A writ petition is maintainable against a private banking company for enforcement of statutory obligations or such obligations of public nature.

ORDER :

The petitioners in these writ petitions are persons who seek to be appointed as Directors in the 2nd respondent Bank which is a private sector banking company incorporated under the Companies Act, 1956.

2. The prayers in W.P.(C).No.19758 of 2021 are as follows;

i. Issue a writ in the nature of mandamus commanding the respondents 2nd, 3rd and 8th to place the petitioner's candidature, before the General Body of the 2nd respondent scheduled to be held on 29.9.2021, under Section 160(2) of the Companies Act, within such time as may be fixed by this Hon'ble Court.

ii. Declare that petitioners have a right under Section 160 of the Companies Act, 2013 to place their candidature before the members during the AGM (Annual General Body Meeting) of the 2nd respondent scheduled to be held on 29.9.2021.

iii. Call for the records leading to Ext.P3 and issue a writ in the nature of certiorari quashing Ext.P3.

iv. Declare that the petitioners are fit and proper candidates meeting the criteria laid down by the 1st respondent.

v. Issue such other orders, writs or directions as are deemed fit by this Hon'ble Court.”

3. The prayers in W.P.(C).No.20425 of 2021 are as follows;

1. Direct the 1st respondent, the 13th respondent and the 14th respondent to issue appropriate directions to the 2nd respondent Bank and the 3rd respondent Board to comply with the Corporate Governance requirements while conducting the 94th AGM.

2. Direct 1st respondent and 13th respondent to decide issues raised by the petitioner in Ext.P6 and Ext.P7 and pass appropriate direction if need be.

3. Direct the 1st respondent, the 13th respondent and the 14th respondent to issue appropriate directions to the 2nd respondent Bank, the 3rd respondent Board and the 9th respondent Committee to identify appropriate candidates and place their recommendations before the members during the 94th AGM.

4. Direct the 13th respondent and the 14th respondent to issue appropriate directions to the 2nd respondent and the 3rd respondent to reassess the performance of the petitioner and recommend the petitioner for appointment as Director to be placed before the 94th AGM by way of writ of mandamus.

5. Direct the quashing of the impugned letter dated 20.09.2021 rejecting the application of the petitioner under Section 160 of the Companies Act, 2013.”

4. A preliminary objection was raised regarding the maintainability of the writ petitions. On 29.9.2021, when the writ petitions came up for admission, a learned Single Judge admitted the writ petitions and after considering the decisions in Federal Bank Ltd. v. Sagar Thomas & Ors reported in [(2003) 10 SCC 733] and Sulochana Gupta & Anr. v. RBG Enterprises Pvt. Ltd. reported in [(2020) SCC OnLine KER 4153], held that it is trite law that a writ petition can be entertained even against a private body when it becomes necessary to compel such body to enforce any statutory obligations or such obligations of public nature. This Court found that the writ petitions are instituted for enforcing a statutory obligation of the Bank and found that it is for enforcing obligations of public nature as well. After noting the above findings, this Court held that prima facie, the writ petitions are maintainable. The order passed by the learned Single Judge was challenged in W.A.Nos.1322 of 2021 and 1325 of 2021 by the Bank. By order dated 20.10.2021, the Division Bench noticed that the opinion expressed by the learned Single Judge was only prima facie and after taking note of the submission of counsel on either side that the question of maintainability can be heard as a preliminary issue and decided finally, remitted back the matter for consideration of the question of maintainability of the writ petitions. The writ petitions are placed before me in the above circumstances.

5. Heard Sri P. Chidambaram, Senior Advocate Sri Renjith Thampan, Senior Advocate and Sri Chinmoy Pradip Sharma, Senior Advocate, instructed by Sri Shivshankar R. Panicker, on behalf of the petitioners in W