Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2025 Supreme(Online)(Ker) 1

IN THE HIGH COURT OF KERALA AT ERNAKULAM
Devan Ramachandran, M.B. Snehalatha, JJ
Binu Surendran – Appellant
Versus
V. Vijayakumar – Respondent
WA NO. 2023 OF 2024|WA NO. 478 OF 2025|WA NO. 482 OF 2025|WA NO. 2024 OF 2024

Advocates:
For the Appellants/Petitioners: Mathew Nevin Thomas, Arun Thomas, Veena Raveendran, Karthika Maria, Anil Sebastian Pulickel, Shinto Mathew Abraham, Kurian Antony Mathew, Leah Rachel Ninan, Karthik Rajagopal, Joe S. Adhikaram, Aparnna S., Noel Ninan Ninan, Adeen Nazar, Neeraj Narayan, Elvin Peter P.J.
For the Respondents: D.Anil Kumar, Neeraj Narayan, S.Biju, R.Harikrishnan (Kambisseril), A.S. Salma, Elvin Peter P.J., P.B. Subramanyan, Sabu George, Manu Vyasan Peter, C.Dinesh, K.P. Prashant, B. Anusree, S.V. Balakrishna Iyer, V.R. Manoranjan

Writ jurisdiction under Article 226 of the Constitution is not maintainable to challenge the internal management or articles of association of an entity not falling under Article 12, as parties must pursue available alternate statutory remedies.

Headnote:(A) Constitution of India - Article 226 - Writ jurisdiction - Maintainability - Challenge to internal management decisions and Articles of Association of a body - Court is not to entertain writ petitions against documents of incorporation of a body that does not fall within the sweep of Article 12 - Aggrieved persons must invoke specific and efficacious alternate statutory processes and remedies. (Para 44)

(B) Companies Act, 1956 - Companies Act, 2013 - Section 462 and 465 - Exemption orders - Transitional provisions of new legislation on orders passed under repealed enactments - The question of whether an entity is governed by a regional non-trading company statute or national company legislation, and the operational status of past exemptions, involves mixed questions of fact and law that must be determined by the competent statutory authority before judicial intervention. (Paras 31, 34, 47)

Facts of the case:
The litigation originated from challenges to the governance structure of a body, specifically regarding its classification under either a regional non-trading companies act or national company legislation. The writ petitioners challenged a historical exemption granted by the central government, which had permitted the body to restrict voting rights in general body meetings to representatives rather than direct members. The lower court had set aside the exemption and the relevant article of association, prompting appeals from both the body and certain members.

Findings of Court:
The court held that it was inappropriate for a writ court to make a conclusive finding on the territorial sweep of the objects of the body or the validity of historical exemptions, as these involve disputed questions of fact. The court emphasized that the matter requires investigation by the competent authority directed by previous judicial interventions, rather than initial adjudication under Article 226.

Issues: The main issues were whether the body is governed by regional legislation or national company law, the continued validity of a 1974 government exemption order under the new 2013 company legislation, and the maintainability of a writ petition challenging the validity of a private body's articles of association.

Ratio Decidendi: The court ruled that constitutional writ jurisdiction cannot be invoked to bypass statutory mechanisms for amending corporate articles. Furthermore, judicial review should not be exercised over the governance structure and territorial scope of an entity where such issues are subject to pending or previous administrative directions, as these fall within the purview of the appropriate regulatory authority.

Result: Appeals allowed; impugned judgments set aside; matter relegated to the competent authority for decision within three months.

Table of Content
1. applicability of companies act versus kerala non-trading companies act. (Para 1 , 5 , 6 , 8 , 12 , 13)
2. determining the territorial scope of the yogam's objects. (Para 7 , 15 , 16 , 17 , 18 , 19 , 20 , 21 , 30 , 31 , 34)
3. judicial deference to statutory authorities per previous high court directions. (Para 22 , 23 , 24 , 25 , 26 , 35 , 37 , 38)
4. maintainability of writ petitions regarding corporate internal governance. (Para 40 , 41 , 42 , 43 , 44 , 45 , 46 , 48)

APPELLANTS/NOT A PARTY TO THE WP:

1 BINU SURENDRAN, AGED 48 YEARS

S/O. SURENDRAN K.N FLAT NO. 9, SARIKA – 4, KALASH

UDAYAN, SECTOR 11, PLOT NO 23, KOPAR KHAIRNE,

MAHARASTHRA, PIN - 400709

2 SUNILKUMAR S., AGED 46 YEARS

S/O. SUKUMARAN D-BUILDING NO-2, FLAT NO. A-201,

VIHIGHAR, MALAXMI CITY D TYPE BUILDING NO 2A, WING ROOM

NO – 203, VIHIGHAR, RAIGARH, MAHARASHTRA, PIN - 410206

SHRI.MATHEW NEVIN THOMAS

SRI.ARUN THOMAS

SMT.VEENA RAVEENDRAN

SMT.KARTHIKA MARIA

SRI.ANIL SEBASTIAN PULICKEL

SHRI.SHINTO MATHEW ABRAHAM

SHRI.KURIAN ANTONY MATHEW

SMT.LEAH RACHEL NINAN

SHRI.KARTHIK RAJAGOPAL

SHRI.JOE S. ADHIKARAM

SMT.APARNNA S.

SHRI.NOEL NINAN NINAN

SHRI.ADEEN NAZAR

RESPONDENTS/PETITIONERS AND RESPONDENTS:

1 V.VIJAYAKUMAR, AGED 67 YEARS

S/O.VELAYUDHAN, VASAVAMANDIRAM, AITHOTTUVA, WEST

KALLADA P.O., KOLLAM DISTRICT SNDP YOGAM MEMBERSHIP

NO.326831., PIN - 691500

2 PATRA RAGHAVAN, AGED 72 YEARS

S/O.T.K.RAGHAVAN, TWINKLE, PATTATHANAM, COLLEGE

JUNCTION, KOLLAM - 690 001 SNDP YOGAM MEMBERSHIP

NO.208648.

3 S.N.D.P YOGAM,

REPRESENTED BY ITS GENERAL SECRETARY, OFFICE OF

S.N.D.P.YOGAM, KOLLAM, PIN - 691 001.

4 GENERAL SECRETARY, S.N.D.P.YOGAM, OFFICE OF

S.N.D.P.YOGAM, KOLLAM - 691 001.

5 UNION OF INDIA,

REPRESENTED BY SECRETARY TO GOVERNMENT, MINISTRY

OF LAW AND COMPANY AFFAIRS, CENTRAL SECRETARIAT,

NEW DELHI - 110 003.

6 STATE OF KERALA,

REPRESENTED BY CHIEF SECRETARY, SECRETARIAT,

THIRUVANANTHAPURAM - 695001.

7 INSPECTOR GENERAL OF REGISTRATION,

VANCHIYOOR, VANCHIYOOR P.O., THIRUVANANTHAPURAM,

PIN - 695 035.

SHRI.D.ANIL KUMAR

SRI.NEERAJ NARAYAN

SHRI.S.BIJU, SENIOR PANEL COUNSEL

SHRI.R.HARIKRISHNAN (KAMBISSERIL)

SMT.A.S.SALMA

SHRI.ELVIN PETER P.J. (SR.)

THIS WRIT APPEAL HAVING COME UP FOR HEARING ON

19.12.2025, ALONG WITH WA.478/2025, 482/2025 AND CONNECTED

CASES, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING:

IN THE HIGH COURT OF KERALA AT ERNAKULAM

PRESENT

THE HONOURABLE MR. JUSTICE DEVAN RAMACHANDRAN &

THE HONOURABLE MRS. JUSTICE M.B. SNEHALATHA

FRIDAY, THE 19^TH DAY OF DECEMBER 2025 / 28TH AGRAHAYANA,

1947

WA NO. 478 OF 2025

AGAINST THE JUDGMENT DATED 24.01.2022 IN WP(C) NO.1385

OF 2021 OF HIGH COURT OF KERALA

APPELLANTS/RESPONDENTS 1 & 2 IN WP(C):

1 ARUVIPURAM S.N.D.P YOGAM

REPRESENTED BY ITS GENERAL SECRETARY, OFFICE OF

S.N.D.P.YOGAM, KOLLAM,, PIN - 691001

2 GENERAL SECRETARY

S.N.D.P.YOGAM, OFFICE OF S.N.D.P.YOGAM, KOLLAM -

691001

SRI.NEERAJ NARAYAN

SHRI.ELVIN PETER P.J. (SR.)

RESPONDENTS/PETITIONERS 1 & 2/RESPONDENTS 1 TO 3:

1 BHAGYADAS. M., AGED 24 YEARS

D/O.MOHANDAS, RESIDING AT SREERAGAM, AITHOTTUVA,

WEST KALLADA P.O., KOLLAM DISTRICT, PIN - 691500

2 DHARMAJAN, AGED 55 YEARS

S/O. BHASKARAN, RESIDING AT SREERAGAM’,

AITHOTTUVA, WEST KALLADA P.O., KOLLAM DISTRICT,

PIN - 691500

3 UNION OF INDIA

REPRESENTED BY SECRETARY TO GOVERNMENT, MINISTRY

OF CORPORATE AFFAIRS, A-WING, SHASTRI BHAWAN,

RAJENDRA PRASAD ROAD, NEW DELHI, PIN - 110003

4 STATE OF KERALA

REPRESENTED BY CHIEF SECRETARY TO GOVERNMENT,

SECRETARIAT, THIRUVANANTHAPURAM, PIN - 695001

5 INSPECTOR GENERAL OF REGISTRATION

VANCHIYOOR, VANCHIYOOR P.O., THIRUVANANTHAPURAM -

695035

SRI.P.B.SUBRAMANYAN

SHRI.S.BIJU, SENIOR PANEL COUNSEL

SRI.SABU GEORGE

SRI.MANU VYASAN PETER

THIS WRIT APPEAL HAVING COME UP FOR HEARING ON

19.12.2025, ALONG WITH WA.2023/2024 AND CONNECTED CASES, THE

COURT ON THE SAME DAY DELIVERED THE FOLLOWING: