JUDGMENT : 1. The petitioner, who is the General Manager (Marketing) of Handicrafts Development Corporation of Kerala Ltd. (hereinafter referred to as “the Corporation” for short), has filed this writ petition challenging Ext.P5 order and Ext.P6 memo of charge mainly on the ground that the 2nd respondent, the Managing Director, who is personally impleaded as the 3 rd respondent, does not have the jurisdiction to issue such orders. Allegations of malafides are also raised against the 3rd respondent. 2. As per the order Ext.P5 issued on 20.4.2017, the petitioner was posted as the Head of Export Division, relieving him from the responsibilities of Domestic Marketing and Commercial Department. He is thereby deputed to Mumbai temporarily, for a period of three months, to locate potential foreign buyers and establish effective linkages with major export houses in Mumbai. Paragraph 1 of Ext.P5 reads as follows: “1. Sri. S.M. Arif General Manager (Marketing) is posted as the head of Export division, and he is relieved from the present responsibilities of Domestic Marketing and commercial department. As part of setting up a full fledged Export division, in the initial phase special efforts are required to locate international buyers and establish linkages with major export houses so that a definite action plan based on the data base generated could be formulated. As Mumbai is the major hub for handicrafts exports in the country he is deputed to Mumbai temporarily for a period of three months to locate potential foreign buyers and establish effective linkages with major export houses in Mumbai. His office will be temporarily attached to the Mumbai unit of the Corporation (Kairali Mumbai) during the period of special assignment and will report to the Managing director. In the initial phase for collection of data and formulation of action plan, he will be assisted by Sri. Valsalan, Manager Gr.II who will be located in New Delhi. Based on the date General Manager (Marketing) shall formulate a definite action containing details of potential Export markets and foreign buyers, link with export houses and modalities of operations, for setting up of a full fledged export division and submit the same to the Managing Director, within a period of three months. He will report to the Managing Director and shall submit a progress report fortnightly on the activities”. 3. He will report to the Managing Director and shall submit a progress report fortnightly on the activities”. 3. Ext.P5 order is stated to have been issued on the basis of resolution No.98 of 278th meeting of the Board of Directors held on 14.3.2017. In Ext.P5, it is stated that the Board of Directors discussed about the sales performance of the Corporation and found that there was no visible improvement in the turn over for the past several years and a thorough restructuring of the present market system was necessary with specific need to focus on exports, institutional marketing, souvenir marketing etc; the Board considered the fact that the post of Marketing Manager which was later re-designated as General Manager was sanctioned by Government specifically for the promotion of export business and found that there is enormous hope for improvement in the markets of handicrafts. Therefore it was found necessary to restructure the marketing set up, to assign separate teams for export, domestic marketing, institution marketing, exhibitions etc. with specific targets for better focus and efficiency. Considering the importance to be given for development of exports, it was decided to form a separate export division and to assign the responsibility of export development with the senior most officers in marketing Department-General Manager and Senior Manager. It was also found necessary to locate international buyers working in liaison with major export houses based in Mumbai and New Delhi from where major chunk of exports are occurring, so that a definite action plan could be formulated for setting up a full fledged export division. The petitioner's posting at Mumbai is stated to be on the basis of the said resolution. While issuing Ext.P5 order it was directed that the staff in Mumbai unit shall extend full co-operation and render necessary assistance required by the petitioner in the collection of export data and related activities. Simultaneously Smt. Beena V.T. Manager (P&A) was temporarily assigned the additional charge of Commercial Department in the place of petitioner. 4. The petitioner complains that his powers as the Head of the Commercial Division have been clipped and the facilities enjoyed by him are cut off, by posting him at Mumbai, where there is not even an office available for him. 4. The petitioner complains that his powers as the Head of the Commercial Division have been clipped and the facilities enjoyed by him are cut off, by posting him at Mumbai, where there is not even an office available for him. He points out that there are more than 175 employees, who are to report to him, as he is the head of the commercial division, whereas there is not even a handful of employees at Mumbai. There is no infrastructure also available for performing duty in Mumbai. Alternatively it is also pointed out that the duties which are assigned can also be performed in addition to those he has been performing, while continuing in the head office itself. 5. Petitioner challenges -Ext.P6 memo of charge also, which was issued to him on 20.7.2017, by the Managing Director, along with a statement of allegations. Allegations against him include unauthorised absence, indiscipline, insubordination, negligence in duty, making objectionable and baseless allegations, derogatory statements, casting aspersions at the office of the Managing Director, etc. 6. The case of the petitioner is that the Managing Director is not empowered to transfer him as done in Ext.P5; he is also not competent to take any disciplinary action against the petitioner as done in Ext.P6. In support of his contention, the petitioner has produced Ext.P1 order issued on 4.12.2003, which is seen issued by the Managing Director “by order of the Board”, appointing him as General Manager (Marketing). Ext P1 would show that the appointment was made after a process of selection consisting of an interview which was held on 15.7.2002 by a sub committee constituted by the Board of Directors, and after getting approval from Government. It is also seen that the sub committee unanimously selected the petitioner for appointment; it was approved by the Board of Directors as per their resolution dated 15.7.2002. Government accorded approval for the appointment on 4.12.2003, on the basis of a request by the Corporation and the petitioner was thereafter appointed on the same day. In Ext.P1 order it was stated as follows: “he shall report directly to the Managing Director and shall be at the helm of affairs in the commercial operations of the Corporation and shall give effective leadership to the Marketing Division”. The appointment was in the scale of pay of Rs.12600-15600. In Ext.P1 order it was stated as follows: “he shall report directly to the Managing Director and shall be at the helm of affairs in the commercial operations of the Corporation and shall give effective leadership to the Marketing Division”. The appointment was in the scale of pay of Rs.12600-15600. The petitioner further points out that the Commercial Division includes the Marketing Department, Purchase Department, Stores Department, Material Handling Department and CFSC jointly, as seen from Ext.P2 minutes of the 182nd meeting of the Board of Directors of the Corporation. By Resolution No.2 therein, the post of Marketing Manager, who heads the Commercial Division, was re-designated as General Manager (Marketing) for functional convenience without extension of any additional benefits. The petitioner therefore submits that going by Exts.P1 and P2 orders, the Commercial Division is comprised of the entire Marketing Department consisting of the aforesaid 4 divisions and he is the Head of that Division who is at the helm of the affairs of the Commercial Division. When this position continued from 1.7.1993 onwards, the 2nd respondent does not have any authority to take away his powers and to post him in an isolated post in Mumbai. The petitioner also relies on Ext.P3 order issued by Government on 11.11.1980 by which one Sri.Tom Thomas Mohan was appointed as Marketing Manager of the Corporation under Article 17(ii) of the Articles of Association of the Corporation on a consolidated pay of Rs.1,700/- (Rupees One thousand seven hundred only), referring to recommendation made by the Managing Director. According to the petitioner, only the Board of Directors or Government can transfer or shift him to any other place. The petitioner has also produced the revised staff pattern which contains the details of posts available in the Corporation along with the scale of pay, in which Marketing Manager in the scale of pay of Rs.1450-2050 is shown as the highest post in the Commercial Department. The petitioner further points out that the impugned orders have been issued only to wreak vengeance against him for filing WP(C) No.11058 of 2017 before this Court challenging the appointment of the 3 rd respondent as Managing Director of the Corporation. The petitioner further points out that the impugned orders have been issued only to wreak vengeance against him for filing WP(C) No.11058 of 2017 before this Court challenging the appointment of the 3 rd respondent as Managing Director of the Corporation. In that case the contention of the petitioner was that he, being the 2nd rank holder in the select list prepared by the RIAB, was entitled to be appointed in the place of the 3 rd respondent, who though appeared for selection, was not included in the select list when rank no.1 was already appointed in another PSU. 7. The 2nd respondent has filed a counter affidavit denying the allegations. It is his contention that even though Ext.P1 order is stated to have been issued by order of the Board of Directors, in fact there is no such proceedings of the Board of Directors in respect of petitioner's appointment; Ext.P1 would only show that the selection of the petitioner was by a sub-committee which was approved by Board of Directors and thereafter by Government; but the order of appointment was issued by the Managing Director; the Government order by which approval was accorded for appointment as well as the proceedings of the Managing Director are on the very same day namely 4.12.2003 and therefore the matter was not considered by the Board, after approval was granted by Government and before the order Ext.P1 was issued by the Managing Director. According to him, the appointment to the post of General Manager (Marketing) is made after selection by the sub-committee in which some of the members of the Director Board are included; the approval of the Government is necessitated in view of the provisions contained in the Memorandum and Articles of Association, which provides for prior approval of the Government for appointments to any post, of which the salary exceeds Rs.10,000/-. Denying the contention of petitioner that the Board is the appointing authority for the three top officials including that of General Manager (Marketing), it is stated that the Managing Director is the disciplinary authority in respect of all employees appointed by him as per the delegation of powers. Therefore, the Managing Director, who appointed the petitioner, is having every power to initiate disciplinary action against the petitioner. Therefore, the Managing Director, who appointed the petitioner, is having every power to initiate disciplinary action against the petitioner. It is further pointed out that there had been several occasions when petitioner was issued memo of charges by the Managing Directors including the 3 rd respondent. Exts.R2 (b) issued on 13.11.2006, Ext.R2 (c) issued on 5.12.2006 and Ext.R2 (d) issued thereafter are also produced in support of their contention. It is also pointed out that Ext.R2 (d) was issued by the present Managing Director (the 3 rd respondent) immediately before W P (C) No.11058 of 2017 was filed and petitioner had submitted his explanations to all those charges without raising any such objections. According to the 2nd respondent, the posting of the petitioner at Mumbai is on the basis of the decision of the Board of Directors in Ext.R2(k) in its meeting held on 14.03.2017 [produced along with the additional counter affidavit] to set apart separate divisions assigning exclusive responsibility of exports with senior officers of the Marketing Department. It is also pointed out that along with the petitioner, a senior officer was deputed to New Delhi and he has already taken charge. According to the respondents, the petitioner had already accepted Ext.P5 order and made arrangements to join the office at Mumbai, by booking travel tickets and accommodation; he filed the writ petition only by an afterthought. It is further stated that as per order dated 15.11.2006, petitioner was relieved from the duties of General Manager (Marketing) in the year 2006, when he was put in charge of Exhibition and Export Wing, as a part of reorganisation of commercial wing. However he availed leave on medical ground. 8. In the reply affidavit filed by the petitioner, it is stated that the Manging Director can take disciplinary proceedings only against such employees of the Corporation, of whom he is the appointing authority and that too in accordance with the standing orders of the Corporation or rules or regulations in force. He does not have any power to initiate any disciplinary proceedings against the petitioner/General Manager (Marketing), Manager (Personal and Administration) and Secretary cum Finance Manager. According to the petitioner, Government is the appointing authority of the petitioner and at any rate it is only the Board of Directors who can appoint any employee against a post carrying pay exceeding Rs.1000/- that too only with prior approval of Government. According to the petitioner, Government is the appointing authority of the petitioner and at any rate it is only the Board of Directors who can appoint any employee against a post carrying pay exceeding Rs.1000/- that too only with prior approval of Government. The power of the Managing Director is only to issue orders on the basis of the decision of the Board of Directors. It is also pointed out that declaration of probation of the petitioner as well as those in the three top posts was done by the Board of Directors. As per regulation 77 of table F of schedule 1 of the Indian Companies Act, the authority competent to appoint the Chief Executive Officer, Manager, Company Secretary and Chief Financial Officer etc. is the Board of Directors. In the present case, the Board of Directors can make the appointment only with the prior approval of Government as per the Articles of Association. According to the petitioner, the Managing Director is only the spokesperson of the Board of Directors, whereas the General Manager (Marketing) has been dealing with substantially the whole affairs of the Corporation, by virtue of Ext.P7 delegation of powers; 175 out of the 212 employees in the Corporation, have to report to the General Manager (Marketing); on the constitution of the export division in Mumbai, there is not even a handful of employees to assist him. Petitioner has mentioned the details of persons who were employed as Secretary cum Accounts Officer, Manager (P&A), Secretary cum Finance Manager, General Manager (Marketing) etc. who had submitted resignation/were placed under suspension which were dealt with by the Board of Directors only, with the approval of Government. Ext.P8 counter affidavit in OP No.30257 of 1999, is produced in order to show the statement in it by the then Managing Director to the effect that the power to declare completion of probation and grant regularization of service of a person drawing salary exceeding Rs.1400/- per month vests in the Board of Directors and not in the Managing Director. It is stated that the authority to terminate the services of Secretary cum Finance Manager is the Board of Directors. Regarding the memo of charges issued to the petitioner earlier, it is stated that the petitioner had challenged Ext.R2(c) memo of charge issued by the then Managing Director in WP(C) No.9922 of 2007. It is stated that the authority to terminate the services of Secretary cum Finance Manager is the Board of Directors. Regarding the memo of charges issued to the petitioner earlier, it is stated that the petitioner had challenged Ext.R2(c) memo of charge issued by the then Managing Director in WP(C) No.9922 of 2007. But those disciplinary proceedings were withdrawn and WP(C) No.9922 of 2007 was closed as infructuous. The petitioner claims that he is having unblemished service and the memo of charges was issued to him only because of his selection by the RIAB and the non selection of the 3rd respondent as Managing Director. The petitioner submits that Ext.P12 memo was issued on 17.6.2017 directing him to take charge as Head of the Export Division in Mumbai on 22.6.2017 in order to harass him after relieving all his responsibilities of Domestic Marketing and Commercial Department. Therefore even though the posting is for a period of three months such decision has been taken without even conducting any studies by fixing a huge target. It is alleged that the Board of Directors had authorized the Managing Director only to depute the person temporarily to Mumbai for the formulation of a concrete action plan for the newly constituted export division for which a transfer was not necessary. Allegations are levelled against the 3rd respondent relating to his service career as Managing Director of KAMCO. Ext.P15 order is produced to show that Government had directed not to change the terms and conditions of service of the employees without prior approval of the Government. 9. Again an additional counter affidavit is filed by the 2nd respondent refuting the allegations made by the petitioner and reiterating that Managing Director is the appointing authority of the petitioner. It is stated that appointing authority is the Managing Director. It is further alleged that petitioner's probation was declared only after a period of 12 years and that was the reason why the Managing Director sought approval of the board regarding the matter before declaration of probation of petitioner. It is stated that Ext.P5 order of the Managing Director is issued on the basis of the resolution of the Board of Directors which found that it was necessary to conduct a market study within three months by the senior most officer in order to increase the export sale. It is stated that Ext.P5 order of the Managing Director is issued on the basis of the resolution of the Board of Directors which found that it was necessary to conduct a market study within three months by the senior most officer in order to increase the export sale. It is stated that the records relating to the action of the Managing Director referred to by petitioner in the counter affidavit relating to the years 1969, 1985 etc. are not available in the Corporation. It is pointed out that Ext.R2(i) appointment of Sri. Thinkal Govindakumar as Secretary cum Finance Manager is issued by the Managing Director. In effect in the additional counter affidavit, all the allegations in the reply affidavit are controverted. Producing Ext.R2(k) resolution adopted in the meeting of the Board of Directors held on 14.3.2017, it is stated that the Managing Director had only implemented the resolution of the Board of Directors or the proposal for the new market initiatives. It is stated that petitioner ought to have reported for duty at Mumbai instead of going into the number of employees who are to report for duty before him even without considering the fact that the posting is only for a period of three months. The aim of the Corporation is to increase the exports of the handicrafts from 500 crores to 1500 crores as declared in the Vyavasaya Keralam Magazine of August 2017 seeing that the export section headed by petitioner could bring in only 9.02 lakhs. But petitioner is not co-operating in performing his duties with dedication that only defeat the new market plan started by the Board. 10. Heard the learned Senior Counsel appearing on either side. 11. Ext P5 order was served on the petitioner on 21.04.2017, as seen from the endorsement made by petitioner himself on Ext.P5. In this writ petition filed on 03.08.2017, petitioner challenges it, alleging incompetence of the 2nd respondent to issue the same. Ext.P5 is seen to have been issued in implementation of the decision of the Board of Directors, in their meeting held on 14.03. 2017. That resolution is produced as Ext. R2(k), along with the additional counter affidavit, which reads as follows: The Board resolved to assign separate teams for Export, domestic marketing, institution marketing, exhibitions etc with specific targets for better focus and efficiency. 2017. That resolution is produced as Ext. R2(k), along with the additional counter affidavit, which reads as follows: The Board resolved to assign separate teams for Export, domestic marketing, institution marketing, exhibitions etc with specific targets for better focus and efficiency. Considering the importance to be given for the development of exports, decided to set up a separate export division and assign the exclusive responsibility of exports with the senior officer in Marketing Department -General Manager (Mktg) and Senior Manager (Mktg.) i/c, and General Manager (Marketing) as its head. Board also decided before the formation of a full fledges Export division a thorough study is to be conducted and since at present there are no direct bulk exports, specific efforts are needed to locate international buyers and establish linkages with major export houses based in Mumbai and New Delhi from where major chunk of Handicrafts exports are occurring. Accordingly Board authorised the Managing Director to depute the above personnel temporarily to Mumbai and Delhi for the above task and formulation of a concrete action plan for a full fledged export division. The team will submit its study report within 3 months. 12. On the face of the resolution no.98 as revealed from Ext.R2 (k), I do not find it necessary to go into the contention of the petitioner regarding the authority of 2nd respondent to transfer him. Petitioner has no case that the Board of Directors does not have any authority to pass a resolution as contained in Ext.R2(k), based on which only, the 2nd respondent has issued the order Ext.P5, with due authorisation. Petitioner does not have any case that the 2nd respondent has no authority to implement the decision of the Board of Directors. 13. Clause III (b) (2) of Memorandum of Association of the Corporation reads as follows : To undertake export of Handicrafts products from Kerala directly or in collaboration with exporting business Corporations, Companies or agencies-Government or Private-to establish trade connections, sales depots, selling agencies, offices for distributing agents, etc. 13. Clause III (b) (2) of Memorandum of Association of the Corporation reads as follows : To undertake export of Handicrafts products from Kerala directly or in collaboration with exporting business Corporations, Companies or agencies-Government or Private-to establish trade connections, sales depots, selling agencies, offices for distributing agents, etc. to undertake directly or in collaboration with specialised domestic or foreign agencies market surveys to explore possibilities of Indian Handicrafts in foreign markets, to open publicity-cum-information centres, show rooms, sales depots and warehouses at suitable places in foreign countries, exchange delegation of foreign buyers and domestic exporters, to participate in foreign fairs and exhibitions and to undertake special promotional measures in countries whose import potential for Kerala Handicrafts has not been adequately tapped. It would appear that the decision to post the petitioner in Mumbai was taken in tune with the aforesaid Article in the Memorandum of Association. 14. Therefore the contentions raised by the petitioner as against Ext.P5 order are untenable. The petitioner chose to challenge Ext.P5 order issued on 20th April 2017, after more than 3 months, apparently as an afterthought, after the filing of WP(C) No.11058 of 2017 challenging the appointment and continuance of 3rd respondent and his non-appointment as Managing Director. Petitioner, who chose to produce even the orders of the year 1967, did not choose to take any attempt to collect or produce the resolution or the minutes based on which Ext.P5 was issued, while challenging the authority of the 2nd respondent. The pleadings in the case would show that the petitioner as well as the Managing Director are at loggerheads and they have utilised their opportunity to expose their personal prejudices against one another in the pleadings in this writ petition, rather than producing the relevant materials. 15. The next question is regarding the authority of the 2nd respondent to issue the memo of charge Ext.P6. Petitioner himself says disciplinary action is to be initiated as per the standing orders or service regulations of the Corporation. But neither the petitioner, who claims to be the head of the commercial division with 175 out of the 212 employees under him, nor the respondents chose to produce the standing order or service regulations, if any applicable to any of the categories of employees of the Corporation. The only material made available is the Memorandum and Articles of Association, by the respondents. The only material made available is the Memorandum and Articles of Association, by the respondents. There is no provision in it dealing with disciplinary action. Both sides rely on certain proceedings issued by the previous/present Managing Directors or the Board of Directors in support of their claim that it is the Board of Directors/Managing Director who is having the authority. No rules or regulations or standing orders are made available for determining the competence of the 2nd respondent to initiate disciplinary proceedings on the employees including the General Manger (Marketing). 16. From Ext.P1 it can be seen that the Managing Director has issued the order of appointment by order of the Board of Directors. Therefore it cannot be said to be an order issued by the Managing Director on his own. Even though petitioner has raised the contention that the Board of Directors with the approval of Government is the appointing authority, the selection of the petitioner was by a subcommittee constituted by the Board of Directors, decision of which was approved by the Board of Directors; it was thereafter approved by the Government. Just because the Government granted approval for appointment of petitioner, it cannot be said that Government is the appointing authority of petitioner. It cannot also be said that the appointing authority is the “Board of Directors with the approval of Government”, as claimed by petitioner. At any rate Government is not the appointing authority. Issuance of memo of charges to the petitioner by the present or previous Managing Director or the act of petitioner in replying to the same without raising any objection as in the present case cannot be a factor based on which a decision can be arrived at on the competence of the Managing Director, when it is questioned. 17. As the parties have not made available the standing orders/service regulations, if any, which are applicable to the employees of the Corporation, it is not possible for this Court to determine the competence of an authority to initiate disciplinary action against the petitioner in accordance with such rules or regulation. There are allegations and counter allegations more than that of materials relevant for the purpose of deciding the case. It is quite improbable that the Corporation does not have any service regulations or standing orders governing disciplinary action. Therefore I am constrained to decide the question on the basis of general principles. 18. There are allegations and counter allegations more than that of materials relevant for the purpose of deciding the case. It is quite improbable that the Corporation does not have any service regulations or standing orders governing disciplinary action. Therefore I am constrained to decide the question on the basis of general principles. 18. On the basis of Ext.P1 order, which is issued 'by order' of Board of Directors, it cannot be said that the Managing Director is the appointing authority of petitioner. In the absence of rules or regulations, which provide that disciplinary action shall be initiated by the appointing authority, it cannot be said that a memo of charges issued by an authority other than appointing authority is illegal. The competence of authority becomes relevant only when there are rules which provide for the same or else when an extreme penalty of termination is imposed, which can be only by the appointing authority. Disciplinary authority need not always be the appointing authority itself. Therefore the issuance of memo of charges by the Managing Director cannot be said to be illegal. 19. Therefore petitioner ought to have submitted his reply to the memo of charges even if he is of the view that the 2nd respondent is incompetent to issue the same. But even without submitting his reply or even without pointing out the incompetence of the 2nd respondent, petitioner approached this Court directly. As far as disciplinary proceedings are concerned, the question of competence of the Managing Director is liable to be questioned only at the stage of finalisation of the proceedings/punishment. There is no provision even under Article 311 of the Constitution of India which provides that the appointing authority has to initiate disciplinary action. In State of M.P. Vs. Shardul Singh, (1970) 1 SCC 108 , the apex court upheld an order of dismissal passed by the Inspector-General of Police, based on disciplinary action initiated by and enquiry conducted by the Superintendent of Police. In P.V. Srinivasa Vs. Comptroller and Auditor General, (1993)1 SCC 419 , it was held that in the absence of a rule, any superior authority who can be held to be the controlling authority, can initiate such proceeding. That view was reiterated in Registrar of Coop. Societies Vs. F.X. Fernando, (1994) 2 SCC 746 , State of U.P. Vs. Chandrapal Singh, (2003) 4 SCC 670 . That view was reiterated in Registrar of Coop. Societies Vs. F.X. Fernando, (1994) 2 SCC 746 , State of U.P. Vs. Chandrapal Singh, (2003) 4 SCC 670 . This position continues to govern the field even now. In view of the above, Ext.P6 memo of charges issued by the Managing Director, before whom the petitioner was to report, even as per Ext.P1 order cannot be said to be illegal. In the above circumstances, there is no reason to interfere with either Ext.P5 order or with Ext.P6 memo of charge. Therefore, the writ petition is dismissed, reserving the right of the petitioner to take appropriate proceedings on finalisation of disciplinary action, if necessary.