who is in default shall be punishable with a fine which
may extend to one lakh rupees and in the case of a
continuing failure, with an additional fine which may
extend to five hundred rupees for every day after the first
during which the failure continues.”
“207. Conduct of inspection and inquiry: (1) Where a
Registrar or inspector calls for the books of account and
other books and papers under Section 206, it shall be the
duty of every director, officer or other employee of the
company to produce all such documents to the Registrar
or inspector and furnish him with such statements,
information or explanation in such form as the Registrar
or inspector may require and shall render all assistance
to the Registrar or inspector in connection with such
inspection.
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(2) The Registrar or inspector, making an inspection or
inquiry under section 206 may, during the course of such
inspection or inquiry, as the case may be,—
(a) make or cause to be made copies of books of
account and other books and papers; or
(b) place or cause to be placed any marks of
identification in such books in token of the inspection
having been made.
(3) Notwithstanding anything contained in any
other law for the time being in force or in any contract to
the contrary, the Registrar or inspector making an
inspection or inquiry shall have all the powers as are
vested in a civil court under the Code of Civil Procedure,
1908, while trying a suit in respect of the following
matters, namely:—
(a) the discovery and production of books of
account and other documents, at such place and time as
may be specified by such Registrar or inspector making
the inspection or inquiry;
(b) summoning and enforcing the attendance of
persons and examining them on oath; and
(c) inspection of any books, registers and other
documents of the company at any place.
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(4) (i) If any director or officer of the company
disobeys the direction issued by the Registrar or the
inspector under this section, the director or the officer
shall be punishable with imprisonment which may extend
to one year and with fine which shall not be less than
twenty-five thousand rupees but which may extend to one
lakh rupees.
(ii) If a director or an officer of the company has
been convicted of an offence under this section, the
director or the officer shall, on and from the date on
which he is so convicted, be deemed to have vacated his
office as such and on such vacation of office, shall be
disqualified from holding an office in any company.”
“208. Report on inspection made:- The Registrar or
inspector shall, after the inspection of the books of account
or an inquiry under Section 206 and other books and
papers of the company under Section 207, submit a report
in writing to the Central Government along with such
documents, if any, and such report may, if necessary,
include a recommendation that further investigation into
the affairs of the company is necessary giving his reasons
in support.”
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“210. Investigation into affairs of company - (1) Where the
Central Government is of the opinion, that it is necessary
to investigate into the affairs of a company,—
(a) on the receipt of a report of the Registrar or
inspector under section 208;
(b) on intimation of a special resolution passed by a
company that the affairs of the company ought to be
investigated; or
(c) in public interest,
it may order an investigation into the affairs of the
company.
(2) Where an order is passed by a court or the
Tribunal in any proceedings before it that the affairs of a
company ought to be investigated, the Central Government
shall order an investigation into the affairs of that
company.
(3) For the purposes of this section, the Central
Government may appoint one or more persons as
inspectors to investigate into the affairs of the company
and to report thereon in such manner as the Central
Government may direct.”
23.The aim and purpose of enactment of Section 212 and other
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allied sections under Chapter XIV of the Act, 2013, is to prevent a
company from acting in a manner prejudicial to the interests of the
shareholders and further to enable the Central Government to assume
power to step in, where there is reason to suspect that a company may be
conducting its affairs in a manner prejudicial to the public interest at
large. The order impugned in the first writ petition viz., WP.No.25236 of
2018 was passed by the Central Government under section 212 of the
Act, 2013. A reading of the aforesaid provision makes it clear that an
investigation into the affairs of a company by SFIO, can be ordered by
the Central Government either under Section 212 (1) (a) or (1) (b) or (1)
(c) or (1) (d), however, without prejudice to the provisions of Section
210. This power is to be exercised, if the Central Government is of the
opinion that it is necessary to investigate into the affairs of a company by
the SFIO. That opinion has to be based on the report of the Registrar or
Inspector under section 208.
24.As per the provisions of the Act, 2013, there is a power to
conduct inspection under Section 206 and to conduct enquiry under
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section 207. Both these powers are to be exercised by the Registrar or
Inspector and thereafter, the report has to be made. The Registrar or the
Inspector, after inspection of the Books of account or inquiry under
section 206 and other books and papers of the company under section
207, shall submit a report in writing to the Central Government along
with such documents, if any, and such report may, if necessary, include a
recommendation that further investigation into the affairs of the company
is necessary. For that, reasons have to be set out. The power of search
and seizure vesting in the Registrar adumbrates to section 209.
25. Then comes Section 210, which confers power on the Central
Government to order investigation into the affairs of the company either
on the report of Registrar or on special resolution passed by a company
or in public interest. Further, this section empowers the Court or the
Tribunal to order that the affairs of a company ought to be investigated.
For the purpose of investigation, the Central Government has the power
to appoint inspector(s) and seek report. Section 212 deals with
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investigation into affairs of the company by SFIO. This power is to be
exercised, if the Central Government is of the opinion that it is necessary
to investigate into the affairs of a company by the SFIO. That opinion has
to be based on the report of the Registrar or Inspector under section 208;
or on intimation of a special resolution passed by a company that its
affairs are required to be investigated; or in the public interest; or on the
request from any department of the Central Government or the State
Government.
26.By Section 211, the SFIO is established to investigate frauds
relating to a company. It is a very special office and headed by a Director
and consists of such number of experts from the fields enumerated in sub
section (2) to be appointed by the Central Government from amongst
persons of ability, integrity and experience. The wide powers that this
office enjoy, as is set out in various sub sections of section 212, would
denote as to how its involvement comes after the investigations are
assigned to it by the Central Government. By their very nature, the
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investigations into frauds relating to a company have to be assigned.
They have to be of such magnitude and seriousness demanding
involvement of experts in the fields enumerated in sub section (2) of
section 211. Therefore, while exercising the powers under section 212,
the Central Government ought to be not only forming an opinion about
the necessity to investigate into the affairs of the company, but also, such
investigation has to be assigned to the SFIO.
Analysis:
27.In the light of the aforesaid legal principles, the submissions
made by the parties are required to be considered. Though extensive
arguments were made at the bar on various issues, yet, the issues
germane for deciding the cases at hand alone are dealt with.
28.The main thrust of the contentions raised on the side of the
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petitioners are that despite the order of the High Court of Hyderabad,
dated 16.11.2017 in WP.No.38841 of 2016, the Central Government
passed the impugned order dated 07.05.2018 under section 212 of the
Act, 2013, to investigate the affairs of the petitioner/ CSITA by the
SFIO, without forming an opinion as envisaged under Section 210.
Further, the said order is on the basis of the report of the Registrar of
Companies dated 13.12.2017 filed under section 208, which was filed,
without conducting any inspection or enquiry as provided under Section
206 / 207 and hence, the said report cannot be construed as a report
under Section 208 of the Act, 2013. That apart, an opportunity of being
heard as contemplated under Section 206(4) was not provided to the
petitioner / CSITA, before filing the report dated 13.12.2017. It is also
contended that the petitioner / CSITA has not been served with a copy of
the report dated 13.12.2017, which is in violation of the principles of
natural justice. Hence, it is prayed to allow the writ petitions by setting
aside the report of the Registrar of Companies and the order passed by
the Central Government and the consequential summons.
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29.On the contrary, the learned Additional Solicitor General
appearing for the official respondents contended that the impugned order
dated 07.05.2018 was passed after a thorough analysis of the report
dated 13.12.2017 submitted by the Registrar of Companies under Section
208, which is in continuance of the earlier report dated 12.01.2016; the
High Court of Hyderabad, while remitting the matter, directed the
Central Government only to reconsider it afresh in accordance with
Section 212 of the Act and accordingly, the Central Government
reconsidered the matter afresh based on the report dated 13.12.2017; and
there is no violation of the provisions of the Act, 2013 and hence, there is
no need for a fresh inspection / enquiry under section 206 or 207. It is
also contended that after complying with all the formalities as provided
under Section 206, the Registrar filed his report under Section 208 and
there is no violation of the principles of natural justice. Further, the
investigation by SFIO is only at a preliminary stage and is concluded
only after submission of the Investigation report as mandated under
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Section 212(12) of the Act, 2013 and therefore, no prejudice would be
caused to the petitioner / CSITA, in the event of the same being
continued. Thus, according to him, the Report, order and the
consequential summons impugned herein are perfectly valid in law and
the same do call for any interference by this Court.
30.Drawing the attention of this Court to the voluminous typed set
of papers, the learned counsel for the respondents 7 and 8 in
WP.No.25236 of 2018, raised various allegations against the petitioner /
CSITA, with respect to fraud, misappropriation of funds, illegal sale of
properties, mismanagement, etc. According to them, the petitioner was
incorporated on 26.09.1947 under the Indian Companies Act 1913 as
provided under Section 26 Company limited by Guarantee and when the
Companies Act, 1956 was introduced by repealing the Indian Companies
Act 1913, then automatically the provisions of Section 25 of the
Companies Act, 1956 would be applicable to the petitioner company
(now section 8 of the Companies Act 2013). However, the petitioner vide
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its ordinary resolutions dated dated 05.03.2002 and 17.06.2005, changed
the MoA and AoA, without obtaining the approval of the Central
Government as well as without passing the special resolution as per
sections 17, 21 & 31 of the Companies Act, 1956. It is also submitted
that dehors the provisions of the Act, 2013, this Court has got ample
powers to suo motu order investigation into the affairs of the petitioner /
CSITA by SFIO. To fortify the same, the following rulings were relied
upon:
(i)In Parmeshwar Das Agarwal v. The Additional Director
(Investigation) Serious Fraud Investigation office, Ministry of
Corporate Affairs and others [2016 SCC Online Bombay 9276], a
Division Bench of the High Court of Bombay, relying on the judgment
of the Hon'ble Supreme Court in Barium Chemicals v. Company Law
Board [(1966) Supp SCR 311] and Rohtas Industries v. S.D.Aggarwal
[(1969) 1 SCC 325], held thus:
"40. Thus, the principle is that there has to
be an opinion formed. That opinion may be
subjective, but the existence of circumstances
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relevant to the inference as to the sine qua non for
action must be demonstrable. It is not reasonable
to hold that the clause permits the Government to
say that it has formed an opinion on circumstances
which it thinks exist. Since existence of
circumstances is a condition fundamental to the
making of the opinion, when questioned the
existence of these circumstances have to be proved
at least prima facie.
47. . . . However, by its very title, the
investigation under Section 212 by the SFIO ought
to be on the basis of the opinion of the Central
Government that it is necessary to investigate into
the affairs of the company by SFIO. That opinion
has to be based on the report of the Registrar or
Inspector under Section 208; on intimation of a
special resolution passed by a company that its
affairs are required to be investigated; in the public
interest or; on the request from any department of
the Central Government or the State Government.
By Section 211, the SFIO is established to
investigate frauds relating to a company. It is a
very special office and headed by a Director and
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consists of such number of experts from the field
enumerated in subsection (2) of Section 211 to be
appointed by the Central Government from
amongst persons of ability, integrity and
experience. The wide powers that this office
enjoys, as is set out in various sub-sections
of Section 212, would denote as to how its
involvement comes after the investigations are
assigned to it by the Central Government. By their
very nature the investigations into frauds relating
to a company have to be assigned. They have to be
of such magnitude and seriousness demanding
involvement of experts enumerated in sub- section
(2) of Section 211. Therefore, while exercising the
power under sub- section (1) of Section 212, the
Central Government ought to be not only
forming (1966) Supp SCR 311 (1969)1 SCC
325 an opinion about the necessity to investigation
into the affairs of the company, but further that
such investigations have to be assigned to the
SFIO."
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(ii)The Delhi High Court in Sunair Hotels Limited case (supra),
held as under:
"30. The Central Government is entrusted
with the power in Section 212 of the Companies
Act, 2013 to order an investigation by the SFIO if
in its discretion such an investigation is necessary
to safeguard public interest. It is true that the text
of the statute does not contain an explicit right to
challenge the opinion of the Central Government.
However, this does not mean that the power
confers absolute discretion over the decision and
that its decision consequently attains unassailable
finality. An order of investigation is an
administrative order because, as explained in
Barium Chemicals (supra) -
"The discretion conferred to order an
investigation is administrative and not judicial
since its exercise one way or the other does not
affect the rights of a company nor does it lead to
any serious consequences, as for instance,
hampering the business of the company."
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31. Being an administrative order, it is
essential that the Government must form an
opinion under the section and it has been
repeatedly affirmed by the jurisprudence of courts
that the certain defects in the formation of opinion
is justiciable."
...
47. In the present case Sunair has
challenged the order as being arbitrary and illegal
primarily on the ground that the Central
Government did not make the order on the basis of
sufficient material. On this basis they contend that
the application of mind in order to form an
opinion was defective. It needs to be first
established that no order of investigation passed
under Section 212 of the Companies Act, 2013
may be challenged on such grounds before
examining the veracity of the factual basis of these
grounds. To elaborate on the standard of review
that courts may exercise in reviewing a decision to
order an investigation into the affairs of a
company, it is imperative to first understand the
character of the ordering authority, nature of
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investigation that would be conducted and effects
of such an investigation on the company.
(iii)In Rohtas Industries case (supra), the majority judgment
explained the substantial effect that investigations have on Companies in
the following words:
"It may be noted that before the Central Government
can take action under Section 235, certain preconditions have
to be satisfied. In the case of an application by members of
the company under clause (a) or (b) of Section 235, the same
will have to be supported by such evidence as the Central
Government may require for the purpose of showing that the
applicants have good reasons for requiring the investigation,
and the Central Government may, before appointing an
Inspector, require the applicant to give security for such
amount not exceeding Rs.1000, as it may think fit for
payment of the costs of the investigation. From the
provisions contained in Sections 235 and 236, it is clear that
the legislature considered that investigation into the affairs of
a company is a very serious matter and it should not/be
ordered except on good grounds. It is true that the
investigation under Section 237(b) is of a fact-finding nature.
The report submitted by the Inspector does not bind anybody.
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The Government is not required to act on the basis of that
report, the company has to be called upon to have its say in
the matter but yet the risk - it may be a grave one - is that the
appointment of a Inspector is likely to receive much press
publicity as a result of which the reputation and prospects of
the company may be adversely affected. It should not
therefore be ordered except on satisfactory grounds.
49. Since an investigation into the affairs of a company
is likely to have a serious impact on the confidence of its
shareholders and of the general public, it is also vital that
before such an investigation is ordered, the deciding
authority must appraise itself of all the relevant facts."
(iv)In Karvy Stock Brokers Ltd v. Union of India, the Telegana
High Court held as under:
“The quintessence of the above judgments is that
under Section 212(1) of the Act, the Central Government, on
the sources referred to under clauses (a) to (d) of the said
sub-section, is required to form an opinion that it is
necessary to investigate into the affairs of the company by
SFIO. It goes without saying that for formation of an
opinion with regard to necessity for ordering investigation
into the affairs of the company by SFIO, the necessary
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concomitant is existence of prima facie circumstances,
which should be demonstrable before the court when
questioned. As the investigation will have serious impact on
the functioning of the company and its prospects, it is vital
that before ordering investigation, the authority shall
appraise itself all the relevant facts. Further, forming an
opinion and ordering investigation, is an administrative act
of the Central Government, and, therefore, it shall be on
satisfactory grounds, and if the same are found to be
defective, the action contemplated, is justiciable.
31.It emerges from the pleadings and submissions summarised in
the preceding paragraphs that various complaints were received raising
allegations against the petitioner / CSITA, which prompted the Central
Government to order inspection of the Books of Accounts of the
company on 08.08.2011 under Section 209A of the Companies Act, 1956
and the said inspection was conducted and a report pointing out various
violations of the provisions of the 1956 Act, was submitted on
29.08.2012 to the Central Government, which inturn, instructed to launch
prosecutions against the petitioner and its officers before the Economic
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Offences Court, Chennai. Subsequently, an inquiry under section 206(4)
of the Companies Act, 2013 was conducted on 05.10.2015 and the
Registrar of Companies, after completion of the inquiry, filed a report
dated 12.01.2016 under Section 208 of the Act, 2013. Based on the same,
the Central Government ordered investigation into the affairs of the
petitioner by Serious Fraud Investigation Office (SFIO) under Section
212 of the Act, 2013, on 10.06.2016. The said order was challenged in
W.P.No.38841/2016 before the High Court of Hyderabad.
32.The High Court of Hyderabad, after detailed analysis, set aside
the said order and remanded the matter to the Central Government for
fresh consideration to exercise its power under Section 212, basing on
the report dated 10.06.2016 of the Registrar of Companies, within three
weeks from the date of receipt of a copy of the order. The relevant
paragraphs of the order passed by the Hyderabad High Court, for the
sake of convenience, are reproduced hereinbelow:
“The petitioner is not challenging the jurisdiction or
authority of 1st respondent to order investigation by SFIO.
Therefore, the procedure followed by the 1st respondent
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alone is examined in this writ petition. According to
Merriam Webster's Dictionary of Law, the word “opinion”
means-
a belief stronger than impression and less strong than
positive knowledge
Therefore, the 1st respondent is required to form an opinion
i.e., something more than mere re-telling of gossip or
hearsay and reflects judgment or belief resulting from what
one thinks on a particular question. Such belief or conviction
is manifested by 1st respondent in ordering investigation by
SFIO. The words “is of the opinion” “that it is necessary to
investigate” impose a jurisdictional duty on Central
Government to form opinion on the necessity of investigation
by SFIO. The material before Central Government is
considered from the view point of necessity of such
investigation by SFIO. Without again juxtaposing the
operative portion of the order impugned in the writ petition,
it can be held that the order impugned in the writ petition by
itself does not show the existence of opinion, much less
necessity for ordering investigation by SFIO. This Court
hastens to add that no particular expression is suggested and
it is accepted that the opinion depends upon case to case
basis. But the subjective opinion, if is available in the order
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passed for investigation by SFIO, then the Central
Government is satisfying the requirement for ordering
investigation by SFIO. If the contention of Mr.Lakshman i.e.,
the report under section 208 is available, there is reference
to report in the order impugned and that conforms to the
requirement of section 212, is untenable, for if such is the
intention of Parliament, then the syntax or structure of
section 212 would have been otherwise. The section is
interpreted as the section stands by following the settled
principles of interpretation. In the case on hand, this Court is
of the view that the order dated 10.06.2016 of 1st respondent
does not reflect forming opinion on the necessity for
investigation by SFIO.
.......
For the above reasons, it is held that the order
impugned in the writ petition does not satisfy the
requirements i.e., “is of the opinion”, “that it is necessary to
investigate” in Section 212(1) of the Act. The order dated
10.06.2016 is set aside and the consequential proceedings
dated 02.08.2016 and notice dated 21.09.2016 are also set
aside. The matter is remitted to 1st respondent for exercise of
its jurisdiction under section 212 of the Act, basing on the
report of the Registrar of Companies, within three weeks
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from the date of receipt of a copy of this order.
It is clarified that this Court has not examined the
merits of the matter and after perusing the record produced,
the issue is remitted back to 1st respondent for re-
consideration afresh in accordance with section 212 of the
Act.
The writ petition is ordered as indicated above. There
shall be no order as to costs.”
33.Thereafter, the Registrar of Companies, submitted the report
dated 13.12.2017, under section 208 to the Central Government,
recommending the SFIO investigation into the affairs of the petitioner /
CSITA, which is impugned in the third writ petition viz., WP.No.32587
of 2019. Based on the same, the Central Government passed the order
dated 07.05.2018, exercising its power conferred under Section 212 of
the Act, 2013, which is under challenge in the first writ petition viz.,
WP.No.25236 of 2018. Consequently, the SFIO issued summons to the
office bearer of one of the Units of the petitioner / CSITA, which is
questioned in the second writ petition viz., WP.No.32587 of 2019. Thus,
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the two main controversies revolved around herein are as follows:
(i)whether the report dated 13.12.2017 submitted by the Registrar
of Companies under Section 208 of the Act, 2013, is valid in law?
(ii)Whether the order dated 07.05.2018 passed by the Central
Government assigning the investigation of the petitioner / CSITA to the
SFIO, is in consonance with the provisions of Section 212 of the Act,
2013?
Issue No.1:
34.1 As against the report dated 13.12.2017 filed by the Registrar
of Companies under Section 208, it is the specific contention made on
the side of the petitioner that the same cannot be treated as report under
Section 208, unless it is preceded by an inspection / enquiry under
Section 206 / 207; and that the ordering investigation by SFIO, will have
serious effect on the prospects of the company and therefore, issuance of
notice and opportunity of being heard, which are the cardinal principles
of natural justice, cannot be dispensed with. Though the Division Bench
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of this Court vide judgment dated 18.06.2018 in WA.No.844 of 2018,
granted liberty to challenge the said report, a copy of the same has not
been served on the petitioner/CSITA. Only as per the direction of this
Court, the copy of the same was furnished to them. Thus, the impugned
report, based on which, the Central Government ordered investigation
into the affairs of the company by the SFIO, without complying with the
provisions of law, is non est in law, besides violating the principles of
natural justice.
34.2 Per contra, the learned Additional Solicitor General
appearing for the respondents submitted that after complying with the
provisions of Section 206 and upon receipt of the explanation from the
petitioner / CSITA, the Registrar of Companies filed the report dated
12.01.2016, with an opinion that it is just and necessary that the affairs of
the company ought to be investigated by SFIO under Section 212 of the
Act, 2013. With regard to the said report, there is no grievance on the
side of the petitioner / CSITA, about the compliance of the statutory
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provisions by the Registrar of Companies. The same was also not
questioned in WP.No.38841 of 2016 before the High Court of
Hyderabad. Hence, the report dated 13.12.2017 filed by the Registrar of
Companies to the Central Government is nothing but a report in
continuance of the earlier report dated 12.01.2016. In such
circumstances, no fresh inspection / enquiry as contemplated under
Section 206 / 207 is warranted. It is also contended that under sub-
section (4) of Section 206, the jurisdiction of the Registrar of Companies
is of suo motu in nature, because if he is satisfied based on the
information available with him, or furnished to him, or on a
representation by any person that the business of the company is being
carried on for a fraudulent or unlawful purposes or not in compliance
with the provisions of the Act, or if the grievance of the investors are not
being addressed, he is empowered to issue notice specifying the
allegations, and calling upon the company to furnish reply thereto, and
carryout the inquiry, after providing the company a reasonable
opportunity of being heard. Under the first proviso to sub-section (4)
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of Section 206, if the Central Government is satisfied that circumstances
so warrant, direct the Registrar or the inspector appointed by it for the
purpose, to carryout the inquiry under this sub-section. Therefore,
issuance of notice and opportunity of being heard are not required.
34.3 As regards the provision of law, it is vivid that Section
206(4) of the Act, 2013, mandates issuance of notice and opportunity of
hearing and even under the proviso, the Central Government, if satisfied
that the circumstances warrant, is empowered to direct the Registrar to
carry out the inquiry under this sub section i.e., sub section (4) of Section
206 of the Act, 2013, which mandates issuance of notice and opportunity
of hearing prior to conduct of inquiry. Therefore, the proviso does not
carve out any exception to the main provision and it only additionally
empowers the Central Government to direct the Registrar of Companies
to conduct inquiry by following the procedure under the sub section.
Such being the legal position, it is to be examined whether the Registrar
of Companies has complied with the said requirements, while submitting
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the report dated 13.12.2017 to the Central Government.
34.4 Admittedly, the earlier report dated 12.01.2016 was filed
under section 208 of the Act, 2013, by the Registrar of Companies, after
issuance of notice under section 206(4) dated 05.10.2015 and upon
receipt of the information / explanation from the petitioner / CSITA,
whereas the perusal of the report dated 13.12.2017 would not disclose
the issuance of notice under section 206(4) to the petitioner / CSITA. It
proceeds to state as if the same was in continuation of the report dated
12.01.2016. Apart from the averments as were stated in the report dated
12.01.2016, the impugned report dated 13.12.2017 also contained some
other new allegations relating to the consolidated accounts from the
financial year 2013-14, misappropriation in CSI Kalyani Hospital and
fraudulent, and dubious sale of immovable property in CSI Coimbatore
Diocese. It is to be noted here that the filing of the said report was
brought to the notice of the petitioner / CSITA only at the time of hearing
the writ appeal in WA.No.844 of 2018, which was disposed of, along
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
with connected WA.No.1036 of 2018, vide judgment dated 18.06.2018,
the relevant passage of which, is usefully reproduced hereunder:
“6.On the above background, when the appeals are
called today, the learned Additional Solicitor General
appearing for the Ministry of Corporate Affairs produced a
copy of the order of the Joint Director, Ministry of
Corporate Affairs, Government of India, New Delhi-1 in
File No.07/131/2011/CL-II (SR) issued in favour of the
appellants in which it has been stated that the Registrar of
Companies, Chennai vide its Report dated 13.12.2017
highlighted certain issues which necessitate the Ministry to
consider ordering investigation in public interest against
the appellants. The learned Additional Solicitor General
further submitted that without challenging the Report dated
13.12.2017 of the Registrar of Companies, Chennai,
approaching this Court by filing the writ petition and writ
appeals are not at all maintainable.
7.At this stage, the learned counsel for the appellants
submitted that the appellants may be given liberty to
challenge the Report of the Registrar of Companies,
Chennai dated 13.12.2017 and the consequential order
passed by the Joint Director, Ministry of Corporate Affairs,
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Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
New Delhi dated 07.05.2018.
8.In view of the limited prayer now made by the
learned counsel for the appellants, the writ appeals are
disposed of by directing the appellants to challenge the
Report of the Registrar of Companies, Chennai dated
13.12.2017 and the consequential order passed by the Joint
Director, Ministry of Corporate Affairs, New Delhi dated
07.05.2018, if they so advised. No costs. Consequently,
connected Miscellaneous Petitions are closed.”
Even thereafter, a copy of the said report dated 13.12.2017 was not
served to the petitioner / CSITA. Subsequently, as per the direction of
this Court in WP.Nos.25236 and 25419 of 2018, it was served on the
petitioner / CSITA. Upon receipt of the same, pursuant to the liberty
granted by the Division Bench, the petitioner / CSITA challenged the
said report in WP.No.32587 of 2019. Thus, this Court is of the view that
since the allegations raised therein are serious in nature and the same
would affect the reputation of the petitioner company, the Registrar of
Companies, before filing such report, has to comply with the provision of
section 206(4) and the failure to do so, in violation of the principles of
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natural justice, vitiates the Report filed under section 208.
34.5 The cardinal point that has to be borne in mind, is whether
the person concerned should have a reasonable opportunity of presenting
his case and the authority should act fairly, justly, reasonably and
impartially. The procedure prescribed must be just, fair and reasonable,
even though there is no specific provision in a statute or rules made
thereu8nder for showing cause against action proposed to be taken
against an individual, which affects the right of that individual. The
authorities have a duty to proceed in a way which is free from even the
appearance of arbitrariness, unreasonableness or unfairness. They have to
act in a manner which is patently impartial and meets the requirements of
natural justice. At this stage, it would be apt to refer to the observation of
the Supreme Court in Automotive Tyre Manufacturers Assn. v.
Designated Authority, [(2011) 2 SCC 258], which reads as follows:-
''80. It is thus, well settled that unless a statutory
provision, either specifically or by necessary implication
excludes the application of principles of natural justice,
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because in that event the court would not ignore the
legislative mandate, the requirement of giving reasonable
opportunity of being heard before an order is made, is
generally read into the provisions of a statute, particularly
when the order has adverse civil consequences which
obviously cover infraction of property, personal rights and
material deprivations for the party affected. The principle
holds good irrespective of whether the power conferred on
a statutory body or Tribunal is administrative or quasi-
judicial. It is equally trite that the concept of natural
justice can neither be put in a straitjacket nor is it a
general rule of universal application.''
34.6 In Swadeshi Cotton Mills Vs. Union of India, [(1981) 1
SCC 664] R.S. Sarkaria, J., speaking for the majority in a three-Judge
Bench, lucidly explained the meaning and scope of the concept of
"natural justice". Referring to several decisions, His Lordship observed
thus (SCC p.666; Headnote):
"Rules of natural justice are not embodied rules.
Being means to an end and not an end in themselves, it is not
possible to make an exhaustive catalogue of such rules. But
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there are two fundamental maxims of natural justice viz.
(i)audi alteram partem and (ii)nemo judex in re sua. The
audi alteram partem rule has many facets, two of them being
(a) notice of the case to be met; and (b) opportunity to
explain. This rule cannot be sacrificed at the altar of
administrative convenience or celerity. The general
principle - as distinguished from an absolute rule of uniform
application - seems to be that where a statute does not, in
terms, exclude this rule of prior hearing but contemplates a
post-decisional hearing amounting to a full review of the
original order on merits, then such a statute would be
construed as excluding the audi alteram partem rule at the
pre-decisional stage. Conversely if the statute conferring the
power is silent with regard to the giving of a pre-decisional
hearing to the person affected and the administrative
decision taken by the authority involves civil consequences
of a grave nature, and no full review or appeal on merits
against that decision is provided, courts will be extremely
reluctant to construe such a statute as excluding the duty of
affording even a minimal hearing, shorn of all its formal
trappings and dilatory features at the pre-decisional stage,
unless, viewed pragmatically, it would paralyse the
administrative process or frustrate the need for utmost
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promptitude. In short, this rule of fair play must not be
jettisoned save in very exceptional circumstances where
compulsive necessity so demands. The court must make
every effort to salvage this cardinal rule to the maximum
extent possible, with situational modifications. But, the core
of it must, however, remain, namely, that the person affected
must have reasonable opportunity of being heard and the
hearing must be a genuine hearing and not an empty public
relations exercise."
34.7 From the aforesaid legal proposition, it could be seen that
the principle of natural justice has twin ingredients; firstly, the person
who is likely to be adversely affected by the action of the authorities
should be given notice to show cause thereof and granted an opportunity
of hearing; and secondly, the orders so passed by the authorities should
give reason for arriving at any conclusion showing proper application of
mind. Violation of either of them could in the given facts and
circumstances of the case, vitiate the order itself. Applying the same to
the facts of the present case, the report filed by the Registrar of
Companies on 13.12.2017, without complying with the provisions of
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section 206, sans merit. However, considering the nature of the
allegations raised against the petitioner / CSITA, this Court is not
inclined to quash the same, but, in the interest of justice, is inclined to
treat the said report as notice under Section 206(4), to which, the
petitioner / CSITA shall file its detailed explanation / objections along
with documentary evidence, within a given time. Upon receipt of the
same, the Registrar of Companies shall also file a consolidated report
under section 208 to the Central Government in a time bound manner.
Accordingly, the first issue is answered.
Issue No.2:
35.As regards the order dated 07.05.2018, passed by the Central
Government to investigate the affairs of the petitioner / CSITA by the
SFIO, the perusal of which would reveal that the same was passed,
without forming an opinion as envisaged under section 210. There is no
dispute in regard to the power of the Central Government under Section
212 and its existence. Though it is contended on the side of the
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respondents that the Central Government has formed the requisite
opinion before passing the order under section 212(1)(a) and (c) of the
Act, 2013, the perusal of the noting proceedings circulated by the
respondent officials, would not whisper anything about the opinion as
contemplated under section 210 of the Act, 2013. It contains only the
communications between the Central Government and the Registrar of
Companies through Regional Director (SR), Chennai. Though the
minutes of the Oversight Committee meeting held on 17.04.2018 reveal
that upon considering the report of the Registrar of Companies and the
direction of the High Court of Hyderabad, in view of the provisions of
Section 212(1)(a) and (c) of the Act, 2013, a recommendation was made
to investigate the affairs of the company by the SFIO, the mandate of the
law under section 210, to form an opinion for ordering such
investigation, was not complied with by the Central Government, before
passing the impugned order dated 07.05.2018. Though it was argued on
the side of the respondents that the report dated 13.12.2017 is in
continuance of the earlier report dated 12.01.2016, which holds the field
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and no inspection / enquiry as per the provisions of law, is required, it
was clearly stated in paragraph no.2 of the impugned order that the issues
highlighted in the report of the Registrar of Companies, Chennai dated
13.12.2017 necessitated the Central Government to consider the order of
investigation in public interest. That apart, the impugned order contains
the mere extracts of the allegations referred to in the report of the
Registrar of Companies and the same cannot be treated as sufficient
compliance by the Central Government for exercising its drastic power.
Something more was required and to be established as circumstances or
material enough for exercise of such power. Thus, it is manifest that there
was no material available to show that the Central Government has
formed the requisite opinion before passing the order to investigate into
the affairs of the petitioner by the SFIO.
36.It is noteworthy to mentioning that already, the High Court of
Hyderabad vide order dated 16.11.2017 in WP.No.38841 of 2016, set
aside the order dated 10.06.2016 and remanded the matter to the Central
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Government for fresh consideration to exercise of its jurisdiction under
Section 212 of the Act, 2013, on the ground that the order does not
reflect forming opinion on the necessity for investigation by SFIO under
Section 210. Despite the same, the Central Government passed the order
dated 07.05.2018 without forming an opinion as envisaged under section
210, but merely relying upon the report dated 13.12.2017. Such attitude
on the part of the respondents cannot be countenanced. According to
Merriam Webster’s Dictionary of Law, the word 'opinion' means – a
belief stronger than impression and less strong than positive knowledge.
The words 'is of the opinion' 'that it is necessary to investigate' impose a
jurisdictional duty on Central Government to form opinion on the
necessity of investigation by SFIO. Therefore, in the considered view of
this Court, the Central Government is required to form an opinion, as
prescribed in the provisions of Section 210 for exercising the power
under section 212, as observed by the High Court of Hyderabad.
37.It is a salutary principle of administrative law that an action to
be taken in a particular manner as provided by a statute, must be taken,
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done or performed in the manner prescribed and in no other manner. In
this connection, it would be appropriate to refer to the decision of the
Supreme Court in Babu Verghese v. Bar Council of Kerala, (1999) 3
SCC 422, wherein it was held as under:
“31. It is the basic principle of law long settled that
if the manner of doing a particular act is prescribed
under any statute, the act must be done in that manner or
not at all. The origin of this rule is traceable to the
decision in Taylor v. Taylor (1875) 1 Ch D 426 which was
followed by Lord Roche in Nazir Ahmad v. King Emperor
AIR 1936 PC 253 who stated as under:
"[W]here a power is given to do a certain thing in
a certain way, the thing must be done in that way or not at
all."
Applying the aforesaid ratio decidendi, the order passed by the Central
Government, in exercise of its power under Section 212 of the Act, 2013,
without forming an opinion as contemplated under Section 210, lacks
merit. The second issue is answered accordingly.
38.At the same time, it is important to note here that the official
respondents are proceeding against the petitioner/CSITA right from the
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year 2011, however, they did not follow the statutory requirements and
complete the proceedings in accordance with law, within a reasonable
time. The report of the Registrar of Companies dated 12.01.2016
addressed to the Central Government, pointed out various allegations
levelled in the complaints received, such as (i)Amendment of MoA and
AoA without the approval of Central Government; (ii)Allegation against
Directors as to vacation of office; (iii)Allegation against Bishops and
their stooges for unauthorised usage of rent free bungalows, luxury cars
and unwarranted free world tour for Bishops; (iv)mismatch in the Audit
report – TDS; (v)Criminal cases filed against the Bishops; (vi)Criminal
cases registered against the 19 persons including three Bishops of CSI
Coimbatore Diocese; (vii)Election in 22 Dioceses has not been
conducted properly; (viii)foreign contribution details; (ix)power of
attorney; (x)consolidated cash flow statement and the balance sheet;
(xi)election of office bearers; (xii)CSITA committee; (xiii)maintenance
of bank account; (xiv)constitution of CSITA, Synod, Diocese; (xv)filing
of statutory returns by CSITA; (xvi)tax deduction at source; (xvii)special
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audit of IT Department; (xviii)consolidated income and expenditure
account; (xix)accounting system; (xx)PAN; (xxi)foreign contribution
received by the company; (xxii)auditors qualification; (xxiii)Illegal
exemptions obtained from income tax department; (xxiv)Query on the
functioning of CSI Coimbatore Diocese; (xxv)Irregularity in the election
of Treasurer in CSI Coimbatore Diocese; (xxvi)procedural lapses in the
election of members of CSITA; (xxvii)Irregularity in the election of the
Bishop in the CSI Coimbatore Diocese; (xxviii)failure to explain the
distribution of power in CSI and CSITA; (xxix)Irregularity in the
conduct of election of Bishop- CSI Coimbatore Diocese; (xxx)Illegal sale
of property in Coimbatore Diocese; (xxxi)Mismanagement and
misappropriation of funds in the CSI Kalyanai Hospital; and
(xxxii)Irregularities brought out in the writ petition filed by David
Chellaraj.
39.In addition to the above, there are serious other allegations
levelled against the petitioner / CSITA during the course of hearing, by
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the learned counsel for the respondents 7 and 8, who drew the attention
of this Court to the voluminous typed set of papers filed by them and
their counter affidavits in this regard, which are as follows:
(i)The petitioner / CSITA is the organization, which owns and
administers all the properties of CSI. The value of the properties under its
control and administration is worth about several lakhs of crores and
spread across the South India. However, contrary to the object for which
the petitioner / CSITA has been formed, its management is riddled with
instances of fraud, mismanagement, misfeasance, misappropriation,
siphoning of funds etc. and to the extent to which as ordinary church
members have been able to access such information.
(ii)The petitioner / CSITA being a charity company, before
amending the Memorandum of Articles of Association, should get prior
permission from the Central Government, whereas they did not get any
such permission. Even though, there is no amendment made by the
company, the Bishops, who are the employees of the company, have
entered into the administration and are doing all illegal actions. In this
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regard, the Central Government and the Registrar of companies have
filed 43 criminal cases against the petitioner /CSITA.
(iii)As per the Regulations, a registered company shall have a
single PAN card, whereas some of the sub units of the CSITA are having
multiple PAN cards.
(iv)The Bishops shall entrust with the religious works. But they
themselves prepared bogus record and submitted to the Director of
Collegiate Education and illegally acting as the correspondent /Secretary
of the company's Higher Educational institutions. They are illegally
withdrawing huge money from the company's different bank accounts
and collecting money by appointing employees to all of its sub units like
colleges, schools, hospitals etc.
(v)Without the approval of the company, a vast extent of land and
other properties were misused by the sub units of the company.
(vi)There is constant change with respect to statutory auditors of
the Company, only to camouflage accounts and conceal vital information
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in the balance sheets of the company.
(vii)There is no control or monitoring mechanism in the petitioner
/ CSITA as to the end use of the money or the expenditure incurred by
various units and sub units. So that, the Dioceses have sold / purchased
properties and have gone to the extent of borrowing monies from the
financial institutions without prior approval of the CSITA. The balance
sheets of the CSITA do not disclose or reflect the details of fixed assets /
immovable properties, secured loans, sale of properties, sale
consideration, purchase of properties, receipt of foreign contribution,
income and expenditure of other Dioceses, units and sub units.
(viii)In respect of Kanyakumari Diocese, they have been doing
unlawful land sale, mortgaging properties in different banks, illegally
withdrawing money from the accounts of the CSITA, leasing properties,
etc. Similar unlawful activities have been carried on in CSI Dioceses at
Coimbatore.
(ix)As per the Memorandum of Articles of Association of the
company, all income should go to the charity and shall be declared before
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the Income Tax Authorities, whereas the company's income was utilised
for the personal luxuries tour to international countries and not been
declared before the Income tax authorities.
(x)Though the value of the properties has been increased from
1947 to 2017, a perusal of the recent sale deeds would disclose that the
CSITA company properties sold for far-decreased price after 70 years.
(xi)The company has no property list, even though there is a
property board and employees for the maintenance of properties. Even
after 70 years, the properties of the CSITA have not been identified.
Properties donated by the individuals also were scooted by the
evangelical department employees and no valuable step was taken to
retrieve the documents and properties.
(xii)The beneficiaries do not know the financial statements of
CSITA for the post 70 years. Till date, the annual accounts are not given
to beneficiaries or any others.
(xiii)According to the Report of the Registrar of Companies, there
was fraudulent / unlawful business carried on by the petitioner / CSITA
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and its management, which shall be unearthed only by proper enquiry
and investigation by the SFIO.
Thus, according to the respondents 7 and 8, there is an urgent need to
regulate the affairs of the company so as to ensure transparency and
accountability.
40.The aforesaid allegations, in the opinion of this Court, cannot
be slightly brushed aside as the same are heinous in nature. There cannot
be any smoke without fire. While the culture of secrecy should be broken
and a culture of accountability and transparency be practised, the culture
of questioning is also a desirable element. Also, there cannot be any
difference of opinion by any of the parties that the Central Government
can very well invoke Section 212(1)(c), i.e. in the public interest and
order investigation into the affairs of the petitioner company. The
decisions reproduced above would disclose that this Court has power to
suo motu order investigation by SFIO. At this juncture, it is to be noted
that there is no Civil Suit or Company Petition pending touching the
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issue involved herein. It is an admitted fact that the petitioner is now,
available with all the impugned proceedings including the report of the
Registrar of Companies. Their grievance is that the Central Government
did not follow the relevant provisions as mandated under the Companies
Act and they did not form an opinion, before ordering investigation by
SFIO. It is also significant to point out that the petitioner stated in the
affidavit filed in support of the writ petition in WP.No.25236 of 2018
that they are always ready and willing to face any enquiry conducted in
accordance with law, besides the learned counsel for the petitioner
during the course of argument, fairly submitted that the petitioner is
inclined to cooperate with any kind of investigation to be done by the
official respondents.
41.A repeated argument was made on the side of the respondents
that there are sufficient materials available on record to order
investigation into the affairs of the petitioner by SFIO. Even as per the
statute as well as suo motu power, this Court can order such
investigation. However, this Court is not inclined to do so, as it is not
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sitting in appeal over the decision of the Central Government in ordering
investigation into the affairs of the company under Section 212(1)(a) and
(c) of the Act and scope of this Court under Article 226 of the
Constitution of India, with regard to judicial review, is limited to the
examination of decision making process and not the decision.
42. At this juncture, it may not be out of place to mention that the
petitioner / CSITA is a non-profit company started to do charity and
Evangelism. But, the criminal cases numbering more than 40 had already
been filed pointing out that some self wanted people hide all information
and truth and are illegally doing against the CSITA. Charity was
completely driven away. People from different angles are shooting the
CSITA company and it finds itself in the midst of activities of illegalities
and fraud committed by those in power. Without the orders of the CSITA,
the CSI employees like bishops cannot take any decisions. Since the
main function of the company is charity, there cannot be any wastage of
money for any other purpose other than charity. As the CSITA is the
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legal authority, administration should be done by its regulations. The
allegation against the evangelical department is that they are not doing
worship for the well being of the company and its beneficiaries and
stakeholders. Instead, it is doing misappropriation and illegalities by
selling most of the properties belonging to the Association. It is also
placed on record that due to non-submission of accounts, the
beneficiaries / donars to the CSITA could not get IT exemption. Such
activities cannot be permitted to be sustained, having due regard to the
object of the institution, which is to preach and propagate the religion of
Christianity to the world and uplift the members of the CSI. Mere
preaching from the church pulpits about “Christian holiness and
Stewardship” does not work, when it comes to managing the finance and
properties of the church in the most ethical way. The corporate morality and
the biblical ethics reflected in the character of God are to be combined to
form a base for maintaining the CSITA’s corporate personality. Therefore,
regulatory requirements are very much essential to bring about good
governance in such a non-profit association.
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43.Be it noted, the files circulated by the official respondents
would reveal that the proceedings was initiated against the petitioner/
CSITA for the alleged misappropriation, mismanagement, fraud etc., in
the year 2011. Since then, the respondent authorities have been simply
exchanging the communications from one office to another, without
complying with the statutory provisions, within a reasonable time.
Taking note of the serious nature of the allegations raised, the inordinate
and undue delay caused by the respondent authorities, cannot be simply
wished away. Hence, this Court directs the respondent authorities to take
action against the erring officials, departmentally.
Conclusion:
44.In the upshot of the aforesaid discussions and reasonings, this
Court holds as under:
(i)The petitioner / CSITA shall submit its detailed explanation/
objections along with documentary evidence to the report of the
Registrar of Companies dated 13.12.2017, which is impugned in
https://www.mhc.tn.gov.in/judis/
Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
WP.No.32587 of 2019, treating it as a show cause notice under Section
206(4) of the Act, 2013, within a period of two weeks from the date of
receipt of a copy of this order and thereafter, appear for enquiry between
17.02.2021 - 22.02.2021. It is made clear that the respondent shall not
entertain any further request for adjournment. On completion of such
procedure, the Registrar of Companies, Chennai, shall consider the same
and submit a consolidated report under section 208 to the Central
Government, within a period of two weeks thereafter, without causing
any delay.
(ii)On receipt of the said report, the Central Government shall
form an opinion independently and strictly in accordance with the
provisions of Section 210, and thereafter, proceed further in accordance
with Section 212 of the Act, 2013, within a period of three weeks
therefrom.
(iii)Inasmuch as the report dated 13.12.2017 has been treated as
notice under Section 206(4), the order dated 07.05.2018 impugned in
WP.No.25236 of 2018 passed by the Central Government, basing on the
https://www.mhc.tn.gov.in/judis/
Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
said report, and the consequential summons issued by the SFIO, which is
under challenge in WP.No.25419 of 2018, do not survive.
(iv)Since the allegations made against the petitioner are serious in
nature, any delay by the respondents in completing the process as
directed and provided under the relevant provisions of law, will be
viewed seriously.
(v)The respondent authorities shall take action against the
officials, who are responsible for the delay in proceeding the matter,
departmentally.
45.All these writ petitions are disposed of, in the above terms. No
costs. Consequently, connected Miscellaneous Petitions are closed.
01.02.2021
Index : Yes / No
Web : Yes / No
Speaking order / Non-speaking order
Note 1: The files circulated by the official respondents are handed over
to Mr.Venkataswamy Babu, learned Central Government Senior Panel
Counsel, after receiving proper acknowledgement.
https://www.mhc.tn.gov.in/judis/
Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
Note 2: Issue order copy today i.e., 01.02.2021
To
1. The Secretary to the Government,
Union of India,
Ministry of Corporate Affairs,
New Delhi 110 001
2. The Director,
Serious Fraud Investigation Office,
2nd Floor, Prayavaran Bhavan,
C.G.O.Complex, Lodhi Road,
New Delhi 110 003
3. The Regional Director,
Office of the Regional Director, Southern Region,
Chennai, Ministry of Corporate Affairs,
Government of India,
5th Floor, A Wing, Shastri Bhavan,
26 Haddows Road, Chennai 600 006
4. The Registrar, Office of the Registrar of Companies,
Tamil Nadu, Chennai,
Shastri Bhavan, 2nd Floor,
26 Haddows Road, Chennai 600 006
5. Assistant Registrar of Companies,
Office of the Registrar of Companies,
Tamil Nadu, Chennai,
Shastri Bhavan, 2nd Floor,
26 Haddows Road, Chennai 600 006
https://www.mhc.tn.gov.in/judis/
Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
6. Joint Director, Ministry of Corporate Affairs,
5th Floor, A Wing, Shastri Bhavan,
Dr. Rajendr Prasad Road,
New Delhi 110 001
7. Assistant Director (Banking),
Investigation, 4th Floor, Corporate Bhavan,
Survey No.127/1 Thattiannaram Village,
Bandlaguda, Hayatnagar,
Hyderabad 500 068
https://www.mhc.tn.gov.in/judis/
Writ Petition Nos.25236 and 25419 of 2018 & 32587 of 2019
R.MAHADEVAN, J.
srk / rk
Writ Petition Nos.25236 and 25419 of 2018 and 32587 of 2019
and
WMP Nos.29340, 29341, 29575, 29577 and 31239 of 2018
1083, 32967, 32968, 32969 & 36108 of 2019
& WMP Nos.1286 & 1288 of 2020
01.02.2021
https://www.mhc.tn.gov.in/judis/
