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2009 DIGILAW 218 (KAR)

Airport Authority Employees Union, Represented by its Unit Representative Mr. v. Union of India, Ministry of Corporate Affairs

2009-03-19

P.D.DINAKARAN, V.G.SABHAHIT

body2009
Judgment :- P.D. Dinakaran, C.J. The petitioner which is a registered trade union representing majority of employees of Airport Authorities of India in the above public interest litigation complaining that the new Bangalore International Airport Limited have not utilized the land for the purpose for which it was acquired and allotted and the statement made in Writ Petition No.2253/2008 that they have spent Rs.270 Crores towards incidental expenses is false and fraudulent, which writ petition is pending before the Court, seeks the following reliefs: a) Issue a writ of mandamus directing the 1st respondent to conduct an investigation into the affairs of the 3rd respondent company by the 2nd respondent Serious Fraud Investigation Office, ministry of Corporate Affairs, into the affairs of the Company, including the investments made, expenses claimed to have been incurred and project costs and other contracts, and submit a final report before this Hon’ble Court. b) Issue a writ of mandamus directing the 1st respondent to acquire the stakes of the private partners in the 3rd respondent-company. C) Appoint independent directors on the board of the company. 2.1. Admittedly, the petitioner is neither a contributory, creditor or shareholder or any other person interested in the business of the new Bangalore International Airport Limited, who are entitled to approach the Registrar of Companies under Section 234 of the Indian Companies Act. 2.2. It is settled law that a stranger has no right to invoke Section 234 of the Companies Act and set the same on motion to investigate into the alleged fraud or unlawful activities of the Company, namely the Bangalore International Airport Limited. The report on the affairs of the Company which the Registrar is required to make to the Central Government under Sub-sections (6) and (7) of Section 234 of the Indian Companies Act would be of value only if it is based on factual appreciation of the position disclosed in the books of accounts etc. of the Company concerned. If the grievance falls outside the scope of Sub-sections (6) and (7) of Section 234 of the Act, the Registrar is also under obligation to send the report to the Central Government based on which, the 2nd respondent may investigate into the matter. 2.3. of the Company concerned. If the grievance falls outside the scope of Sub-sections (6) and (7) of Section 234 of the Act, the Registrar is also under obligation to send the report to the Central Government based on which, the 2nd respondent may investigate into the matter. 2.3. The argument advanced here is that the petitioner-Union, which is not concerned with the Company in question, seeks investigation into the affairs of the company as to the alleged fraudulent and unlawful management or misfeasance by the Directors. 2.4. The learned counsel for the petitioner neither satisfied us as to the right of the petitioner in law or an obligation of the respondents to perform their duties which they ought to perform as alleged for the purpose of seeking the reliefs as prayed for. Therefore, we are of the considered opinion that it is impermissible in law to entertain the above writ petition. 2.5. Even though the learned counsel for the petitioner claims under common law, the petitioner is not entitled to approach this Court as no-where in the affidavit filed, the petitioner has made any complaint against the authorities alleging that public funds have been fraudulently and unlawfully used. The only pleading placed before us is that the Company in question has filed an affidavit before this Court in Writ Petition No.2253/2008 that they have spent a sum of Rs.270 Crores towards incidental expenses which is not correct as per the statement made before the statutory authorities and thus the company in question has misplayed and committed fraud. 2.6. If that be so, the option open for the petitioner is to work out their rights in the manner known to law but not to resort in filling a public interest litigation seeking mandamus as prayed for. 2.6. If that be so, the option open for the petitioner is to work out their rights in the manner known to law but not to resort in filling a public interest litigation seeking mandamus as prayed for. Merely on account of a pleading that the statement made by the Company in question before this Court in Writ petition No.2253/2008 is not supported with their statement filed before the statutory authorities, it may not be proper and permissible for this Court to violate the rules of practice and when the Legislature has specifically prescribed the rules of practice under the Companies Act safeguarding the properties of the Companies, either private or public sector, it may not be permissible for this Court to usurp such jurisdiction which are conferred under the authorities prescribed under the Indian Companies Act, which should have been done only in the manner in which it is prescribed otherwise, it will amount to serious error in exercising the power of judicial review conferred on this Court under Articles 226 and 227 of Constitution of India. Finding no reason to interfere with the writ petition, the same is dismissed with a cost of Rs.5,000/.