B. C. PATEL, J. ( 1 ) THE petitioners through these petitions styled as public interest petitions are seeking to challenge the pricing of the preferential shares for purchase by the foreign companies in pursuance to the relaxed norms permitting such preferential shares to be so offered. The question essentially raised before the court is that the determination of the share price was not in accordance with the policy of the Reserve Bank of India (for short rbi ) or securities and Exchange Board of India ( for short sebi ) or the guidelines under the provisions contained in Capital Issues Control act, 1947 (for short cic Act) (which has been repealed w. e. f. 29th May, 1992 ). In wp (C) No. 2094/1996 the solitary petitioner is a shareholder of a company known as castrol India Limited, respondent No. 3 herein. This company by letter dated 27th July, 1993, a copy of which produced on record as annexure c at page 19, approached the ministry of Industries, Govt. of India and made an application for foreign investment. In view of the new Industrial Policy for bringing foreign exchange, a decision was taken by the company that Castrol Limited, U. K. , be offered additional equity of 35,37,862 equity shares of Rs. 10/- each with a view to enable them to increase their stake in the company from 40% to 51%. The terms and conditions of the offer were also indicated in the letter which are as under : " (1)THE above mnentioned 35,37,862 equity Shares of Rs. 10/- each will be offered at a premium of Rs. 100/- each; (2)The consideration of Rs. 11/- per share shall be payable in full on acceptance; (3)The said Equity Shares shall not be transferable for a period of 7 (seven) years from the date of allotment thereof; (4)The total consideration for the said shares will be Rs. 38,91,62,820/- (approximately 8. 3 Million Pound sterling)". ( 2 ) IT is in view of this offer, the application was made to the Government of India. Ultimately after the correspondence with authorities, a decision was taken to permit the Castrol India Limited, (respondent No. 3 herein) to issue fully paid additional equity shares of Rs. 10/- each at a premium of rs. 3 Million Pound sterling)". ( 2 ) IT is in view of this offer, the application was made to the Government of India. Ultimately after the correspondence with authorities, a decision was taken to permit the Castrol India Limited, (respondent No. 3 herein) to issue fully paid additional equity shares of Rs. 10/- each at a premium of rs. 100/- per share to foreign collaborator M/ s Castrol Limited, U. K. A copy of letter issued to respondent No. 3 dated 30th September, 1993 is placed on record at page 40. It appears that the permission was granted under Section 19 (l) (d) of the Foreign exchange Regulation Act, 1973 (for short fera ). It is also required to be noted that as per the provisions contained in the Companies act, 1956 (for short the said Act ), the procedure was also required to be followed as contemplated in Section 81 (1) (A) of the said act and a special resolution to that effect was passed by the company in a general meeting. ( 3 ) SO far as petitioner in WP (C) 4662/1996 is concerned, the petitioner approached this court raising various contentions but confined himself with regard to the fixation of the share price. Therefore, we are not required to refer to various prayers. ( 4 ) SO far as third petition in WP (C) 4679/ 1996 is concerned, the petition is general in nature and petition does not refer to any specific incident. Suffice it to say that the petition is concerned with the same subject. ( 5 ) IT may be noted here that under the provisions contained in CIC Act, parties were required to follow the procedure for fixation of price etc. , however, the same having been repealed with effect from 29th May, 1992, there was no question of following the policy laid down under that Act. However, it is required to be noted that the appropriate authority issued guidelines in this behalf. The guidelines issued on 27. 01. 1991 are produced as Annexure 1 at page 28. Thereafter again guidelines were issued on 11. 06. 1992. The same are placed on record as Annexure 2 at page 31. However, it is required to be noted that the appropriate authority issued guidelines in this behalf. The guidelines issued on 27. 01. 1991 are produced as Annexure 1 at page 28. Thereafter again guidelines were issued on 11. 06. 1992. The same are placed on record as Annexure 2 at page 31. It is very clear from the guidelines that violators of the guidelines under the power granted to it by the SEBI Act can be punished in accordance with law and there is no dispute that if there is violation, violators can be prosecuted in accordance with Section 24 of the SEBI Act. Our attention was invited to guidelines issued thereafter which is dated 29th June, 1992. We re-produce clauses I and II of Clause (A) to para 5 of the sajd guidelines which is at page 41. "the following categories of companies will receive automatic approval from the reserve bank of India for raising foreign equity upto 51%. (i) Companies wishing to raise foreign equity as part of an expansion programme. An existing company wishing to raise foreign equity upto 51% may do so as part of an expansion programme. The increase in equity level must result from expansion of the equity base of high existing company and the money to be remitted should be in foreign exchange. The Company in itseif need not be exclusively engaged in activities listed in Annex. III. Only the proposed expansion must be predominantly in the high priority industries shown in Annex. III. (ii) Companies wishing to raise foreign equity upto 51% without an expansion programme. An existing company predominantly engaged in high priority industries limited, Annex. III can also raise foreign equity upto 51% without an expansion programme. The increase in equity level must result from expansion of the equity base of the existing company. The foreign equity must be from remittance of foreign exchange". ( 6 ) THE petitions relate to the high priority sector as well as other than high priority sector. According to the guidelines on receipt of RBI s approval, the company was required to pass a special resolution under Section 81 (1) (A) of the said Act, proposing preferential allocation of the required volume of equity to the foreign investor. There is a press note at annexure 6 at page 59 dated 3rd June, 1994. According to the guidelines on receipt of RBI s approval, the company was required to pass a special resolution under Section 81 (1) (A) of the said Act, proposing preferential allocation of the required volume of equity to the foreign investor. There is a press note at annexure 6 at page 59 dated 3rd June, 1994. Relying on this, learned counsel for the petitioner submitted that these revised guidelines for raising equity and for determining issue price of preferential shares should have been followed. Our attention was. invited to clause c to indicate the manner in which the valuation was required to be determined. From reading the some, it appears that a tendency was indicated about issuance of under price shares to the companies, as a result of which there was lesser realisation of foreign exchange. However, it is required to be noted that the same policy would be applicable from the date of publication of the guidelines and not before that. It is not the say of Union of India that this press note or the guidelines were made operative prior to the date of issuance or had retrospective effect so as to affect the transactions which have been already performed. In business, parties are governed by the provisions applicable on the date of transaction and it cannot be said that the policies were required to be made operative despite the fact that they were not in existence on the date when the transaction took place. Suffice it to say that it is not the case of the union of India that this policy was required to be made applicable to the transaction which took place in the instant case. ( 7 ) THEREFORE, the question before the Court is whether the valuation by the shareholder is to be accepted or not and whether the SEBI/ rbi has performed its role or not. ( 8 ) SO far as the Castrol India Limited is concerned, at page 42 it is pointed as to how the value was determined. The two methods of computing employed were the net asset value method and profit earning capacity method and mesne of the two has been taken out at Rs. 110/ -. The calculations are in detail. Therefore, it is difficult to say that the decision taken by the shareholder is bad in law. The two methods of computing employed were the net asset value method and profit earning capacity method and mesne of the two has been taken out at Rs. 110/ -. The calculations are in detail. Therefore, it is difficult to say that the decision taken by the shareholder is bad in law. It is the shareholders who are required to take decision in the best interest of the company and the decision has been so taken and that too by a special resolution which is required to be passed by a majority of shareholders to the extent of 75%. The court does not have to sit as an appellate authority over such economic decisions taken by the requisite number shareholders of a imited company and it cannot be said that the decision is unwise merely because it is not convenient to a one person or a very small percentage of shareholders. The main contention is that the market value of the share ought to have been taken into consideration. The RBI has taken into consideration the price determined by the majority of the shareholders and has approved the same. In view of this background the Court has to proceed further in the matter. ( 9 ) SECTION 397 of the said Act gives right to move the appropriate authority in case of oppression. Any member of the company who complains that affairs of the company are being conducted in a manner prejudicial to the public interest or in a manner oppressive to any member or members, may apply to the authority for an order under this provision. Therefor, the remedy to a shareholder is provided under the said Act. No doubt Section 399 of the said Act prescribes the minimum percentage of shareholders to seek redressal before the said authority exercises the power. It appears that legislature in its wisdom has made a provision in Section 399. Since if this provision would not have been there, then individual shareholders can approach the court to defeat the decision taken by majority of the shareholders and to put the company in difficulty. To obviate that situation the legislature has provided minimum number of members who can approach the Court for the grievance. It is also open to a shareholder to file a civil suit. Therefore, the remedy is available to the individual to approach the appropriate forum. To obviate that situation the legislature has provided minimum number of members who can approach the Court for the grievance. It is also open to a shareholder to file a civil suit. Therefore, the remedy is available to the individual to approach the appropriate forum. ( 10 ) SO far as this Court is concerned, it has to see whether the respondents have acted in accordance with the policy existing at the relevant time or not. It is not for this Court to sit as an appellate court and to reverse the decision taken by the appropriate authority. The previous policy and the subsequent policy would not be relevant to decide the matter. The policy applicable at the relevant time is the only policy to be taken in to consideration. Some shareholders might have been benefited but that is no ground to interfere. If a different policy prevalent at a different time is to apply, it is possible that the shareholders or the foreign investors may have taken a different decision. The business decision is taken by the parties keeping in mind the policy applicable at the relevant stage of time. Even if the then existing policy was creating a favourable situation for the foreign investors, the subsequent policy decision modifying the earlier policy decision cannot be made applicable retrospectively. The most important fact is that it is not even the contention of the Government that the new policy should apply retrospectively. ( 11 ) IT was also contended before this Court that there was breach of Section 19 (1) of the fera. The relevant provision reads as under "19. Regulation of export and transfer of securities - (1) Notwithstanding anything contained in Section 81 of the Companies Act, 1956 (1 of 1956), no person shall except with the general or special permission of the Reserve bank, - (a)XXX (b) transfer any security, or create or transfer any interest in a security, to or in favour of a person resident outside india;" ( 12 ) IT is contended before the Court that on 29th September, 1993 when Castrol Limited, u. K. was allotted shares, there was no valid rbi sanction and therefore the allotment on 29th September, 1993 was bad in law in terms of Section 19 (l) (b) of the FERA. In view of this, it is submitted that the clock must be put back to 29th September, 1993 as the allotment was contrary to the provision. ( 13 ) IT was pointed out by the respondents that there was prior approval by the Reserve bank of India. Our attention was invited to a letter dated 17th September, 1993 issued by the Reserve Bank of India to respondent no. 3 M/s Castrol India Limited. From the letter, it is very clear that permission was granted in principle for the issuance of shares with a restriction that no shares shall be issued until final approval is obtained by submitting original Foreign Inward Remittance Certificate on the security paper evidencing the receipt of consideration for the shares, duly signed by an officer of the bank. In any case there was allotment of shares and not issuance of shares and the issuance of shares is transfer of shares. ( 14 ) ON a query being posed, learned counsel for the petitioner concedes that there are no averments made in the writ petition to this effect but seeks to contend that these are legal submissions which can always be considered by the Court even in the absence of pleadings and grounds. In our opinion, in the absence of pleadings, such a contention cannot be raised. That apart in the present case the approval was granted in principle on 17th September, 1993 and the final permission granted on 30. 09. 1993 has to be read in conjunction with the earlier approval in principle granted on 17. 09. 1993. The mere allotment of shares on 29. 09. 1993 cannot thus be said to be in contravention of the provisions of the aforesaid Act. The matter in question is one pertaining to purely economic issue and the implementation of the economic policy of the Government. It has to be kept in mind that the policy is formulated keeping in mind various parameters and in matters of economic policy the Court has to be slow in interfering as the Government is the best judge of such a policy. At the relevant time policies were amended from time to time to deal with the issue of shortage of foreign exchange and to encourage investment in the country. The Supreme Court in Balco employees Union (Regd) Vs. At the relevant time policies were amended from time to time to deal with the issue of shortage of foreign exchange and to encourage investment in the country. The Supreme Court in Balco employees Union (Regd) Vs. Union of india and Others, (2002) 2 SCC 333 , while dealing with this issue observed as under : "92. In a democracy, it is the prerogative of each elected Government to follow its own policy. Often a change in government may result in the shift in focus or change in economic policies. Any such change may result in adversely affecting some vested interests. Unless any illegality is committed in the execution of the policy or the same is contrary to law or mala fide, a decision bring about change cannot per se be interfered with by the court:. 93. Wisdom and advisability of economic policies are ordinarily not amenable to judicial review unless it can be demonstrated that the policy is contrary to any statutory provision or the constitution. In other words, it is not. for the courts to consider relative merits of different economic policies and consider whether a wiser or better one can be evolved. For testing the correctness of a policy, the appropriate forum is Parliament and not the courts. Here the policy was tested and the motion defeated in the Lok Sabha on 1-3-2001. . 97judicial interference by way of PIL is available if there is injury to public because of dereliction of constitutional or statutory obligations on the part of the Government. Here it is not so and in the sphere of economic policy or reform the court is not the appropriate forum. Every matter of public interest or curiosity cannot be the subject- matter of PIL. Courts are not intended to and nor should they conduct the administration of the country. Courts will interfere only if there is a clear violation of constitutional or statutory provisions or non-compliance by the state with is constitutional or statutory duties. None of these contingencies arise in this present case. 98. In the case of a policy decision on economic matters, the courts should be very circumspect in conducting any enquiry or investigation and must be most reluctant to impugn the judgment of the experts who may have arrived at a conclusion unless the court is satisfied that there is illegality in the decision"itself. 98. In the case of a policy decision on economic matters, the courts should be very circumspect in conducting any enquiry or investigation and must be most reluctant to impugn the judgment of the experts who may have arrived at a conclusion unless the court is satisfied that there is illegality in the decision"itself. ( 15 ) THE scope and ambit for exercise of jurisdiction on the public interest litigation has been repeatedly highlighted by the Supreme court and in Balco employees Union (Regd) Vs. Union of India and Others, case (supra), paras 80, 88 and 89 are reproduced hereunder : "80. PIL is not a pill or a panacea for all wrongs. It was essentially meant to protect basic human rights of the weak and the disad antaged and was a procedure which was innovated where a public-spirited person files a petition in effect on behalf of such persons who on account of poverty, helplessness or economic and social disabilities could not approach the court for relief. There have been, in recent times, increasingly instances of abuse of PIL. Therefore, there is a need to re-emphasize the parameters within which PIL can be resorted to by a petitioner and entertained by the court. This aspect has come up for consideration before this Court and all we need to do is to recapitulate and re-emphasize the same. " "88. It will be seen that whenever the court has interfered and given directions while entertaining PIL it has mainly been where there has been an element of violation of Article 21 or of human rights or where the litigation has been initiated for the benefit of the poor and the underprivileged who are unable to come to court due to some disadvantage. In those cases also it is the legal rights which are secured by the courts. We may, however, add that public interest litigation was not meant to be a weapon to challenge the financial or economic decisions which are taken by the government in exercise of their administrative power. No doubt a person personally aggrieved by any such decision, which he regards as illegal, can impugn the same in a court of law, but, a public interest litigation at the behest of a stranger ought not to be entertained. No doubt a person personally aggrieved by any such decision, which he regards as illegal, can impugn the same in a court of law, but, a public interest litigation at the behest of a stranger ought not to be entertained. Such a litigation cannot per se be on behalf of the poor and the downtrodden, unless the court is satisfied that there has been violation of Article 21 and the person adversely affected are unable to approach the court. 89. The decision to disinvest and the implementation thereof is purely an administrative decision relating to the economic policy of the State and challenge to the same at the instance of a busybody cannot fall within the parameters of public interest litigation. " ( 16 ) THE Court has also examined other cases in paras 81, 82, 83, 84, 86 and 87. In view of the law laid down by the Apex Court, we are of the opinion that these are the cases where the High Court should not entertain petitions by way of PIL more particularly when remedies are available under the companies Act or a party can approach the Civil Court. ( 17 ) ON behalf of the respondents, our attention was invited to the decision in hindustan Lever Employees Union Vs. Hindustan lever Limited and others, AIR 1995 SC 470 . With regard to the merger the court examined the matter in detail and in para 3 it was observed as under : " But since admittedly more than 95% of the shareholders who are the best judge of their interest and are better conversant with market trend agreed to the valuation determined it could not be interfered by Courts as, certainly, it is not part of the judicial process to examine entrepreneurial activities to ferret out flaws. The Court is least equipped for such oversights. Nor, indeed, is it a function of the Judges in our constitutional scheme. We do not think that the internal management, business activity or institutional operation of public bodies can be subjected to inspection by the Court. To do so, is incompetent and improper and, therefore, out of bounds. Nevertheless, the broad parameters of fairness in administration, bona fides in action and the fundamental rules of reasonable management of public business, if breached will become justiciable. fertiliser Corporation Kamgar Union (Regd.), Sindri Vs. To do so, is incompetent and improper and, therefore, out of bounds. Nevertheless, the broad parameters of fairness in administration, bona fides in action and the fundamental rules of reasonable management of public business, if breached will become justiciable. fertiliser Corporation Kamgar Union (Regd.), Sindri Vs. Union of India, (1981) 2 SCR 52 : ( AIR 1981 SC 344 ). (See Buckley on Companies Act, 14th ed. Pp. 473 and 474 and Palmer on Company law, 23rd Ed. Para 79. 16 ). " ( 18 ) LEARNED counsel for the petitioner has strongly relied upon paras 13, 50 and 51 of the judgment which reads as under : "13. Transfer of share to a foreign company on under valuation is of course a matter of concern. It is true that the transfer of shares by one company to another company is primarily to be determined by the shareholders and, therefore, if the 99% are of the view that the valuation of the shares was reasonable and fair then the Court should be slow to interfere with it. But what is necessary to be emphasised is that a shareholder may not be interested in the ultimate effect of allotting shares to a multi-national on a low price valuation, but the Court certainly is. For instance, if the value of the share which has been determined at Rs. 105/- for allotment to HLL is hypothetically determined, say at rs. 210/-, then the result would be that the UL will have to pay more in lieu of getting the shares and that could definitely bring more foreign exchange to the national stream. It is just one illustration to demonstrate that how low pricing of the valuation of the share effects the public interest. That the valuation was low-priced was found even by the High Court. Therefore, it is not open to the respondents to argue that the valuation of Rs. 105/- having been accepted by majority of almost all the shareholders, no public interest is involved in it. No further need be said as allotment of shares to UL at Rs. 105/- is not approved by the Reser/e Bank of india. It has been challenged before the High Court and is pending adjudication. 50. lt was contended by Mr. Dholakia that a foreign company was being given a large interest in the assets of TOMCO at a gross undervalue. 105/- is not approved by the Reser/e Bank of india. It has been challenged before the High Court and is pending adjudication. 50. lt was contended by Mr. Dholakia that a foreign company was being given a large interest in the assets of TOMCO at a gross undervalue. We are unable to uphold this argument. The shareholder has no interest in the assets of the company while the company is in existence. It is only at the stage of liquidation of the company that the shareholders become interested in the assets of the company. The share of any member in a company is movable property and transferable in the manner provided by the Articles of the Company. This is provided by S. 82 of the companies Act. The definition of goods in the Sale of Goods Act, 1930 specifically includes stocks and shares. A share represents a bundle of rights which includes, inter alia, the rights (i) to elect directors; (ii) to vote on resolutions at meetings of the company; (iii) to enjoy the profits of the company, if and when dividend is declared and distributed; and (iv) to share in the surplus, if any, on liquidation. In the case of Bacha F. Guzdar Vs. CI. T. , air 1955 SC 74 , the position of a shareholder was explained thus" (at p. 77; at para 7) :- "there is nothing in the Indian law to warrant the assumption that a shareholder who buys shares, buys any interest in the property of the company which is juristic person entirely distinct from the shareholders. The true position of a shareholder is that on buying shares he becomes entitled to participate in the profits of the company in which he holds the shares, if and when the company declares, subject to the Article of Association, that the profits or any portion thereof should be distributed by way of dividends among the shareholders. He has undoubtedly a further right to participate in the assets of the company which would be left over after winding up. " "51. In any event, whether Unilever was paying the proper price for the shares or not, is a question which is now before the Bombay High Court in a separate proceeding (Hindustan Lever ltd. Vs. Reserve Bank of India, Writ petition No. 1666 of 1994 ). " "51. In any event, whether Unilever was paying the proper price for the shares or not, is a question which is now before the Bombay High Court in a separate proceeding (Hindustan Lever ltd. Vs. Reserve Bank of India, Writ petition No. 1666 of 1994 ). " ( 19 ) IT is in view of the aforesaid observation in para 13, it is submitted that the matter is of public interest and there has been loss of foreign exchange of huge amount, therefore the Court must entertain this petition. Learned counsel for the petitioner fairly submitted that he is not personally interested in the matter and he has drawn the attention of the Court about the method adopted by the industries or the companies in making the nation poor by allotting shares at a very meagre amount. ( 20 ) IN examining the legality and validity of the decision of the Government in such petitions what is to be considered first is whether the respondents have acted in accordance with law or not. If the action is in accordance with law then merely because the petitioners are of the opinion that the same has caused loss of foreign exchange which has resulted in subsequent change of policy cannot be a reason to interfere and affect rights of third party which were created on the basis of the then existing policy. The appropriate authority being RBI/sebi and the government of India having taken a decision in accordance with the policy applicable on that date and having examined the case within parameters of that policy, it would not be wise for this Court to sit as an appellate court in a public interest litigation. It is required to be noted that as pointed out in para 13 of the decision in the case of Hindustan Lever employees Union (Supra) there was no approval by the Reserve Bank of India. While in the instant case, we find that there is approval and, therefore, it is incorrect to say that in view of the aforesaid decision, this court should interfere with the decision taken by the respondents. ( 21 ) OUR attention was drawn to the decision of the Apex Court in Bhavesh D. Parish and Others. Vs. Union of India and another, (2000) 5 SCC 471 , para 23 at page 484 reads as under : "23. ( 21 ) OUR attention was drawn to the decision of the Apex Court in Bhavesh D. Parish and Others. Vs. Union of India and another, (2000) 5 SCC 471 , para 23 at page 484 reads as under : "23. It was further submitted that the amendments were introduced after taking into account the recommendations of successive committees, appointed by the Bank and the Government of India, which had studied the functioning of these bodies. The question of restricting such financial activity by unincorporated bodies, is a question of economic policy as it involves regulation of economic activities by different constituents. In such matters of economic policy, this hon ble Court does not interfere with the decision of the expert bodies which have examined the matter". The following observations of this Hon ble court made in R. K. Garg Vs. Union of india, 5 (1981) 4 SCC 675 : 1982 SCC (Tax) 30, at p. 969 are appropriate : (SCC pp. 690-91, para 8) "8. Another rule of equal importance is that laws relating to economic activities should be viewed with greater latitude than laws touching civil rights such as freedom of speech,religion etc. It has been said by no less a person that holmes, 1, that the legislature should be allowed some play in the joints, because it has to deal with complex problems which do not admit of solution through any doctrinaire or straitjacket formula and this particularly true in case of legislation dealing with economic matters, where, having regard to the nature of the problems required to be dealt with, greater play in the joints has to be allowed to the legislature. The court should feel more inclined to give judicial deference to legislative judgment in the field of economic regulation than in other areas where fundamental human rights are involved". Nowhere has this admonition been more felicitously expressed than in Morey v. Doud, 6 353 US 457 : 1 L Ed 2d 1485, where Frankfurther, J. , said in his inimitable style: in the utilities, tax and economic regulation cases, there are good reasons for judicial self-restraint if not judicial deferene to legislative judgment. The legislature after all has the affirmative responsibility. The courts have only the power to destroy, not to reconstruct. The legislature after all has the affirmative responsibility. The courts have only the power to destroy, not to reconstruct. When these are added to the complexity of economic regulation, the uncertainty, the liability to error, the bewildering conflict of the experts, and the number of times the Judges have been overruled by events - self- limitation can be seen to be the path to judicial wisdom and institutional prestige and stability. the Court must always remember that legislation is directed to practical problems,m that the economic mechanism is highly sensitive and complex, that many problems are singular and contingent, that laws are not abstract propositions and do not relate to abstract units and are not to be measured by abstract symmetry ; that exact wisdom and nice adaptation of remedy are not always possible and that judgment is largely a prophecy based on meagre and uninterpreted experience . Every legislation particularly in economic matters is essential empiric and it is based on experimentation or what one may call trial and error method and therefore it cannot provide for all possible situations or anticipate all possible abuses. There may be crudities and inequities in complicated experimental economic legislation but on that account alone it cannot be struck down as invalid. At p. 988 it is further held : (SCC p. 706, para 19) "that would depend upon diverse fiscal and economic considerations based on practical necessity and administrative expediency and would also involve a certain amount of experimentation on which the Court would be least fitted to pronounce. The Court would not have the necessary competence and expertise to adjudicate upon such an economic issue. The Court cannot possibly assess or evaluate what would be the impact of a particular immunity or exemption and whether it would serve the purpose in view or not. " ( 22 ) LT was also pointed out by the respondents that in a matter like this, there cannot be two views on decision taken by the appropriate authority when majority shareholders have taken a decision under the provisions contained in the Act and which is duly approved by the competent authority. In the opinion of the Court the decision cannot be faulted in one case. There is no shareholder in the other case while in third case there is a shareholder. In the opinion of the Court the decision cannot be faulted in one case. There is no shareholder in the other case while in third case there is a shareholder. ( 23 ) WE fail to appreciate how a general petition can be maintained where the grievance is not even made by a shareholder. In the two cases where the grievance is made by the shareholder, the remedy is available under other laws i. e. petition under the said Act or the civil suit. It may be noted that in the third petition though various grievances were set out in the petition yet at the stage of ubmissions, the grievance was confined to only aforesaid issue of pricing of the preferential shares. ( 24 ) TAKING all the facts and circumstances, we are of the considered view that no case is made out to exercise jurisdiction in favour of the petitioners. The writ petitions are consequently dismissed leaving the parties to bear their own costs. ( 25 ) AT this stage, learned counsel for the petitioner in WP (C) 2094/1996 requests the court to issue a certificate for appeal to the supreme Court. For the reasons recorded above, we are of the view that this is not a fit ca se for such a certificate. .