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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
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Act, 2013 - Section 462 and 465 - Exemption orders - Transitional provisions of new legislation on orders passed under repealed enactments - The question of whether an entity is governed by a regional non-trading company statute or national company legislation, and the operational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 19TH 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:
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR. JUSTICE DEVAN RAMACHANDRAN &
THE HONOURABLE MRS. JUSTICE M.B. SNEHALATHA
FRIDAY, THE 19TH DAY OF DECEMBER 2025 / 28TH
