The Board of Directors of a Company holds the authority to determine service conditions, including retirement age, without mandatory state approval.

JUDGMENT :

Syam Kumar V.M., J.

This Writ Appeal is filed challenging the judgment dated 07.04.2025 of the learned Single Judge in W.P.(C) No.11049 of 2024. Appellants were the petitioners in the said W.P. (C).

2. The W.P.(C) was filed seeking a declaration that the appellants/petitioners, who were working in Kerala Feeds Ltd., a State Government undertaking, are entitled to continue in service up to 60 years of age in view of the Board Meeting of the Company held on 14.01.2022 which decided to recommend to the Government for approval of enhancement of retirement age of employees from 58 years to 60 years. Issuance of a writ of mandamus directing the 1^st respondent State Government to act on Ext.P4 letter forwarding the representation of trade unions and the board resolution requesting such enhancement of retirement age within a specified time and until then to retain the appellants in the service of the 2^nd respondent was also sought in the W.P. (C).

3. The learned Single Judge disposed of the W.P.(C) vide the impugned judgment inter alia holding that the appellants do not have any legal or fundamental right to continue the employment beyond the age of superannuation prescribed under the relevant Service Rules, which is 58 years, unless the Rules are amended and it was also held that since as of now the age of retirement of the appellants is 58 years, their continuation beyond 58 years is totally illegal. The W.P.(C) was disposed of with a direction to the State Government to decide on the relevant representation forwarded within a period of 6 weeks after the matter was examined by the expert committee, which had been constituted by the State Government for the purpose. Aggrieved by the judgment, this Writ Appeal is filed.

nd respondent. Sri.Sunil Kumar Kuriakose, Government Pleader, was heard on behalf of the State. 5. The learned Senior Counsel for the appellants submitted that the judgment of the learned Single Judge is hit by error apparent on the face of the record, in failing to recognize the legal effect and binding nature of the Board resolution of the 2^nd respondent dated 14.01.2022. It is contended that the Board of Directors under clause 30A of the Articles of Association of the 2^nd respondent Company is vested with the power to determine service conditions of employees including the age of superannuation as under Section 179 of the Companies Act, 2013 . The learned Single Judge failed to take note that the Memorandum of Association and Articles of Association of the 2^nd respondent do not mandate prior approval of the State Government for effectuating service related decisions taken by the Board. It is contended that the Board of the 2^nd respondent functions as the supreme executive body of the Company and the power to regulate the terms of employment is conferred on it by the Articles. The learned Single Judge, it is submitted, had proceeded on the erroneous assumption that the Government approval is essential for implementing the resolution whereas such approval is neither statutory required nor mandated. Reliance is placed on Section 179 of the Companies Act, 2013 concerning the powers of the Board which stipulates that the Board of Directors of a Company shall be entitled to exercise all such powers and to do all such acts and things as the Company is authorized to exercise and do and sub-section (4) stipulates that nothing in the said section shall be deemed to affect the right of the Company in general meeting to impose restrictions and conditions on the exercise by the Board of any powers specified in the said section. Reliance is placed on the dictum in R.Kavirajan and others v. Kerala State Beverages (M&M) Corporation Ltd.