1. Heard Mr. Vedula Venkata Ramana, learned senior counsel for petitioner, Mr. K. Lakshman, the Assistant Solicitor General for respondents 1 to 5, Ms. K. Mamatha for respondent No.6 and Mr. Ashwani Kumar for respondent No.7.

2. The petitioner prays for Mandamus declaring order No.07/131/2011-CL II (SR) dated 10.06.2016 of 1st respondent and the consequential communication Ref: SFIO/CHN/CSITA/Corr. dated 02.08.2016 and the notice dated 21.09.2016 of 4th respondent, as illegal and unconstitutional.

3. The petitioner challenges the impugned order etc., as not conforming to Section 212 of the Companies Act, 2013 (for short, the Act).

4. The submissions of counsel substantially centered around Section 212 of the Act. Therefore, the circumstances relevant for dealing with these submissions alone are adverted to.

5. The Medak Diocese of Church of South India Trust Association, Church House, Old Lancer Line, Secunderabad, Telangana, represented by its Director and also the Power of Attorney Holder i.e., Vimal Sukumar is the petitioner. The petitioner is one of the units of Church of South India Trust Association (CSITA), which is registered under the provisions of the Act and it is averred that CSITA is recognized as a charitable company under Section 8 of the Act. On 21.09.2016, the 4th respondent issued notice to Dr. Vimal Sukumar, deponent of the writ affidavit, to produce the registers, documents etc., before 4th respondent on or before 03.10.2016. It is further averred that the 1st respondent has taken up report of the Registrar of Companies under Section 212 (1)(a) and through impugned order dated 10.06.2016, the 1st respondent ordered investigation into the affairs of CSITA by the Serious Fraud Investigation Office (SFIO). The 4th respondent in continuation of the order under Section 212 issued notice dated 21.09.2016. The petitioner challenges impugned proceedings as not conforming to the requirement of Section 212 i.e., is of the opinion and reflect mechanical entrustment of investigation to SFIO. Hence, the writ petition.

6. Mr. Vedula Venkata Ramana contends that Section 212 empowers the Central Government to order investigation into the affairs of a company by SFIO, however, by forming an opinion in this behalf. According to him, the recording of opinion, though is subjective, the order of Central Government for investigation into the affairs of a company by SFIO must reflect expression of at least the subjective opinion or forming of opinion for ordering investigation by SFIO. In the case on hand, the impugned order does not contain opinion and, on the other hand, refers to report sent by the Registrar of Companies under Section 2(8). Therefore, through impugned order investigation by SFIO is in breach of the requirement of Section 212 of the Act and is liable to be set aside. He relies on PARMESHWAR DAS AGARWAL AND ORS. v. THE ADDITIONAL DIRECTOR (INVESTIGATION), SERIOUS FRAUD INVESTIGATION OFFICE, MINISTRY OF CORPORATE AFFAIRS AND ORS (2016) 199 Company Cases 353 BOMB (DB) and contends that the ratio laid down by the Division Bench squarely covers the contention raised by the petitioner and prays for setting aside the order etc., impugned in the writ petition.

7. Respondents 1, 2 and 4 filed counter affidavit. The counter affidavit raises preliminary objections on the maintainability of writ petition. The counter affidavit refers to circumstances preceding the orders impugned in the writ petition and the necessity of investigation by SFIO. The counter affidavit on the contention of writ petitioner viz., the order dated 10.06.2016 is in contravention of Section 212 reads as follows:

“That the contents of para 7 are wrong and baseless, hence denied. It is submitted that as per the Companies Act, 2013, the Central Government is empowered to order for investigation into affairs of the company either under Section 210 or 212 of Companies Act, 2013 based on the report of the Registrar of Companies (RoC) under Section 208 of