JUDGMENT : Susanta Chatterji, J. - A registered stock broker, as the petitioner is, challenges the order of suspension passed by opposite party No. 1, Bhubaneswar Stock Exchange Association Ltd., and the proceedings initiated by the said stock exchange for its expulsion. 2. Precisely, the petitioner has prayed for the following reliefs : ". . . to issue a rule nisi in the nature of a writ of mandamus and/or writ of certiorari and/or any other appropriate writ/writs, order/orders, calling upon the opposite parties to show cause as to why articles 158, 159 and 167 of the articles of association of opposite party No. 1 stock exchange association and bye-laws 315, 347 and 348 framed by the said opposite party No. 1 should not be declared ultra vires the Act 15 of 1992 and as to why the orders of suspension and expulsion (annexures 1/1 and 1/3) and the auction of the membership of the petitioner in favour of opposite party No. 4 should not he quashed ; and (ii) if the opposite parties fail to show cause and/or show insufficient and/or false cause, to make the said rule nisi absolute ; and (iii) to issue any other relief/reliefs to which the petitioner is entitled ; and (iv) allow the writ application with costs ; ....." 3. It is placed on record that the stock exchange, opposite party No. 1, was incorporated under the Companies Act in the year 1989-90, in the name and style of "Bhubaneswar Stock Exchange Association Ltd". The Central Government duly recognised the said opposite party No. 1 for a period of five years. In the present writ petition opposite party No. 1 is Bhubaneswar Stock Exchange, opposite party No. 2 is Union of India, opposite party No. 3 is Securities and Exchange Board of India and opposite party No. 4 is Megha Finance India Ltd. 4. It is also placed on record that the Central Government by notification established and incorporated the Securities and Exchange Board which came into force on April 4, 1992. Section 12 of the said Act provides for registration of stock brokers, sub-brokers, etc. It is also placed on record that the Central Government by notification established and incorporated the Securities and Exchange Board which came into force on April 4, 1992. Section 12 of the said Act provides for registration of stock brokers, sub-brokers, etc. Sections 29 and 30 of he Act provide for the Central Government and the Board to frame rules and regulations respectively, The Central Government framed rules u/s 29 and Rule 3 provides that no stock broker or sub-broker shall buy, sell, deal in securities unless he holds a certificate granted by the Board under the regulations. 5. It is stated that the Board in exercise of powers conferred by Section 30 of Act 15 of 1992 framed the regulations under the style "the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992". The said Regulations indicate as to the procedure for consideration of application for registration and grant of certificate. It is averred in the writ petition that Bhubaneswar Stock Exchange Association Ltd., after its incorporation framed the bye-laws and the regulations as well in the year 1989, providing for the procedure to implement its objects as per its memorandum and articles of association. 6. The allegation of the petitioner is that opposite party No. 1 stock exchange and its council of management indulged in various mischievous activities had been making serious attempts to recruit their own nominees as members of the association for carrying on business as stock brokers. As such the power of certifying or granting permission for carrying on business as stock broker was only vested in the Board. Opposite party No. 1 stock exchange and/or its active members of the council had been making such attempts to recruit their own nominees through the back-door by suspending and/or expelling some bona fide members. 7. It is also alleged that with gross mala fide intention of promoting the cause of some of their nominees purported action was initiated by opposite party No. 1 against the petitioner. Notices were issued on flimsy grounds calling upon the petitioner to show cause as to why he should not be suspended from doing business in the stock exchange. The petitioner duly replied. However, his membership was suspended in purported terms of Article 158 of the articles of association. Notices were issued on flimsy grounds calling upon the petitioner to show cause as to why he should not be suspended from doing business in the stock exchange. The petitioner duly replied. However, his membership was suspended in purported terms of Article 158 of the articles of association. The council of opposite party No. 1 issued a notice to the petitioner to show cause against expulsion in terms of Article 158 and bye-law 347 of the stock exchange. 8. The grievance of the petitioner is that the said council without applying its mind to the reply filed by the petitioner to the notice to show cause and without conducting any enquiry whatsoever expelled him from the membership branding him as a defaulter and it was notified that such expulsion should be effective from ]uly 15, 1992. 9. It is disclosed that the petitioner previously filed a writ petition bearing O. J. C. No. 5296 of 1993 challenging the action of opposite party No. 1 compelling him to pay margin money by compulsorily carrying forward the transactions of fifth settlement to sixth settlement of 1993. The said writ petition was, however, disposed of in terms of the order dated August 26, 1993, directing the petitioner to move the civil court within a stipulated period and there was direction that the opposite party would not auction the membership card of the petitioner for a stipulated period. 10. Pursuant to such direction of this court, the petitioner filed Title Suit No. 119 of 1993 in the court of the Munsif for declaration that the orders of suspension and expulsion were illegal and without jurisdiction and for permanent injunction and other reliefs. The petitioner also filed an application under Order 39, rules 1 and 2 of the CPC for ad interim injunction. Since the prayer for interim order was refused, the petitioner preferred Miscellaneous Appeal No. 46 of 1993 before the Additional District Judge, Bhubaneswar, and the appellate court restrained opposite party No. 1 from auctioning the membership of the petitioner. 11. It is also disclosed that the said order of injunction was vacated and the petitioner came to this court in Miscellaneous Appeal No. 573 of 1993. The matter was sent back to the learned Additional District Judge and certain steps were taken to transfer the appeal to other court. 11. It is also disclosed that the said order of injunction was vacated and the petitioner came to this court in Miscellaneous Appeal No. 573 of 1993. The matter was sent back to the learned Additional District Judge and certain steps were taken to transfer the appeal to other court. Ultimately, the appeal was dismissed and opposite party No. 1 published a notice in the daily newspaper for auction of the petitioner's membership card fixing the auction to January 29, 1994. 12. Under such circumstances, the petitioner again filed another writ petition (O. J. C. No. 359 of 1994) and this court on January 27, 1994, disposed of the writ petition holding that there should not be any auction of the membership unless the Additional District Judge passed any final order on the application for restoration as well as the application for injunction and ultimately the membership of the petitioner was auctioned on January 29, 1994, and opposite party No. 4 was the auction purchaser. 13. It is highlighted in the present writ petition that the purported auction of membership of the registered stock broker is foreign to the provisions of the statute, i.e., Act No. 15 of 1992 and Act No. 42 of 1956 as also the rules and the regulations framed thereunder. The contention of the petitioner is that neither the articles of association, nor the bye-laws or the regulations framed by opposite party No. 1 stock exchange, permit or envisage such auction of membership, the very auction was without any authority. The suspension and cancellation of the certificate are entirely within the domain of the Board. The impugned action of opposite party No. 1 suspending and cancelling the membership of the petitioner tanta-mounts to cancellation of the certificate of registration granted by the Board permitting him to carry on business in securities and stock exchange. Therefore, the entire procedures followed by opposite party No. 1 in suspending and expelling the petitioner from his membership are illegal and without jurisdiction. Stating all these facts in detail, the petitioner has sought for the reliefs as indicated above. 14. Opposite party No. 1 filed a comprehensive counter-affidavit. Therefore, the entire procedures followed by opposite party No. 1 in suspending and expelling the petitioner from his membership are illegal and without jurisdiction. Stating all these facts in detail, the petitioner has sought for the reliefs as indicated above. 14. Opposite party No. 1 filed a comprehensive counter-affidavit. It is disclosed, inter alia, that opposite party No. 1 association was incorporated under the Companies Act, 1956, in the year 1989-90 and the said association has been recognised by the Central Government in terms of the provisions of the Securities Contracts (Regulation) Act, 1956. The Government of India in order to facilitate smooth functioning of the stock exchanges operating in the country brought the Securities and Exchange Board of India Act, 1992, as well as the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992, into force. The aforesaid regulations came into force with effect from October 23, 1992. Another set of rules, viz., the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Rules, 1992, was also brought into force with effect from August 20, 1992. 15. It is submitted that the condition precedent for a stock broker to be registered with the Securities and Exchange Board of India is that he has to be a member of a stock exchange and has to abide by the rules, regulations and bye-laws of that stock exchange. It is clear that registration of a stock broker is different from that of a member of stock exchange. So far as the membership of the stock exchange is concerned, a stock broker is hound by the rules, regulations and bye-laws of the stock exchange of which he is a member and so far as registration is concerned, the stock broker is bound by the provisions of the Securities and Exchange Board of India Act, 1992. 16. It is pointed out that Chapter VI of the aforesaid Regulations provides for liability for action in case of default as well as suspension/cancellation of registration, etc. Regulation 25 provides that a stock broker who contravenes the rules, regulations, bye-laws of the stock exchange shall be liable to any of the penalties, such as suspension of registration and/or cancellation of registration. 17. Regulation 25 provides that a stock broker who contravenes the rules, regulations, bye-laws of the stock exchange shall be liable to any of the penalties, such as suspension of registration and/or cancellation of registration. 17. It is further submitted that suspension and expulsion of membership of a stock broker are guided by the rules, regulations and bye-laws and before any such orders are passed procedures are to be followed which have been prescribed, So far as the petitioner is concerned, there is no allegation as to violation of any such procedure laid down in the bye-laws, regulations and articles of association of opposite party No. 1. Opposite party No. 1 has denied all the allegations of the petitioner in the manner as stated. In fact, in the earlier writ petition this court granted leave of ten days to the petitioner to move the civil court. Therefore, the membership card of the petitioner was not put to auction and opposite party No. 1 awaited orders of the civil court. Subsequently, the prayer for injunction was disposed of by the civil court both in the trial stage and in the appellate forum. 18. It is stated that the membership card has been auctioned to recover the liability of the petitioner during settlement No. 5 after following the procedure laid down in the bye-laws, regulations and articles of association. In fact, the petitioner was given a notice to show cause as to why his membership would not be put under suspension as he was found defaulter. The petitioner specifically stated that he should not be in a position to pay the amount to clear up the liabilities. Therefore, there was no option left to the stock exchange except suspending the petitioner and expelling him from membership and taking steps for auctioning his membership card for recovery of the liabilities incurred by the petitioner during settlement No. 5 of 1993. Since the stock exchange has the responsibility of regulating the transactions and consequently make payments through the clearing house of the stock exchange, no fault can be found with the stock exchange either for suspending or expelling the petitioner or auctioning the card of the petitioner for recovery of any amount. 19. A separate counter-affidavit has been filed by opposite party No. 3, namely, the Securities and Exchange Board of India (SEBI). 19. A separate counter-affidavit has been filed by opposite party No. 3, namely, the Securities and Exchange Board of India (SEBI). It is submitted by opposite party No. 3 that opposite party No. 1 has the right and power to expel the petitioner in terms of its articles, bye-laws and regulations. It is also submitted that membership of a self-regulatory organisation like stock exchange is different from registration of various intermediaries in securities by the Securities and Exchange Board of India. It is also submitted that on expulsion of membership of the exchange the petitioner has ceased to meet eligibility criteria stipulated for registration of brokers under Rule 4(a) of the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Rules. The petitioner, therefore, is no longer entitled to make use of the certificate of registration granted by the Board/ Securities and Exchange Board of India. All other allegations of the petitioner, so far as the Securities and Exchange Board of India is concerned, are denied. 20. The petitioner has filed a rejoinder affidavit reiterating the points raised in the writ petition and also indicating that the Securities and Exchange Board of India instead of taking appropriate statutory action against an erring member, i.e., a stock broker, who sells the disputed shares/securities to the petitioner and the erring parties of the stock exchange, had deliberately resorted to misinterpretation of the rules and regulations. The details of transaction have been given and it is stated that non-delivery of shares despite demands by the investors amounts to default on the part of the members who sold it. The stock exchange instead of carrying out the direction of the Central Government, illegally squared up the transaction, carried forward the same to the next settlement and imposed a penalty of Rs. 22,17,000 against the petitioner purportedly payable towards D. C. R. margin. 21. It is also recorded that instead of declaring the selling members as defaulters, the authorities of stock exchange in connivance with the member-representative of the Securities and Exchange Board of India declared the petitioner as defaulter and penal actions were initiated against him. The petitioner has challenged the acts and actions of both the Bhu-baneswar Stock Exchange and the Securities and Exchange Board of India authorities. 22. The petitioner has challenged the acts and actions of both the Bhu-baneswar Stock Exchange and the Securities and Exchange Board of India authorities. 22. A separate counter-affidavit has been filed by opposite party No. 4, Megha Finance India Ltd. This opposite party No. 4 is stated to have purchased the membership card of the petitioner in the auction sale. It is stated that in pursuance of an advertisement appearing in the Economic Times dated January 12, 1994, a newspaper circulating in the city of Bombay, opposite party No. 4 came across the public notice announcing auction sale of a membership card of the exchange. Opposite party No. 4 responded to the said auction notice and participated in the auction conducted by opposite party No. 1. Opposite party No, 4 was declared to be the successful bidder and as such purchased the membership card from opposite party No. 1 for a total price of Rs. 17,10,000. It is submitted that opposite party No. 4 was not interested to enter into any controversy between the petitioner and opposite party No. 1 and, therefore, without prejudice to the rights of opposite party No. 1, opposite party No. 4 expressed its readiness to give up the membership purchased by it in auction in favour of the petitioner or opposite party No. 1 whomsoever this court will decide provided opposite party No. 4 receives back the price of Rs. 17,10,000 along with incidental costs and interest/compensation on the amount which it has paid to opposite party No. 1 as consideration for membership. The other allegations have been controverted. 23. Mr. Bijay Ray, learned senior counsel for the petitioner, has mainly argued that the acts done and/or caused to have been done by opposite party No. 1 in suspending and cancelling the membership of the petitioner and thereafter auction-selling the membership card are contrary to and inconsistent with the provisions of law. He has specifically drawn the attention of the court to articles 158, 159 and 167 of the articles of association and bye-laws 315, 347 and 348 which are to be construed as ultra vires. Bhubaneswar Stock Exchange, a company limited by guarantee is incompetent to suspend or expel a member. Every member is entitled to take part in the administration of the company and such right cannot be curtailed except by provisions of the Companies Act. Bhubaneswar Stock Exchange, a company limited by guarantee is incompetent to suspend or expel a member. Every member is entitled to take part in the administration of the company and such right cannot be curtailed except by provisions of the Companies Act. He has developed his argument that the articles of association and bye-laws of the company are subject to the provisions of the Companies Act inasmuch as such provisions cannot override the specific provisions of the Companies Act. Section 29 of the Companies Act is mandatory with regard to application of tables "C" and "D". The proviso to Section 29 excludes provisions inconsistent with the tables. Clauses 14, 15 and 16 confer right which is mandatory and such right is, therefore, not available to be curtailed. Provisions for suspension and expulsion are thus inconsistent with the table and, therefore, void. Attention of the court is drawn to P. C. Aravindhan v. M. A. Kesavan [1973] Tax LR 1844 (Ker). 24. Mr. Ray has also argued that the provision of the proviso to Section 29 does not find incorporated in the corresponding Section 11 of the English Companies Act, 1929. He refers to a decision reported in Gaiman v. National Association for Mental Health [1970] 2 All ER 362. It is stated that those articles also hit the provisions of Indian Contract Act. He has referred to Section 23 of the Contract Act. Mr. Ray has also argued that the statutory provisions override the provisions in articles/bye-laws and render them nugatory and void. Consequently, the impugned suspension, expulsion and auction of membership card are contrary to law. He has referred to the scope of registration of stock exchange and its members. The scheme of the Act provides definition of stock exchange, prescribed qualification of members, periodical returns to Central Government, enquiry on direction of the Central Government and filing periodical returns by stock exchange. He has referred to Section 6(3)(b) regarding Central Government to enquire into affairs of any member, Section 6(4) is as to enquiry on direction of Central Government and Rule 11 comes into play on completion of enquiry and on receipt of report of enquiry the Central Government has to direct for initiation of disciplinary action against any offending member. Rule 16 provides the manner of enquiry. Mr. Rule 16 provides the manner of enquiry. Mr. Ray has laid much emphasis as to the powers of the Central Government and the Securities and Exchange Board of India. He has argued that the penal provisions for suspension and expulsion have been made by way of Section 29 of the Securities and Exchange Board of India Act, 1992. He submits that auction of membership card is beyond the powers of the president of the company as there is no provision for auction of the membership and the auction is contrary to Article 167(b) which confers right to be exercised by the expelled member. 25. Mr. Mohapalra, learned counsel appearing for the Bhubaneswar Stock Exchange, argues that a combined reading of sections 26, 27, 28 and 29 of the Companies Act makes it clear that articles of association of a company not limited by shares shall also be in such, one of the forms of table C, D and E of Schedule I as may be applicable or in a form as near thereto as circumstances admit. Proviso has been added to Section 29 of the Companies Act by 1960 amendment that nothing in the section shall be deemed to prevent a company from including any additional matters in its articles so far as they are not inconsistent with the provisions contained in the form of tables C, D and adopted by the company. In the instant case, according to Mr. Mohapatra, there is no dispute that table "C" applies to the present facts. In Clause 14 of table "C", it is stated that every member shall have one vote but in Clause 16, it is stated that no member shall be entitled to vote at any general meeting unless all the sums payable by him to the company up to date have been paid. About the proceedings of the meeting there is no dispute that the articles of association are not contrary to any of the clauses. Section 181 of the Companies Act provides for restriction on exercise of voting right of members who have not paid calls etc. 26. Mr. About the proceedings of the meeting there is no dispute that the articles of association are not contrary to any of the clauses. Section 181 of the Companies Act provides for restriction on exercise of voting right of members who have not paid calls etc. 26. Mr. Mohapatra adds that the ratio of the decision in P. C. Aravindhan v. M. A. Kesavan [1973] Tax LR 1844 (Ker) of the Kerala High Court, inter alia, is that Section 181 authorises an imposition of restriction on voting rights of members who have defaulted in payment of call money. In the absence of such provisions even a defaulter shareholder has got a right. Thus, the decision says that if there is restriction in terms of Section 181 of the Companies Act in the articles of association, the defaulter shareholders have no right to vote. This case was in respect of a company limited by shares, so the question of payment of call money was in issue. But, in the present case, the company being limited by guarantee, the words "or other sums presently payable by him have not been paid" will apply. The question of call money would not arise in this case. The English decision as cited by Mr. Ray has also been distinguished. Regulation 16 of table "C" makes it explicitly clear that unless all the sums payable up to date by the member of the company have been paid, such member shall not be entitled to vote in any general meeting. 27. Mr. Mohapatra also argues that the 1956 Act was enacted the same year as that of the Companies Act. It was an Act to prevent undesirable transactions in securities and regulation of business dealing therein by prohibiting options and by providing for certain other matters connected therewith. The definitions in sections 2 (c), (f), (g) and (j) are relevant. 27. Mr. Mohapatra also argues that the 1956 Act was enacted the same year as that of the Companies Act. It was an Act to prevent undesirable transactions in securities and regulation of business dealing therein by prohibiting options and by providing for certain other matters connected therewith. The definitions in sections 2 (c), (f), (g) and (j) are relevant. Section 2(g) makes it clear that "rules" with reference to rules relating in general to the constitution and management of a stock exchange, includes, in case of stock exchange which is an incorporated association, its memorandum and articles of association, Section 3 makes it clear that every application for recognition of a stock exchange shall be accompanied by such document and contain such particulars according to rules and shall be accompanied by a copy of bye-laws of the stock exchange for the regulation and control of the contracts and also a copy of rules (memorandum and articles of association) relating in general to the constitution of the stock exchange, and in particular to Clauses (a), (b), (c) and (d) of Sub-section (2) of Section 3. The bye-laws of opposite party No. 1 were found in conformity with the 1956 Act and the rules made thereunder. Section 9 was cited on behalf of opposite party No. 1 to show that a recognised stock exchange may with previous approval of the Central Government make bye-laws for regulation and control of contracts. Reliance was placed on Sub-section (3) of Section 9 to show that the provisions of the 1956 Act have not been infringed by the articles of association or bye-laws of opposite party No. 1. 28. Regarding the 1992 Act, it is submitted that this Act provides for establishment of a Board to protect the interest of the investors in securities, to promote development, to regulate security market and for matters connected therewith or incidental thereto. Provision in the 1992 Act read with rules and regulations made for cancellation of membership of stock brokers by the Securities and Exchange Board of India is an independent provision apart from the recognised stock exchange's own rules, viz., articles of association and bye-laws. 29. The learned lawyer for the Securities Exchange Board of India submits that the Securities Exchange Board of India supports the case of opposite party No. 1 with clear and unequivocal terms. 29. The learned lawyer for the Securities Exchange Board of India submits that the Securities Exchange Board of India supports the case of opposite party No. 1 with clear and unequivocal terms. It is submitted that the registration does not relate and refer to cancellation of membership. The articles of association and the bye-laws of opposite party No. 1 are not contrary to the 1956 Act and a member like the petitioner cannot ask for the relief in the manner as asked for. 30. The learned lawyer for opposite party No. 4 has submitted that opposite party No. 4 is a bona fide purchaser in the auction sale. If the petitioner so desires and if the court so finds, it is ready to forgo its interest provided the entire purchased amount together with incidental costs and the interest are paid to it. 31. Patiently, we have heard the lengthy argument advanced by the learned lawyers of the respective parties. We have diligently considered the pleadings of the parties. We have taken note of their stand, so far as the facts of the case and the points of law are involved. 32. Precisely the petitioner challenges the order of suspension, cancellation of membership and the consequential and incidental action of auction sale of membership. The facts are not disputed. Admittedly, the petitioner is a defaulter. He has been asked to square up the liabilities. The petitioner has conceded that he is not in a position to make payment and to clear up the liabilities. Being a member, the petitioner is bound by the articles of association and the bye-laws. The petitioner is otherwise entitled to challenge that either suspension or cancellation is not permitted in terms of articles of association and the bye-laws. In the case at hand, the articles of association and the bye-laws very much sustained the cancellation of membership of defaulting member. In this regard, the petitioner takes pains to challenge the vires of the relevant articles and the memorandum of articles of association as well as the bye-laws of opposite party No. 1, stock exchange and certain regulations of the Securities Exchange Board of India. We have noted the argument of Mr. Ray, as to how the articles of association and the bye-laws offend the Companies Act. We have noted the argument of Mr. Mohapatra in this regard as indicated above. 33. We have noted the argument of Mr. Ray, as to how the articles of association and the bye-laws offend the Companies Act. We have noted the argument of Mr. Mohapatra in this regard as indicated above. 33. By reading the offending articles as challenged by the petitioner and the relevant bye-laws as indicated above, we do not find that those infringe the provisions of the Companies Act or the 1992 Act as claimed. If there are two distinctive rights there is the right of a member to vote and right of a member to retain his membership. The right to vote may be curtailed or restricted on certain grounds or the voting right cannot be curtailed if the right so (sic). But retention of membership is certainly dependent upon compliance with certain eligibility criteria. If the articles of association envisage that in case of default, the defaulting member will lose the membership, the same cannot be contrary to and inconsistent with the provisions of the Companies Act. It is very much clear in the 1992 Act as to the securities to investors, regulations and registration of stock brokers or sub-brokers. Such regulation by registration is dependent upon the continuity of membership with the respective stock exchange. If a membership of the stock exchange ceases, the registration with the Securities and Exchange Board of India cannot save from the ultimate consequences, It is well explained in the counter-affidavit of opposite party No. 3 that the articles of association and the bye-laws which have been framed as per the statutory provisions do not offend any specific provisions of the Companies Act vis-a-vis the 1992 Act. We find sufficient force in the submission made on behalf of opposite party No. 1 and opposite party No. 3 in interpreting the Companies Act and the 1992 Act in order to appreciate the articles of association and the relevant bye-laws challenged before us on behalf of the petitioner. 34. Regarding the facts of the case, we find that the petitioner is not entitled to any equitable relief. The petitioner previously came to the writ court challenging the suspension and cancellation. As per direction of this court the petitioner had moved the civil court by filing a civil suit. The civil suit is now pending. 34. Regarding the facts of the case, we find that the petitioner is not entitled to any equitable relief. The petitioner previously came to the writ court challenging the suspension and cancellation. As per direction of this court the petitioner had moved the civil court by filing a civil suit. The civil suit is now pending. Although it is said that the constitutional points cannot be gone into in the civil proceedings, the petitioner can very well file a subsequent writ petition but the facts remain the same as to whether under changed circumstances the writ court will be inclined to interfere and grant reliefs. 35. Having considered the constitutional questions raised before us as to the vires of the articles of association and relevant bye-laws and the Securities and Exchange Board of India Regulations, we hold that those constitutional points have no merit and the petitioner has taken a chance to circumvent adjudication by the civil court re-visiting the writ court without any justifiable reason. 36. Upon reading the provisions of the Companies Act and the Securities and Exchange Board of India Regulations and looking at the ratio of the decisions cited at the Bar, we have no hesitation to hold that the chal-lenges as made by the petitioner are misconceived. 37. Opposite party No. 4 has also made a bona fide offer. The petitioner could have avoided the auction making payment of the admitted default dues. Admitted dues could have been asked for redemption by setting aside the auction. The petitioner has not preferred to do the same and rather he has refused to make payment. Under such facts and circumstances, we find that opposite party No. 1 has taken cool steps giving a notice to the petitioner to show cause regarding the default he committed. By complying with the principles of natural justice, it has caused suspension and cancellation of membership of the petitioner and the step taken as to auction sale of the membership is not prohibited by any of the provisions as relied upon. For the foregoing reasons, we do not find any merit in the writ petition. We dismiss the same accordingly. There would be no order as to costs. Final Result : Dismissed