Ashok Bhushan, Ag. C.J.

1. All these cases have been heard together and are being decided by this Common judgment. W.P(C) No.19880 of 2011 in which pleading is complete is being treated as the leading case. Brief facts giving rise to all the above cases are:

2. W.P(C) No.19880 of 2011 (First Commodities Exchange of India Ltd and others v. Union of India and Others) has been filed by three petitioners: first petitioner is the First Commodities Exchange of India Limited, which is a registered Company under the Indian Companies Act, 1956 (for short, “the 1956 Act”) claimed to be represented by its Director, Shri A.A. Haneefa who is also the 2nd petitioner (Petitioner No.2 and 3 claim to be Directors of the Company). In the Writ Petition prayer has been made to quash Ext.P13 notice dated 21.06.2011 issued by the Forward Markets Commission, Ext.P14 show cause notice issued by the Forward Markets Commission to petitioners 2 and 3, Acting Chairman of the Company and CEO and Ext.P15 by which direction was issued by the Forward Markets Commission that Shri P.A.Navas, Shri K.K.Kunji Komu and Shri K.V. Krishna Kumar (respondents 4, 5 and 3, respectively) who have been duly elected Directors as per the procedure followed by the Exchange be taken on the Board of Directors of the Exchange with immediate effect.

3. Background facts leading to issuance of Exts.P13, 14 and 15 are: First Commodities Exchange of India Limited is a Company incorporated under the 1956 Act in the year 2000. The Board of Directors of the Company as per the Articles of Association of the Company consists of (i) two non-retiring Directors nominated by the First Commodities Clearing Corporation of India and Oil Merchants Association. (ii) Five Directors are nominated by the Forward Markets Commission (hereinafter referred to as “the Commission”). (iii) Six Directors are elected from among the shareholders out of which 1/3rd is to retire in each annual general body meeting by rotation. The Directors are of four categories (i) Traders or Brokers (ii) Growers or Cultivators (iii) Processors of Manufacturers and (iv) Banks and Financial Institutions. On 25.11.2010, the Chief Executive Officer appointed a Returning Officer. The CEO on 26.11.2010 issued a notice informing that in the annual general body meeting of the Exchange to be held on 11.12.2010 vacancies arise for the post of three Directors who retire by rotation. Nomination was invited from Equity Members to be elected as Directors. The 3rd respondent filed nomination from Growers Pannel and respondents 4 and 5 filed nominations from Manufacturers' Pannel. One more person, Shri Ketty Cherian also filed nomination. Nomination of Shri Ketty Cherian was rejected by the Returning Officer and by notice dated 03.12.2010 the Returning Officer declared that the nominations of respondents 3, 4 and 5 are valid nominations and they are elected Directors unopposed. On 03.12.2010 the above declaration was also put on web site of the Company. Annual general meeting was held on 11.12.2010. In the minutes of the annual general meeting which was signed by petitioner No.3 as the Acting Chairman and put in the website it was mentioned that nominations of respondents 3 to 5 are not being treated as valid since such nomination along with the prescribed fee of Rs.500/- specified in Section 257 of the 1956 Act should have been deposited not less than 14 days before the meeting.

4. After the above minutes were put on the website, 57 shareholders of the Company out of total of 93 filed a complaint before the Commission on 07.01.2011 raising serious objection regarding the minutes of the annual general body meeting as issued by the 3rd petitioner. The complaint alleges that in the meeting dated 11.12.2010 election of three Directors, respondents 3, 4 and 5 was approved and they were taken in the Board and further, against petitioners 2 and 3 serious objections were raised that they have not remitted the share amount within time, hence