JUDGMENT

A.K. Sikri, J.

1. The Chartered Accountants Act, 1949 was enacted by the Parliament with the purpose of regulating the profession of Chartered Accountants. Under this Act, Institute of Chartered Accountants of India (ICAI) has been set up and, thus, it is a statutory body. It is given the prime function of regulating the profession of Chartered Accountants. It also lays down accounting and auditing standards which are to be followed by all enterprises. The ICAI has set up the Petitioner No.1, namely, ICAI Accounting Research Foundation (hereinafter referred to as the 'Petitioner Foundation'). The main objective of this Foundation is to make it an academy for imparting, spreading and promoting knowledge, learning education and understanding in the various fields relating to the profession of Accountancy, like accounting, auditing, fiscal laws and policy, corporate and economic laws and policies, economics, financial management, financial services, capital and money markets, management information and capital systems, management consultancy services and allied disciplines. It is formed as a company and was registered on 14.1.1999 with the Registrar of Companies, Delhi vide Registration/Incorporation Certificate bearing No. 55-97935/1998-99 issued under Section 25 of the Companies Act, 1956. It is, thus a deemed company and is having the status of an Academy.

2. The objectives of the Petitioner Foundation are set out in clause (III-A) of its Memorandum of Association and the relevant clause there of reads as under:

"To conceive, establish, promote, sponsor, take over, own, run, administer, operate, maintain, equip and control an academy for the purpose of imparting, dissemination, spreading and promoting knowledge, learning, education and understanding in the fields of accounting, auditing, fiscal laws and policy, corporate and economic laws and policies, economics, financial management, financial services, capital and money markets, management information and control systems, management consultancy services and allied disciplines by any means whatsoever including -

(i) Conceiving, formulating, undertaking, conducting, fostering, aiding, promoting and providing facilities for prosecuting, core, fundamental, empirical, applied and other kinds of research work and projects and studies, either on its own or jointly or in collaboration with or at the instance of other persons and entities.

(ii) Conceiving, organizing, holding, conducting and sponsoring training programmes, study courses, lectures, meetings, workshops, seminars, conferences and symposia either on its own or jointly or at the instance of other persons and entities and also instituting and establishing awards, aid, scholarships and fellowships.

(iii) Conceiving, preparation, bringing out, printing and publishing either on its own or through or in collaboration with other persons and entities, papers, periodicals, magazines, books, journals either through print or any other media.

(iv) Starting, establishing, running, maintaining and providing library and electronic database and exchange facilities and other information services."

3. Clauses (v) and (vi) of the Memorandum of Association specifically provide that income and property of the company shall be applied solely for promotion of its objectives and no portion thereof shall be paid, directly or indirectly, by way of dividend, bonus or otherwise by way of profit to the members. Even remuneration or other benefit in monies is not to be given by the company to any of its members, whether officers or servants of the company or not, without the previous approval of the Central Government. Likewise, members are not to be appointed to any office under the company which is remunerated by salary, fees or in any other manner, without the previous approval of the Central Government. Even the alteration in the Memorandum of Association or Articles of Association of the company is not permitted without submitting