2006 (2) TMI 641 - HC - Companies Law

Summary

Issues Involved:
1. Maintainability of the writ petition under Article 226 of the Constitution of India.
2. Appellant's locus standi to file the writ petition.
3. Alleged violation of guidelines by the respondents regarding the transfer of shares.
4. Role of the Reserve Bank of India and its guidelines in the transfer of shares.
5. Jurisdiction of the court in private banking company matters.

Issue-wise Detailed Analysis:

1. Maintainability of the writ petition under Article 226 of the Constitution of India:

The court examined whether the writ petition filed by the appellant was maintainable under Article 226 of the Constitution. It was concluded that private banking companies, like the second respondent, typically do not fall under the writ jurisdiction of Article 226. The court referenced the decision in Federal Bank Ltd. vs. V. Sagar Thomas and others (AIR 2003 Supreme Court 4325), which emphasized that private companies are generally not amenable to writ jurisdiction unless there is a violation of statutory provisions. The court noted that the appellant's case did not involve any statutory non-compliance that would justify the issuance of a writ.

2. Appellant's locus standi to file the writ petition:

The court addressed whether the appellant, a registered society, had the locus standi to file the writ petition. It was determined that the appellant did not have a personal grievance in the matter and that only its members could potentially have a grievance. The court cited the decision in Vinoy Kumar vs. State of Uttar Pradesh (AIR 2001 SC 1739), which states that a writ petition should generally be filed by someone personally affected by the impugned order. The court concluded that the appellant, being a stranger to the contract between the shareholders and the respondents, lacked the standing to maintain the writ petition.

3. Alleged violation of guidelines by the respondents regarding the transfer of shares:

The appellant argued that the respondents 2 to 5 were attempting to transfer 95,418 shares contrary to the guidelines issued by the first respondent, the Reserve Bank of India (RBI). The court noted that the appellant claimed that the respondents were violating these guidelines and that such transfers would cause irreparable loss and hardship to the appellant and the interest of the depositors, clients, and employees of the second respondent bank. However, the court found that the appellant had not demonstrated any direct violation of statutory provisions that would warrant judicial intervention.

4. Role of the Reserve Bank of India and its guidelines in the transfer of shares:

The court acknowledged the regulatory role of the RBI in maintaining fiscal discipline and overseeing the functioning of banking companies. It was noted that the RBI had refused to acknowledge the transfer of the shares in question. However, the court emphasized that such regulatory measures do not equate to participatory dominance or control over the private banking company's affairs. The court reiterated that the primary motive of private banking companies is to earn profits, and their activities are not typically subject to writ jurisdiction unless there is a statutory violation.

5. Jurisdiction of the court in private banking company matters:

The court concluded that private banking companies, like the second respondent, are not ordinarily subject to the writ jurisdiction under Article 226. The decision in Federal Bank Ltd. vs. V. Sagar Thomas and others was cited to support this conclusion. The court emphasized that regulatory measures by the RBI do not imply state control over private banking companies, and the writ jurisdiction should be sparingly used, primarily when there is a clear statutory violation or infringement of rights.

Conclusion:

The court dismissed the writ appeal, affirming the learned single judge's decision that the appellant had no locus standi to file the writ petition. The court reiterated that the powers under Article 226 should be used sparingly and only in clear cases where rights have been seriously infringed and no other adequate remedy is available. The writ petition was deemed not maintainable as the appellant did not demonstrate any statutory violation or personal grievance. The connected WAMPs were also closed.