B. N. KIRPAL, J. ( 1 ) THE challenge in these writ petitions filed under Art. 226 of the Constitution is to the grant of membership to the Saurashtra Kutch Stock exchange Limited, which is an Exchange which has been recognised by the Central government under the provisions of the Securities Contracts (Regulation) Act, 1956. ( 2 ) RESPONDENT No. 1 is a Public Limited Company, having been registered under the Companies Act, 1956. On 24th of April, 1986, it made an application under Sec. 4 of the said Act for grant of recognition as a Stock Exchange. By notification dated 10th July, 1989, the recognition was granted. It is after the grant of the said recognition that on 20th July, 1989 respondent No. 1 was registered under the Companies Act, 1956. ( 3 ) ACCORDING to the Articles of Association of the Company, which Articles had been approved by the Central Government, the number of members which it could have, were 300. At the time of granting of recognition, 40 members already existed. Therefore, 260 members had to be taken in by respondent No. 1. ( 4 ) ON 5th of August, 1989, respondent No. 1 invited applications from those persons who wanted to become members of the Company. The last date for receipt of the applications was 31st of August, 1989. In all, 1,587 applications were received and they were required to be processed and selection made therefrom. ( 5 ) ACCORDING to Article 4 of the Articles of Association of the Respondent- exchange, the members were to be selected by a Screening Committee, constituted by the Government, which were to have 3 nominees of the Government. It appears that on 9th November, 1989, the Government of India, Ministry of Finance, issued a letter to the Presidents/executive Directors/secretaries of the various Stock exchanges in India, alongwith which it forwarded a Note on authorisation criteria for brokers suggested by the Securities and Exchange Board of India, which was required to be followed by the Selection Committees uniformly for future selection of members of the Stock Exchanges. In the letter, it was also stated that :". . . In case the Selection Committees desire to make marginal adjustments, reasons for doing so would have to be recorded by them in writing. . . . In the letter, it was also stated that :". . . In case the Selection Committees desire to make marginal adjustments, reasons for doing so would have to be recorded by them in writing. . . . "the authorisation criteria, or "guidelines", as they were more commonly called, stated that it was issued with a view to ensure minimum standards of competence, integrity and financial solvency. It was suggested in these guideline that authorisation of broker should be based on 4 criteria, viz. , education, experience, financial solvency and interview performance. Under each criterion, there was to be minimum levels, which had to be satisfied by every applicant, though it was stated that :". . . . . . . the minimum criteria are not rigorous and the applicants who do not fulfil the minimum levels should not be authorised as brokers. . . . . . "the said guidelines also contained the range of points to be given under each of the four criteria and the same were as follows : criterion Minimum Minimum Maximum qualifying Points Points level education Matriculation 10 30 experience Three years 10 30 financial Minimum working 10 20 solvency capital and total asset requirements for each exchange interview 10* 20 40 100 *minimum performance required. With regard to the minimum performance which was required, the said guidelines stated as follows :". . . . . AN applicant, under the above system, has to obtain a minimum of 10 points on each of the four criteria and an aggregate score of at least 50 points before he is selected as a broker. Applicants who obtain higher points are ranked according to their score for the purpose of selection depending on the number of seats available. The composition of the membership Selection Committee shall be as prescribed. The detailed system of awarding points is in Annexure I. The complete list of applicants, the marks obtained by each and the names of selected members must be made public. . . . . . "the said criteria and the rationale were elaborated further. With regard to education, it was stated that it was necessary to ensure that all brokers had demonstrably high level of familiarity with all aspects of security business and while matriculation was fixed as minimum educational qualification, the point system was to give weightage to higher educational qualifications. . . . "the said criteria and the rationale were elaborated further. With regard to education, it was stated that it was necessary to ensure that all brokers had demonstrably high level of familiarity with all aspects of security business and while matriculation was fixed as minimum educational qualification, the point system was to give weightage to higher educational qualifications. It was also suggested that after sometime, the minimum educational qualification should be increased to graduation. With regard to experience, it was stated that minimum three years experience would be required for being authorised as a broker. Concerning financial soundness, stipulation was made with regard to minimum working capital requirement and it was suggested that it was desirable to fix a minimum of Rs. 1,00,000. 00 for all Exchanges, but periodic monitoring would be required, though the minimum working capital requirements would need to vary from Exchange to Exchange. It was clarified that working capital would include only cash and readily marketable securities and was not to include property, jewellery, vehicles, etc. Reference was also made to the total asset requirement and it was stated that the minimum level of the same would vary from exchange to Exchange and that assets in excess of minimum stipulation would qualify for points towards selection. With regard to fees and deposits, the Exchanges were to prescribe the same as per their own requirements. With regard to interview, it was mentioned in the guidelines that the composition of the Interview Committee would be prescribed and that the said Committee would assess the applicant on a points basis for knowledge, integrity and the ability to provide good service to the market. In addition to the above criterion, the Committee was also required to consider that the minimum age of the applicant should be 21 years and that ordinarily, the applicant should not be more than 60 years and, secondly, the applicants should be of high integrity and they should not have been convicted for fraud or dishonesty, etc. In addition to the above criterion, the Committee was also required to consider that the minimum age of the applicant should be 21 years and that ordinarily, the applicant should not be more than 60 years and, secondly, the applicants should be of high integrity and they should not have been convicted for fraud or dishonesty, etc. The guidelines which were laid down for awarding points for education, experience and financial solvency by the said document were as follows :"education Points matriculates 10 graduates 20 ca, ICWA, ACS, CFA, MBA from specified universities/ Institutions and other such qualifications as may be specified in future 30 experience 3 years 10 more than 3 but less than 5 years 20 more than 5 years 30 experience can be in any area related to securities markets. This would also include work as sub-broker, authorised assistant, investment adviser, corporate analyst or experience in a merchant banking concern or finance department of a company or in an audit firm. Financial Solvency working Capital of Rs. 1 lac 10 more than Rs. 1 lac but less than Rs. 5 lacs 15 more than Rs. 5 lacs 20" ( 6 ) ON 17th of March, 1990, the Stock Exchange appointed a Screening committee, consisting of 6 persons, under the Chairmanship of Shri K. V. Bhanujan, additional Chief Secretary to the Government of Gujarat. The other five members were Shri M. R. Mayya (Executive Director, Bombay Stock Exchange), Shri P. L. Gambhir (Deputy Director of Stock Exchange Division, Department of Economic affairs, Ministry of Finance), Shri S. J. Chandurkar (Deputy Director of S. E. B. I.), shri Mavani (President of the Stock Exchange) and Shri S. K. Bhanderi (Vice- president of the Stock Exchange ). ( 7 ) IN as much as the main contention which has been raised in this writ petition is with regard to the change to the norms which were laid down by this screening Committee for the purposes of making selection of the members to the respondent-Stock Exchange, it is now necessary to refer to the relevant minutes of the Screening Committee in some detail. ( 8 ) A preliminary meeting of the Screening Committee was held on 13th of april, 1990 and as the discussion remained inconclusive, in the next meeting, more discussion took place which was held 4th of May, 1990. ( 8 ) A preliminary meeting of the Screening Committee was held on 13th of april, 1990 and as the discussion remained inconclusive, in the next meeting, more discussion took place which was held 4th of May, 1990. According to the minutes of 4th May, 1990, the Screening Committee discussed at length the norms for selection of the members and the following norms were laid down : (1) The Screening Committee decided that all applicants who were below 21 years and above 60 years of age as on 31st August, 1989, i. e. , the date for receipt of applications for the membership of Saurashtra Kutch Stock Exchange Ltd. , Rajkot be rejected. The Screening Committee also decided that all applicants who have not passed the 12th Std. or an equivalent examination be rejected. (2) The question of laying down norms for selection of members was considered by the Screening Committee. Taking into account the note on "authorisation criteria For brokers" prepared by the Securities and Exchange Board of India circulated to all the stock exchange vide Government of India, Ministry of Finance, letter No. 1/112/se/ (SEBI) dated 9th November, 1989 and also the local factors relating to Saurashtra and Kutch, it was decided by the Committee that maximum marks be awarded to the applicants on the following criteria : criteria Max. Marks (i) Educational Qualifications 20 (ii) Financial Position 25 (iii) Experience 20 (iv) Interview 35 total Marks 100 it will be seen that the maximum marks which were prescribed by these norms for the four different criteria were not the same as has been suggested in the guidelines of the Government. Whereas the maximum marks in respect of financial position and interview were increased from 20 to 25 and 20 to 35 respectively, the maximum marks for educational qualifications and experience were reduced from 30 to 20 respectively. The question of allocation of marks under the different sub-heads was also discussed and the marks which were now laid down by the Committee to fall under different heads, were as follows : (i) Educational Qualifications : Max. Marks (a) 12th Std. The question of allocation of marks under the different sub-heads was also discussed and the marks which were now laid down by the Committee to fall under different heads, were as follows : (i) Educational Qualifications : Max. Marks (a) 12th Std. pass or an equivalent 10 qualification (b) Graduate in any discipline or any equivalent qualification 15 (c) Post Graduate, A. C. A. , A. C. S. , A. I. C. W. A. , c. F. A. , M. B. A. or an equivalent qualification 20 (ii) Financial Position : (As on 31-3-1990) after providing for payment of admission fee, security deposit and annual subscription, the applicant should have adequate liquid assets. The term liquid means : * Cash and Bank Balances. * Fixed deposits with Bank and Companies. * Investment in Shares, Securities, Debentures, N. S. C. etc. at 75% of the market value. * Other assets if any Liquid assets exclude jewellery, LIC Policies, N. S. C. , land, building, current liabilities, if any to be deducted. On the basis of liquid assets, maximum marks be awarded as under : max. Marks. Rs. 50,000 to Rs. 1 lakh 10 above Rs. 1 lakh upto Rs. 3 lakhs 15 above Rs. 3 lakh to Rs. 5 lakhs 20 above Rs. 5 lakh - One additional mark for every additional rs. 1 lakh subject to a maximum of 5 marks. Fixed assets will be given weightage at the rate of 1 mark for every Rs. 1 lakh subject to a maximum of 5 marks within the overall aggregate of 25 marks. Note : Financial position has to be as per the certified audited statements. (iii) Experience : (a) General experience related to trade, business and industry, including services, both in the private and public sectors to be awarded 5 marks provided he has a minimum of 2 years experience. (b) Experience in any area related to securities market to be awarded marks indicated below; this would include work as Sub-broker, Authorised assistant, investment adviser, Corporate analyst or experience in a merchant banking concern or finance department of a company or an audit firm : marks 1 year to 3 years 5 above 3 years upto 5 years 10 above 5 years 15 note : Experience to be supported by relevant certificates / documents. Max. Marks. Max. Marks. (iv) Interview : 35 each member of the Interview Committee should assess the candidate independently and award points taking into account the candidates knowledge, integrity and the ability to provide good service. The points awarded by the individual members should then be averaged. . . . . . " ( 9 ) HAVING fixed the aforesaid norms, the Screening Committee also prepared a proforma, which had to be filled by the applicants so that requisite information was available to the Screening Committee, which would be required to be examined as per the said norm. Accordingly, on 8th of May, 1990 letters were sent to all the applicants, requiring them to fill up the enclosed proforma, giving details of their educational qualifications, financial position and experience, together with relevant certificates of the documents and the same were required to be submitted by 15th June, 1990. ( 10 ) IN its meeting held on 23rd June, 1990, the Screening Committee decided to engage a suitable Computer Agency from Ahmedabad, who could process all the applications, which had been received, alongwith the particulars in the prescribed proforma. The Sub-committee which was formed, selected the said agency and in its meeting held on 15th July, 1990, the work was entrusted to one M/s. Kumar private Limited for the purpose of processing the applications. ( 11 ) AS per the report of the said Agency, 1002 applicants were eligible. On 4th of August, 1990, the Screening Committee decided that, in all, 552 candidates who had secured 36 marks and above, be called for interview. Interviews were held at Ahmedabad and Rajkot on different dates between 24th August, 1990 and 23rd September, 1990. ( 12 ) IT appears that some complaints were received with regard to some eligible candidates names having been excluded by the Computer Agency. On 30th september, 1990, the Screening Committee accordingly appointed a Sub-committee to scrutinise 483 applications of those persons, who had not been called for interview. The said Sub-committee submitted its report on 27th October, 1990 and some more candidates were called for interview. ( 13 ) IN the meantime, a writ petition, being Special Civil Application No. 7084 of 1990 was filed in this Court. In that petition, M. B. Shah, J. passed the following order :". . . . MR. The said Sub-committee submitted its report on 27th October, 1990 and some more candidates were called for interview. ( 13 ) IN the meantime, a writ petition, being Special Civil Application No. 7084 of 1990 was filed in this Court. In that petition, M. B. Shah, J. passed the following order :". . . . MR. Raval, learned Advocate appearing on behalf of the Screening Committee appointed by the Central Government for giving membership to Saurashtra Kutch stock Exchange Limited, Rajkot, states that the Screening Committee would follow and apply the guidelines laid down by the Central Government as per its letter dated 9th November, 1989 and Annexures to it. Hence adjourned to 5th November, 1990. . . . . . " ( 14 ) ON 1st October, 1990, a letter was written by the Director, Ministry of finance, Department of Economic Affairs, Government of India, to Shri Bhanujan, chairman of the Screening Committee, asking him to send a report on the process of selection of members of the respondent-Stock Exchange. In reply to the same, shri Bhanujan sent a report dated 29th October, 1990. In the said report, it was, inter alia, stated that the members of the Selection Committee had laid down norms in its meeting held on 4th May, 1990 and :". . . . . THESE norms were framed taking into account the Note on authorisation criteria for brokers prepared by Securities and Exchange Board of India and circulated to all stock Exchanges by the Ministry of Finance, Government of India. It may be mentioned here that in finalising the norms, we have also kept the local factors relating to saurashtra and Kutch and accordingly some modifications were incorporated. "the said Report also contained the details of the marks, which were to be awarded under different criteria and alongwith the Report, minutes of all the meetings of this Screening Committee were forwarded so as to give to the said Director full details about the procedure and working of the Committee. What is important to note is that in this Report, Shri Bhanujan stated that :". . . . . I shall be grateful if you could kindly convey to us the advice of Government of India about the future course of action to be followed by the Committee. . . . . What is important to note is that in this Report, Shri Bhanujan stated that :". . . . . I shall be grateful if you could kindly convey to us the advice of Government of India about the future course of action to be followed by the Committee. . . . . " ( 15 ) IT seems that the said Report dated 29th October, 1990 did not reach the ministry of Finance and another copy of the same was forwarded on 28th November, 1990. About a month thereafter, Shri Bhanujan received a reply dated 27th December, 1990 from the Ministry of Finance, Government of India, in which it was, inter alia, stated that :". . . . . . . YOU are requested to proceed with the work of the Screening Committee and complete selection of members of Saurashtra Kutch Stock Exchange. . . . . . . . " ( 16 ) ANOTHER writ petition, being Special Civil Application No. 8876 of 1990 was filed and vide order dated 11th of January, 1991, the Committee was directed tocomplete its work by 31st of January, 1991 and it was further directed that the respondent-Exchange should start functioning by 18th February, 1991. It is thereafter that the first of the present writ petitions, being Special Civil Application No. 687 of 1991, was filed on 1st February, 1991. On 4th February, 1991, a single Judge of this Court passed interim orders, whereby no one was to be admitted as a member of the respondent-Stock Exchange. It appears that, on this very day, i. e. , 4th february, 1991, the Screening Committee submitted its report to the Council of management of the respondent-Stock Exchange as regards selection of 260 members and the said report was forwarded to the Central Government. In its meeting held on 5th of February, 1991, the Council of Management approved the selection and on that very day, sent letters of admission to 231 applicants and required payment of security deposit from them. It is the case of the petitioners that this selection was made in violation of the interim order dated 4th February, 1991. No detailed arguments were, however, addressed with regard to this aspect and, therefore, this aspect need not detain us. It is the case of the petitioners that this selection was made in violation of the interim order dated 4th February, 1991. No detailed arguments were, however, addressed with regard to this aspect and, therefore, this aspect need not detain us. ( 17 ) ON behalf of the petitioners, Shri Vaghela has first contended that the stock Exchange was legally bound to follow and abide by the guidelines prescribed by the Central Government, vide its letter dated 9th of November, 1989. Elaborating the submission, it was contended that these guidelines were really conditions which were statutory and were binding on the Stock Exchange. In this connection, reference was made to Sec. 4 of the Securities Contracts (Regulation) Act, 1956, which deals with the grant of recognition to Stock Exchanges. Sec. 4 (1) (a) and (b) reads as follows :"4. Grant of recognition to stock exchanges.- (1) If the Central Government is satisfied, after making such inquiry as may be necessary in this behalf and after obtaining such further information, if any, as it may require, (a) that the rules and bye-laws of a stock exchange applying for registration are in conformity with such conditions as may be prescribed with a view to ensure fair dealing to protect investors; (b) that the stock exchange is willing to comply with any other conditions (including conditions as to the number of members) which the Central Government, after consultation with the governing body of the stock exchange and having regard to the area served by the stock exchange and its standing and the nature of the securities dealt with by it, may impose for the purpose of carrying out the objects of this Act; and. . . . . . . . . . . . . . . . The Central Government has also framed the Securities Contracts (Regulation) rules, 1957 and Rule 3 states that the application for recognition shall be made to the Central Government in Form A. Rule 6 provides that recognition shall be granted in Form B. The said Form B is as follows : ". . . . . . No. . . . . . . The Central Government, having considered the application for recognition/renewal of recognition made under Sec. 3 of the Securities Contracts (Regulation) Act, 1956 by. . . . . . . . . . . . No. . . . . . . The Central Government, having considered the application for recognition/renewal of recognition made under Sec. 3 of the Securities Contracts (Regulation) Act, 1956 by. . . . . . . (name and address of exchange) and being satisfied that it would be in the interest of the trade and also in the public interest so to do, hereby grants, in exercise of the powers conferred by Sec. 4 of the Securities contracts (Regulation) Act, 1956 recognition to the said exchange under Sec. 4 of the said Act for. . . . . . . . . year/years ending. . . . . . . . 19. . . . . . on a permanent basis in respect of contracts in securities subject to the conditions stated hereinbelow or as may be prescribed or imposed hereafter. . . . . "it was submitted by Shri Vaghela that the recognition in Form B states that it is granted ". . . . . . . subject to the conditions stated hereinbelow or as may be prescribed or imposed hereafter. . . . . . . . . " It was argued that the guidelines which were issued on 9th of November, 1989, in effect, were conditions which were referred to in the said Form and, therefore, they were statutory. ( 18 ) WE are unable to agree with the aforesaid submission of the learned counsel. Reading Sec. 4 the Rules and the Forms together, it is clear that the ministry of Finance, Government of India, can lay down conditions in the order of recognition itself. It is not in dispute that the guidelines do not form part of the order of recognition. Form B, no doubt, states that any conditions which may be prescribed or imposed after the order of recognition will also be binding. But, that has necessarily to be read along with Sec. 4 (1) (b) of the Act. The said Sec. 4 (1) (b) also postulates conditions being imposed, subsequent to the recognition, which are to be binding on the Stock Exchanges. The manner in which these conditions are to be imposed, is stated in Sec. 4 (1) (b ). But, that has necessarily to be read along with Sec. 4 (1) (b) of the Act. The said Sec. 4 (1) (b) also postulates conditions being imposed, subsequent to the recognition, which are to be binding on the Stock Exchanges. The manner in which these conditions are to be imposed, is stated in Sec. 4 (1) (b ). When in Form B it is stated that the conditions which may be imposed hereafter will be binding on the Stock exchanges, it only means that the conditions which are to be binding will be only those which are laid down in accordance with law. The procedure laying down the conditions under Sec. 4 (1) (b) requires that the Central Government must have consultation with the governing Body of the Stock Exchange before any conditions are imposed. In the present case, it cannot be disputed that prior to the issuance of the letter dated 9th of November, 1989, no such consultation with the governing body of the respondent-Stock Exchange had ever taken place. This being so, the guidelines which were issued on 9th November, 1989 cannot be regarded as being statutory conditions postulated by Sec. 4 (1) (b) of the Act. ( 19 ) IT was then submitted by Shri Vaghela that even if the said conditions are regarded as administrative guidelines or directions, they were meant to be complied with by all the Stock Exchanges in India and certain rights flow therefrom. It was contended that if there is any variation of the condition, then an aggrieved party can approach the Court in order to seek reliefs. In support of this contention, the learned counsel sought to rely on the oft-quoted judgment of Ramana Dayaram Shetty v. The International Airport Authority of India and Ors. , AIR 1979 SC 1628 , as also the decision of the Supreme Court in the Union of India and Ors. v. M/ s. Anglo Afghan Agencies, AIR 1968 SC 718 . Another decision relied upon in this connection was Narendra Kumar Maheshwari v. Union of India and Ors. , (1990) supp. SCC 440 : [ air 1989 SC 2138 ]. It was submitted that the Stock Exchange can be asked by the Court to act upon an administrative scheme. Learned Counsel also referred to the decision in M. S. Desai and Co. , (1990) supp. SCC 440 : [ air 1989 SC 2138 ]. It was submitted that the Stock Exchange can be asked by the Court to act upon an administrative scheme. Learned Counsel also referred to the decision in M. S. Desai and Co. v. Hindustan Petroleum corporation Limited, 1987 (1) GLR 375 and sought to contend that instructions are binding and if any breach occurs, and it affects any party, then a writ petition would be maintainable. While submitting that the action of the respondents was arbitrary, reliance was also placed on the decision of the Supreme Court in Kumari Shrilekha vidyarthi and Ors. v. Union of India and Ors. , 1991 (1) SCC 212 . The other cases on which reliance was placed, which we may note are the Comptroller and Auditor general of India v. K. S. Jagannathan and Anr. , AIR 1987 SC 537 , M/s. Dwarkadas marfatia and Sons v. Board of Trustees of the Port of Bombay, 1989 (3) SCC 293 , navjyoti Co-operative Group Housing Society and Ors. v. Union of India and Ors. , 1992 (4) SCC 477 , and Ajay Hasia v. Khalid Mujib Sehravardi and Ors. , AIR 1981 sc 487 . ( 20 ) AS opposed to this, Shri G. N. Desai has submitted that no writ of mandamus will lie for disobeying administrative instructions. It was submitted by him that guidelines do not confer any right on any one and if the guidelines are bad in law, then they can be struck down, but no claim can be founded on the basis of the said guidelines if they are violated. In support of his contention, reliance was placed by Shri G. N. Desai on the following decisions : r. Adulla Rowther v. State Transport Appellate Tribunal, Madras and Ors. , AIR 1959 SC 896 , G. J. Fernandez v. State of Mysore and Ors. , AIR 1967 SC 1753 , Kumari regina v. St. Aloysius Higher Elementary School and Anr. , AIR 1971 SC 1920 , J. R. Raghupathy v. State of A. P. and Ors. , AIR 1988 SC 1681 and Narendra Kumar maheshwari v. Union of India and Ors. , AIR 1989 SC 2138 : [1990 Supp. SCC 440]. . , AIR 1967 SC 1753 , Kumari regina v. St. Aloysius Higher Elementary School and Anr. , AIR 1971 SC 1920 , J. R. Raghupathy v. State of A. P. and Ors. , AIR 1988 SC 1681 and Narendra Kumar maheshwari v. Union of India and Ors. , AIR 1989 SC 2138 : [1990 Supp. SCC 440]. . ( 21 ) FOR the view which we are taking, it is not necessary for us to examine any of the aforesaid decisions at any great length. ( 22 ) PROCEEDING on the assumption that the Central Government can issue guidelines and that the guidelines are binding, it cannot be denied that, in law, the authority which lays down the administrative decisions has the right to vary the same. The guidelines in the present case were laid down by the Central Government. Surely, the said guidelines could have been altered or amended by it. The question which arises is : Has it been done in the present case ? ( 23 ) FROM the facts stated hereinabove, it is clear that there was a departure made by the Screening Committee from the guidelines which were laid down by the Central Government. The Screening Committee, when it framed its norms, did maintain the four criteria, which had been laid down by the Central Government, viz. , that of education, experience, financial solvency and interview. The manner in which the points were to be allotted was, however, changed. The changes which were made, were made known to the Government when Shri Bhanujan submitted his report on 29th of October, 1990. What was the departure which was made from the guidelines was clearly spelt out in the said report. With a view that the Central government, Ministry of Finance, which had issued the earlier guidelines was made full aware of what the Screening Committee had done, the copies of all the minutes of the Screening Committee were forwarded. Shri Bhanujan then, as Chairman of the Committee, asked the Government of India as to what was its advice about the future course of action to be followed by the Committee. Shri Bhanujan then, as Chairman of the Committee, asked the Government of India as to what was its advice about the future course of action to be followed by the Committee. When the reply dated 27th of December, 1990 was received by Shri Bhanujan from the Government of india that the Committee should proceed with the work of completing the selection of the members, the implication is very clear and that was that the procedure which was followed by the Screening Committee and the norms which were laid down by it, stood approved. The letter of 27th of December, 1990, in the first paragraph referred to Shri Bhanuajns letter dated 27th of November, 1990 and then expressly stated that the Screening Committee was requested to complete the selection of members. The Government of India was aware of the fact that the norms which were laid down by the Screening Committee were not identical to the ones which had been laid down in the guidelines and after applying its mind, it directed the screening Committee to complete the process of selection. At no point of time was any objection taken. ( 24 ) WHAT puts the matter beyond any doubt is the averments of Shri G. Bhujbal Deputy Director, Department of Economic Affairs, Ministry of Finance, government of India, who, in his affidavit-in-reply, has stated as follows :". . . . . . . I state that the Screening Committee has to decide its own selection criteria keeping in view the general guidelines circulated by the Ministry of finance to all the Stock Exchanges with letter Annex. i. I state that the Ministry of Finance had noted the modified criteria adopted by the Screening Committee of Saurashtra Kutch Exchange and thereafter advised the Screening Committee on 27th December, 1990 to proceed with the work of selection of the members and to complete selection of the members of the Saurashtra Kutch Stock Exchange. I state that after the modification was brought to the notice of the Government of india and after considering the same the Government of India had directed the screening Committee to proceed with the selection of the members as per the modified criteria adopted by the Screening Committee. . . . . . . "the aforesaid averments in the affidavit on behalf of the Government of India clearly support the view which we have taken, viz. . . . . . . "the aforesaid averments in the affidavit on behalf of the Government of India clearly support the view which we have taken, viz. , that the norms which were laid down by the Screening Committee stood approved by the Government of India and the selection was made in accordance therewith. ( 25 ) THE matter may be viewed from another angle. The guidelines of 9th november, 1989 were meant to be followed by the Screening Committee of the different Stock Exchanges. The Screening Committee were appointed by the Central government. They were, in a sense, the agents or the nominees of the Central government. Normally, if such an agent or a nominee does not follow the directions of the principal, then it is for the principal to take appropriate action. But, the principal can, in appropriate cases, ratify the action of the agent or the nominee. In the present case, the Screening Committee decided to vary the points which had been indicated in the guidelines, while retaining the four criteria. This decision of the Screening Committee was impliedly, if not explicitly, ratified by the Central government, when on 27th of December, 1990 Mr. Bhanujan was told, in writing, that the process of selection should proceed. The guidelines were not meant to be published, nor were the norms meant to be published. ( 26 ) THE effect in law of the aforesaid discussion would be that the guidelines of 9th November, 1989 laid down by the Central Government would stand superseded by the norms laid down by the Screening Committee as approved by the Central government. The norms will now be regarded as the norms duly approved or laid down by the Central Government and, therefore, it is not correct to contend that there has been any variation or violation of the norms or guidelines. As far as respondent No. 1 is concerned, the norms or guidelines which had to be followed for the purpose of selecting the members of the Stock Exchange were different from what was required to be followed by the other Stock Exchanges. We see no infirmity in this. ( 27 ) IT was also sought to be contended that the changes which were made by the Screening Committee could not be regarded as marginal. Letter dated 9th of november, 1989, allowed the Selection Committee to make marginal adjustments. We see no infirmity in this. ( 27 ) IT was also sought to be contended that the changes which were made by the Screening Committee could not be regarded as marginal. Letter dated 9th of november, 1989, allowed the Selection Committee to make marginal adjustments. It would stand to reason that marginal adjustments had to be made while taking into consideration the local conditions. The said letter of 9th November, 1989 did not postulate or contemplate the Selection Comittee reverting to the Government of India after it had made any marginal adjustments. No consent or approval of the Government of India was required to be taken if the Selection Committee made marginal adjustments. The Selection Committee in the present case, by way of abundant caution, brought to the notice of the Government of India the changes which it had brought about to the said guidelines and it had expressly sought the governments approval thereto. Even if it be assumed that the changes which were made could not be regarded as marginal adjustments, the same would not be of any assistance to the petitioners for simple reason that the norms as laid down by the Screening Committee have, in law, to be regarded as guidelines, which had been duly approved by the Central Government. ( 28 ) ON merits, we find that no case has been brought to our notice where any person who had been qualified under the norms laid down by the Screening committee has not been made a member. A number of petitioners are such who were only matriculates and do not fulfil the educational qualification criterion laid down by the norms. Apart from the norms, the Articles of Association of the respondent-Exchange itself provides that the minimum educational qualification should be XIIth Standard pass. Therefore, any one who did not have minimum educational qualification of XIIth Standard pass would not be eligible to become a member. In fact a large number of the petitioners are such who did not fulfil one criterion or another, as laid down by the guidelines of 9th November, 1989. But, we need not go into that aspect in any great detail because these petitioners certainly do not fulfil the criteria which were adopted by the Screening Committee in the present case. In fact a large number of the petitioners are such who did not fulfil one criterion or another, as laid down by the guidelines of 9th November, 1989. But, we need not go into that aspect in any great detail because these petitioners certainly do not fulfil the criteria which were adopted by the Screening Committee in the present case. ( 29 ) LEARNED Counsel for the petitioners had also sought to contend, by trying to draw our attention to the case of each of the petitioners, that they should have been called for interview. We, however, in exercise of our jurisdiction under Art. 226, do not consider it proper to go into and investigate disputed questions of fact. It may, however, be noticed that as per the norms which were laid down by the screening Committee, none of the petitioners had qualified for being called for interview. ( 30 ) ON behalf of one of the petitioners, viz. , Shri Jagadish K. Chandarana, petitioner No. 3, it was, however, contended that, according to the norms laid down, he would get much more than 36 marks which were the qualifying marks and that he should have been called for interview. The case of the respondents, however, is that Mr. Chandarana had not filed along with his application documents in support of his claim for experience and, therefore, the aggregate marks of Shri chandarana were only 35 and not more than 36. While petitioner No. 3 contends that these certificates were submitted, the respondents, contention is to the contrary. Obviously, this is a disputed question of fact and this Court, in exercise of its jurisdiction under Art. 226 of the Constitution, cannot go into this aspect. Such grievances are best looked into by proceedings under Sec. 111 of the Companies act or by way of a civil Suit and certainly not by way of a writ petition. We need not dwell on this aspect any further. ( 31 ) NO other question survives for consideration. For the aforesaid reasons, we do not find any merit in these writ petitions and the same are accordingly dismissed. There will, however, be no order as to costs. Interim orders are vacated. .