V. G. Selva Raja v. Insurance Regulatory and Development Authority of India - IRDAI
2025-02-20
D.BHARATHA CHAKRAVARTHY
body2025
DigiLaw.ai
ORDER : These two Writ Petitions are connected to each other and as such, are taken up and disposed of by this common order. 2. In W.P.No.38686 of 2024, the petitioner-in-person prays to call for the records in respect of the notification, dated 29.02.2024 and quash the same insofar as it directs the election only for four vacancies in the second respondent Council and consequently, direct the respondents to notify the elections to all the 12 vacancies and conduct the same by amending the Articles of Association of the second respondent relating to the disqualification and tenure of the Nomination of Candidature and members eligible to vote and elect the Council Members of the representative zone. 3. Considering the emergent nature of the relief that is prayed, especially when the elections notification is made and also the fact that the elections to the Council of the second respondent is now being made, this Writ Petition is disposed of without notice to the second respondent at the adjourned admission stage. 4. Heard Mr.V.G.Selva Raja, petitioner/party-in-person and Mr.M.B.Ragavan, learned Counsel for the first respondent. 5. Mr.V.G.Selva Raja, petitioner/party-in-person would submit that now, pending the Writ Petition, while the first limb of the prayer is satisfied inasmuch as the said notification is superseded by a fresh notification, dated 15.01.2025, whereby, the elections are declared to all the 12 vacancies, still, part of the grievance remains unaddressed inasmuch as the amendment to the Articles of Association is not done and the elections are being conducted with the existing Articles of Association. 6. In support of his contentions, the party-in-person, taking this Court through the Articles of Association, with reference to the voting power, electoral college etc., would submit that there is patent inconsistency and illegality in the Articles of Association. While there are five types of members, specifically, the student members as well as the promoter members are not given the rights of voting. 7. Again, when it comes to the electoral college, even the licensed members are also left out. Similarly, with reference to the zonal representation also, the Articles of Association are inherently faulty and requires revisit. If the elections are being carried on with the same Articles of Association, there is undue representation for one region and when there is no adequate representation for the other regions, the Articles of Association do not represent the correct position and fair play. 8.
If the elections are being carried on with the same Articles of Association, there is undue representation for one region and when there is no adequate representation for the other regions, the Articles of Association do not represent the correct position and fair play. 8. Considering all that, the first respondent, being the supervisory authority, when the second respondent is a statutory company controlled and supervised by the first respondent, already, issued an order on 28.02.2022 appointing a committee to revisit the Articles of Association and making out the amendments. The further direction is also given to carry out the said exercise within a period of 30 days. Now, more than three years have gone by, till date, the committee has also not given its report and without carrying out the mandatory and necessary amendments, the elections cannot be proceeded further. 9. Even the present elections notification has some faults. Even the space between the words are not given in many lines and it is difficult even to read the notification. The voters list is also first released and thereafter, members are directed to make the payment. The final voters list is ought to have been released only after verification. Even dead voters' names are found in the list. Therefore, he would submit that the prayer in full should be granted by this Court. 10. As far as the second Writ Petition is concerned, he would submit that when the post is a tenure post and the outer limit of the tenure is clearly fixed, the tenure cannot be extended by the impugned order and as such, the said order is bad in law. Alternatively, he would also submit that when the tender is extended pending finalisation of the elections and when certain specific purposes are mentioned in the impugned order, the concerned persons are violating the said conditions and are performing as if they are the regular Directors and taking many important decisions. The same is illegal. Even the persons who are given extension, are very controversial persons and several allegations are also pending against them. 11. Per contra, Mr.M.B.Ragavan, learned Counsel for the first respondent, would submit that as stated by the party-in-person, the primary grievance with reference to the earlier notifications, stands already redressed. Now, the fresh notification calls for elections in respect of all the 12 vacancies.
11. Per contra, Mr.M.B.Ragavan, learned Counsel for the first respondent, would submit that as stated by the party-in-person, the primary grievance with reference to the earlier notifications, stands already redressed. Now, the fresh notification calls for elections in respect of all the 12 vacancies. As far as the amendment is concerned, the second respondent is a statutory company and the Council of the company has only to make the amendments though it would be ultimately dependent upon the approval of the first respondent. As on date, when there are vacancies in the Council, only after the election, the amendments could be carried out. 12. Even according to him, it would be ideal that the amendments could be carried out. But, when the same is not done and when already, the other rules are in force which are not challenged, the elections should go on as scheduled and a direction can be issued by this Court for the elected body to consider and submit their report and carry out the changes as decided in the Articles of Association. 13. As far as the prayer in the second Writ Petition is concerned, he would submit that the tenure is not extended. When the tenure has come to an end and when the elections notification is made, they were only directed to continue as care takers. Specific purposes, that are mentioned, are only for the day to day functions of the said company and for the election purposes. He would submit that even the Company Law Tribunal, Hyderabad had also issued a direction directing the said Directors not to deviate beyond the conditions that are imposed in the impugned order. 14. I have considered the rival submissions made on either side and perused the material records of the case. 15. Firstly, as stated by both the sides, the grievance with reference to not notifying all the 12 vacancies, has already been redressed inasmuch as the new notification, dated 15.01.2025 has been issued. The second question that is to be considered is that whether the elections should be stalled and the amendment should be carried out first. 16. Firstly, it can be seen that the amendment, in the normal course, should be carried by the Council, though it is subject to the approval of the first respondent.
The second question that is to be considered is that whether the elections should be stalled and the amendment should be carried out first. 16. Firstly, it can be seen that the amendment, in the normal course, should be carried by the Council, though it is subject to the approval of the first respondent. It is true that the Committee was directed to submit a report on the same in the year 2022 itself and there is an abnormal delay. But, for that, this Court can only direct the respondents to expedite the said exercise and when the existing rules are not under challenge and are not put to stay, the elections should go on as per the existing rules unless it is amended. Therefore, though this Court can see certain justification and the grievances that are expressed by the petitioner with reference to the existing Articles of Association, the elections cannot be stalled. 17. As far as the prayer in the second Writ Petition is concerned, as rightly contended by the learned Counsel for the first respondent, till the elections are over, for the purpose of smooth conduct of elections, the said persons are given charge to take care of the affairs that too specifically mentioned in the impugned order in paragraph No.3(a) to (e), which read as hereunder:- "3. Hence, to facilitate the conduct of elections, as a special case, Mr.RP Bhasin, Mr.Yogesh Patil, Mr.Santosh Rajanna and Mr.Nirmal Tripathi may continue in office for 90 days from the date of appointment of Election Officer or till the newly elected members take charge of the office, whichever is earlier, ONLY to the extent of the following activities: a) any financial decision with regard to the conduct of elections including approving the payments in respect of conducting the elections; b) approving the budget of expenses for elections; c) to represent IIISLA to enter into agreement with the e-voting agency; d) certifying the duly audited eligible voter list. e) allowing access to the Election Officer to IIISLA's online systems and membership register for verification purpose." Therefore, when those directions do not empower the said persons who are now on adhoc duty to take any permanent decisions or to effect the petitioner's right in any manner whatsoever, the impugned order, as such, cannot be found fault with.
e) allowing access to the Election Officer to IIISLA's online systems and membership register for verification purpose." Therefore, when those directions do not empower the said persons who are now on adhoc duty to take any permanent decisions or to effect the petitioner's right in any manner whatsoever, the impugned order, as such, cannot be found fault with. It is needless to mention that the said persons cannot go beyond the remit that is given to them in clauses (a) to (e). It is also stated that already, the Company Law Tribunal has also given a similar direction. 18. In view thereof, this Writ Petitions are disposed of on the following terms:- (i) W.P.No.38686 of 2024 is disposed of on the following terms:- (a) The prayer, with reference to the first limb, to notify the elections for 12 vacancies, has since become infructuous in view of the new notification, dated 15.01.2025 notifying elections for all the 12 vacancies; (b) As far as the other limb of the prayer, regarding amendment to the Articles of Association, there shall be a direction to the first and second respondents to expedite the review of the Articles of Association as directed by the communication of the first respondent on 14.02.2022 and as and when the election is over, the newly elected body, in consultation with the first respondent, shall complete the exercise, in any event, not later than four months from the date of completion of the election and assuming of charge; (c) The current election, pursuant to the present notification, need not be stalled for the said purpose; (ii) W.P.No.5927 of 2025 is disposed of on the following terms:- (a) The prayer, to set aside the impugned order, dated 21.01.2025, cannot be countenanced; (b) At the same time, the persons, who are given charge, shall strictly comply with the paragraph No.3 of the impugned order and shall not make any decision that will permanently effect the functioning of the second respondent organisation; (iii) There shall be no order as to costs. Consequently, connected miscellaneous petitions are closed.