9911796707
TMI Blog2019 (8) TMI 415X X X X Extracts X X X X X X X X Extracts X X X X ..... views of the concerned authorities (Board of Discipline or Disciplinary Committee), as the case may be. The petitioner has been pursuing complaints against various members of ICAI with relentless fervour and has filed various petitions before this Court in pursuance of its complaints. This Court is of the view that litigants, such as the petitioner, who have made litigation their business/vocation ought to be discouraged - the present petition is dismissed with costs quantified at ₹1,00,000/-. Application disposed off. - W.P.(C) 8071/2019 & C.M. APPLs 33381-83/2019 - - - Dated:- 1-8-2019 - MR. VIBHU BAKHRU J. Petitioner Through: Mr. Arnav Dash, Advocate. Respondents Through: None O R D E R VIBHU BAKHRU, J 1. The petitioner is a private company and its registered office is located in Chennai. The petitioner has filed the present petition, inter alia, impugning the order dated 26th February, 2018, passed by respondent no.2 (hereafter Board of Discipline ). By the said order, the petitioner was informed that the Board of Discipline had concurred with the prima facie opinion of the Director (Discipline) of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 440/2017) before the Division Bench of this Court. The said appeal was disposed of by an order dated 24.08.2017, whereby the Division Bench expressed its opinion that in view of the statement made by ICAI, the Director (Discipline) should complete the process of examining the materials placed before him and communicate his prima facie opinion to the concerned authorities within a period of eight weeks. It was further directed that the Disciplinary Committee or the Board of Discipline, as the case may be, should thereafter, complete the consideration of the said report and proceed in accordance with the relevant Rules within a period of six weeks, thereafter. 6. On 25th January, 2017, HA filed his written response to the complaint made by the petitioner. He countered all the allegations and also provided pointwise explanations disputing the allegation that he had verified any incorrect form in respect of the companies in question. On 6th October, 2017, the Director (Discipline), ICAI examined the material and formed a prima facie opinion that HA was not guilty of professional misconduct as alleged. The Board of Discipline concurred with the said view in the impugned or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... before this Court in respect of the proceedings before the concerned authorities of ICAI, initiated pursuant to the complaint filed by the petitioner. 11. As observed above, the petitioner is a company and therefore, this Court had pointedly asked the learned counsel appearing for the petitioner whether the Charter of the Company (Memorandum of Association) permitted the petitioner to pursue this activity. The learned counsel appearing for the petitioner had responded in the affirmative and had submitted that the petitioner s objects included filing complaints against various Chartered Accountants for the general good of the profession. In view of the aforesaid assertion this Court had, by an order dated 26th July 2019, called upon the petitioner to produce its Memorandum and Articles of Association. 12. In compliance with the aforesaid, the learned counsel appearing for the petitioner has today handed over a copy of its Memorandum of Association. He referred to Clauses 4 and 32 of the Section (B) of Part III of the Memorandum of Association and contended that Clause 4 read with Clause 32 permitted the petitioner to pursue complaints against various professionals ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... course of business. 15. It is important to note that the Clauses Clauses 4 and 32 referred to by the learned counsel appearing for the petitioner are placed under Section (B), which is captioned Objects Incidental or Ancillary to the Attainment of the Main Objects 16. It is clear from the above that the purpose of the company is to carry on the business as specified in Part-A of the Objects Clause. The objects as set out in Part-B are Objects, which are incidental or ancillary to the attainment of the objects as set out in Part-A of the Objects Clause. 17. Section 13 of the Companies Act, 1956, containing provisions in respect of the Memorandum, expressly stipulated that the Memorandum of Association of a company is required to expressly state its main objects to be pursued by the company and the objects incidental or ancillary to the attainment of the main objects, as well as other objects. Clause (d) of Sub-section 1 of Section 13 of the said Act is set out below:- 13. Requirements with respect to memorandum (1) The memorandum of every company shall state XXXX XXXX XXXX XXXX (d) in the case ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cts for which it was incorporated. Given the objects of the petitioner company, it is clear that such organized activity is wholly ultra vires of the Memorandum of Association of the petitioner company. It does appear that the corporate fa ade of the petitioner is being misused by its directors/promoters. Plainly, this cannot be countenanced. 23. Having stated the above, it is also relevant to examine the nature of the complaint made by the petitioner and its context. The petitioner claims that sometime in 2015, it had discovered that an incorrect statement had been verified by HA in respect of the seven companies as mentioned above. The seven companies are all private companies and there is no dispute that due disclosure was made by Hasham regarding the names and parties to which the company was related. 24. The only controversy urged before this Court is with regard to the statements verified by HA to the effect that Hasham did not have any subsidiary. HA had submitted that the said statement had been verified as correct since Hasham did not hold majority shares in the three companies (namely Napean, Regal and Vidya). He had explained that Hasham held 10,000 (18 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ween the complainant and the Chartered Accountant. It is also true that in most cases, the complainant may also have suffered on account of professional or other misconduct on the part of a Chartered Accountant; however, that does not change the nature of the disciplinary proceedings. 28. The conduct of ICAI s member (a Chartered Accountant) is to be evaluated by the concerned authorities of ICAI. The object is to ensure that its members measure up to the standards as set by ICAI for continuing as its member. As stated earlier, the matter is, essentially, between ICAI and its members. This is also the rationale for not providing any appellate remedy to the complainant against the decision of the concerned authorities in terms of Section 22G of the Act. This right is only available to an aggrieved Member of ICAI. 29. This court is also of the view that it is not apposite to supplant its views over the views of the concerned authorities (Board of Discipline or Disciplinary Committee), as the case may be. 30. As notice above, the petitioner has been pursuing complaints against various members of ICAI with relentless fervour and has filed various petitions be ..... X X X X Extracts X X X X X X X X Extracts X X X X
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