2021 (10) TMI 1372 - HC - Indian Laws

Seeking to issue appropriate directions to the 2nd Respondent Bank and the 3rd Respondent Board to comply with the Corporate Governance requirements while conducting the 94th AGM - seeking to issue appropriate directions to the 2nd Respondent Bank and the 3rd Respondent Board and the 9th Respondent Committee to identify appropriate candidates and place their recommendations before the members during the 94th AGM - seeking to issue appropriate directions to the 2nd Respondent and the 3rd Respondent reassess the performance of the Petitioner and recommend the Petitioner for appointment as Director to be placed before the 94th AGM - rejection of application of the Petitioner under Section 160 of the Companies Act 2013. HELD THAT - There is consensus of all the learned Senior Counsel appearing for the contesting parties for relegating the matter to the writ court so as to enable the parties to advance submissions for the final conclusion on the maintainability of the writ petitions instead of a prima facie opinion. It is deemed fit to interfere with the impugned interim order to the limited extent of remitting the matter for attaining finality to the preliminary issue of maintainability of the writ petitions - the matter is remitted back to the writ court granting liberty to all the parties concerned to advance submissions regarding the maintainability of the writ petitions. Appeal disposed off.

Summary

Issues:
1. Maintainability of the writ petitions
2. Compliance with Corporate Governance requirements for conducting the 94th AGM
3. Deciding issues raised by the Petitioner and passing appropriate directions
4. Identifying appropriate candidates for the 94th AGM
5. Reassessing the performance of the Petitioner for director appointment
6. Quashing of the impugned letter dated 20.09.2021
7. Placing the petitioner's candidature before the General Body
8. Right of petitioners to place candidature during AGM
9. Quashing of Ext.P3
10. Declaration of petitioners as fit and proper candidates

Analysis:

1. Maintainability of the Writ Petitions:
After hearing the parties, the single Judge found no substance in the respondent Bank's contentions regarding the maintainability of the writ petitions. The court issued further directions, which were challenged by the respondent Bank in appeals. The Senior Counsels for both parties presented their arguments, with the respondent's counsel emphasizing that the opinion on maintainability was prima facie and not conclusive. Eventually, all Senior Counsels agreed to remit the matter back to the writ court for a final decision on the maintainability of the writ petitions.

2. Compliance with Corporate Governance Requirements:
The petitions sought directions for the Bank and the Board to comply with Corporate Governance requirements during the 94th AGM. The court was asked to ensure appropriate candidates were identified and their recommendations placed before the members during the AGM. Additionally, directions were sought to reassess the Petitioner's performance for director appointment and to quash a letter rejecting the Petitioner's application under the Companies Act 2013.

3. Placing Petitioner's Candidature and Rights During AGM:
The second petition requested a mandamus to place the petitioner's candidature before the General Body and declared the petitioners' right to do so under the Companies Act. The court was asked to quash certain records and declare the petitioners as fit and proper candidates meeting the criteria laid down by the first respondent.

4. Court's Decision and Disposal of Writ Appeals:
The High Court, after considering the submissions and consensus among the Senior Counsels, remitted the matter back to the writ court to decide on the maintainability of the writ petitions conclusively. The court clarified that all contentious issues raised in the appeals were left open for the learned single Judge to consider. Subsequently, the writ appeals were disposed of in light of the decision to remit the matter for further proceedings.