2003 (10) TMI 413 - HC - Companies Law

Issues Involved:
1. Maintainability of the writ petition against the U.P. Stock Exchange Association Ltd.
2. Nature of the U.P. Stock Exchange Association Ltd. and whether it performs public functions or duties.
3. The impact of SEBI's power to supersede the Board and appoint an Administrator on the Association's status.
4. Whether the Association is an instrumentality or agency of the State under Article 12 of the Constitution of India.
5. The enforceability of the Association's bye-laws and their statutory nature.

Detailed Analysis:

1. Maintainability of the Writ Petition:
The primary issue was whether the writ petition against the U.P. Stock Exchange Association Ltd. (the "Association") is maintainable. The respondents argued that the Association does not perform any public function or duty, nor is it under pervasive State control or financial assistance. It is an association of private businessmen, and its Memorandum of Articles does not have statutory force, making it not amenable to writ jurisdiction. The petitioners contended that SEBI's power to supersede the Board and appoint an Administrator implies complete control over the Association, making it amenable to writ jurisdiction.

2. Nature of the Association:
The court examined whether the Association performs public functions or duties. It concluded that the Association's primary function is to carry out the business of shares, debentures, and government securities, which cannot be considered a public function or duty. The Association's activities are confined to its members, and it does not have any statutory obligations towards the public.

3. SEBI's Power and the Association's Status:
The court noted that SEBI's power to supersede the Board and appoint an Administrator is a regulatory measure to protect depositors or shareholders from fraud but does not confer State status upon the Association. The Administrator merely substitutes the Board, and any order passed by the Administrator is deemed to have been passed by the Board. This regulatory measure does not transform the Association into a State agency or instrumentality.

4. Instrumentality or Agency of the State:
The court applied various judicial tests to determine if the Association could be considered an instrumentality or agency of the State under Article 12 of the Constitution. The tests include State ownership, financial assistance, monopoly status, pervasive State control, and performance of public duties. The court found that the Association does not meet these criteria:
- The Association is not financially assisted by the State.
- It does not perform any governmental or public duties.
- It is managed by private individuals, and its existence is independent of any statutory provision.
- The State does not have pervasive and deep control over its administration.

5. Enforceability of Bye-laws:
The court held that the bye-laws of the Association do not have statutory force and are akin to terms of a contract between the Association and its members. These bye-laws govern internal management and are binding only upon the members. Consequently, any dispute regarding these bye-laws does not fall within the ambit of writ jurisdiction but can be addressed through other appropriate legal forums.

Conclusion:
The court concluded that the U.P. Stock Exchange Association Ltd. is not amenable to writ jurisdiction as it does not perform public functions or duties, nor does it have the trappings of the State. The writ petition was dismissed, and the petitioners were advised to seek relief through appropriate forums.

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