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1995 Supreme(Kar) 133

Karnataka High Court
R.Jagadeesh Kumar - Appellant
Versus
P.Srinivasan - Respondent
Decided On : 03-06-95
W.P. : 2614 of 1995

Advocates:
R.N.NARASIMHA MURTHY, R.S.RAVI, R.VIJAYA KUMAR, UDAYA HOLLA

Headnote:

Stock Exchange - Expulsion of Member - Securities Contracts (Regulation) Act, 1956 - S. 9(4) - Articles of Association - Bye-laws 356a, r/w 356b and 356c - The court discussed the validity of the constitution of the Disciplinary Committee, the jurisdiction of the Committee in the absence of validly framed bye-laws, and the alleged bias of the 1st respondent. The court held that the Stock Exchange, in exercising its powers under the Articles of Association in the matter of admission or expulsion of members, owes only a duty to that particular member and not to the public at large and does not discharge any public duty which is amenable to writ jurisdiction.

Fact of the Case:

The petitioner, a member of the Stock Exchange, was accused of fraudulent activities and faced expulsion. The Disciplinary Committee made an order upholding the objection that the requirement of S. 9(4) of the Securities Contracts (Regulation) Act had not been fulfilled and that the initiation of action was valid even though the bye-laws under which such initiation was purported to be done were not valid.

Finding of the Court:

The court found that the Stock Exchange, in exercising its powers under the Articles of Association in the matter of admission or expulsion of members, owes only a duty to that particular member and not to the public at large and does not discharge any public duty which is amenable to writ jurisdiction.

Issues: Validity of the constitution of the Disciplinary Committee, jurisdiction of the Committee in the absence of validly framed bye-laws, and alleged bias of the 1st respondent.

Ratio Decidendi: The Stock Exchange, in exercising its powers under the Articles of Association in the matter of admission or expulsion of members, owes only a duty to that particular member and not to the public at large and does not discharge any public duty which is amenable to writ jurisdiction.

Final Decision: The petition was dismissed as the Stock Exchange, in exercising its powers under the Articles of Association in the matter of admission or expulsion of members, does not discharge any public duty amenable to writ jurisdiction.

S. RAJENDRA BABU, J.

( 1 ) THE petitioner is a member of the Bangalore Stock Exchange Limited (hereinafter, for short, referred to as the 'stock Exchange' ). One T. S. Gopalakrishnan (6th respondent) lodged a complaint to the effect that the petitioner fraudulently prepared a contract in collusion with one Ramachandra, the then Assistant General Manager, collected an amount of Rs. 2,25,000/- directly from C. R. Thimmaiah and the balance of Rs. 2,75,000/-from the Defaults Committee. The petitioner denied all these allegations. The Council of Management of the Stock Exchange requested Sri P. Srinivasan-1st respondent herein and Sri S. S. Naganand to go into the allegations and make a report thereto, in its meeting held on 22-12-1993. The 1st respondent and Sri Naganand are stated to have made a report that there is substance in the allegations contained in the complaint and asked the Council of Management to proceed further in the matter. However, later on this proceeding was sought to be recorded in a different manner. Originally, it had been recorded at Subject No. 2. 2. 4 that based on the records verified by them, they felt that there is a prima facie case to be investigated and the charges have to be framed and placed before the Disciplinary Committee. Since they are also members of the Disciplinary Committee, they cannot investigate and do the job of presenting a report. Sri Naganand felt that they as Council Members will not be able to act and some independent person with necessary machinery should investigate the matter. The report of the meeting was re-cast later on to read as follows:"mr. P. Srinivasan stated that he and Mr. S. S. Naganand had gone through the complaint and replies thereto received by the President. They felt that preliminary investigation should be made to ascertain whether there was a prima facie case against any member of the exchange; if such a prima facie case was made out charges were to be framed and served on the person concerned. If the persons concerned deny all or any of the charges, the memorandum of charges and the reply should be forwarded to the Disciplinary Committee for a detailed enquiry into the charges. The Council or the President should nominate a Presenting Officer to present the case against the person charged before the Disciplinary Committee. Since he would have to hear the matter as Chairman of the Disciplinary Committee, if the matter reaches there, Mr. P. Srinivasan expressed his inability to undertake the preliminary investigation. The Council will have to nominate somebody else to conduct the preliminary investigation and if considered necessary, frame charges. If such charges are framed, Council will have to appoint a Presenting Officer to present the case before the Disciplinary Committee. "thereafter one B. S. Venkatanarasiah and P. K. Rungta were asked to investigate into the complaint of Gopalakrishna agaiist the petitioner regarding the claim made by him in the defaults account of M/s. S. D. Shah. The said two persons made a report that there is substance in the allegation made by Sri Gopalakrishna, (on) 17-12-1993 and there existed a prima facie (sic) and that the matter has to be examined in the light of the facts gathered by them and indicated what other information will have to be gathered and in what manner the Disciplinary Committee may proceed.

( 2 ) THE meeting of the Council of the Stock Exchange was scheduled to be held on 25-5-1994. The petitioner wrote a letter to them on 23-5-1994 stating that certain persons are biased against him and those persons should not be present at the time of consideration of the report submitted. The Council of Management of the Stock Exchange referred the matter to the Disciplinary Committee. The Stock Exchange proposed to institute an enquiry against the petitioner and C. R. Thimmaiah under Bye-laws 356a, r/w 356b and 356c of the Stock Exchange. The petitioner raised certain preliminary objections regarding constitution of t












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