In the High Court of Judicature at Madras Dated: 21.2.2008 Coram: THE HONOURABLE MR.JUSTICE S.J.MUKHOPADHAYA AND THE HONOURABLE MR.JUSTICE M.VENUGOPAL Writ Appeal Nos.181 and 182 of 2008 & M.P.Nos.1 and 1 of 2008 Institute of Town Planners of India, rep. by its President, No.4-A, Ring Road, Indhraprastha Road, New Delhi-110 002. .. Appellant in both the Writ Appeals vs. 1. A.Krishna Kumar .. First respondent in W.A.No.181 of 2008 1. S.Rudiramurthy .. First respondent in W.A.No.182 of 2008 2. The Registrar of Companies, rep. by Registrar, 'B' Block, Paryavaran Bhavan, C.G.O Complex, Lodhi Road, New Delhi-110 003. 3. Chennai Metropolitan Development Authority, Rep. by its Member-Secretary, No.1, Gandhi Irwin Road, Egmore, Chennai-600 008. 4. R.Krishnamurthy ..Respondents 2to4 in both the Writ Appeals Writ Appeal Nos.181 of 2008 & 182 of 2008 against the order of this Court dated 7.12.2006 in Writ Petition No.47396 of 2006 and WP.47480/2006. Filed under Article 226 of the Constitution of India directing the first respondent to forbear from approving or according 'No Objection Certificate' to the proposed amendment to the Bye-Law 22 of the Institute of Town Planners of India in pursuant to the Extra-General Body meeting held on 15.1.2006 by the second respondent. For appellant : Mr.S.J.Jagadev For respondents : Mr.D.Srinivasan, ACGSC for R-2 Mr.C.Kathiravan for R-3 Mr.P.H.Aravind Pandian for R-4 https://hcservices.ecourts.gov.in/hcservices/ Common Judgment (The Common Judgment of the Court was delivered by S.J.Mukhopadhaya,J) As in both these Writ Appeals, similar separate orders passed by the learned single Judge are challenged and as common question of law is involved, they were heard together and disposed of by this common judgment. 2. The first respondent in both the Writ Appeals (the Writ Petitioners) preferred the two Writ Petitions, but with similar prayer to issue Writs of Mandamus, directing the second respondent herein, namely the Registrar of Companies, to forbear from approving or according "No Objection Certificate" to the proposed amendment of Bye-law No.22 of the Institute of Town Planners of India, in pursuance of the extra general body meeting held on 15.1.2006 by the appellant herein, namely the Institute of Town Planners of India herein. Further prayer was also made pending the said Writ Petitions to grant an order of injunction restraining the respondents 2 and 3 and the appellant herein from giving effect to the proposed amendment of Bye-law No.22 of the appellant-Institute of Town Planners of India, particularly by giving effect to the same in favour of the fourth respondent herein. 3. The learned single Judge, by the two separate impugned orders dated 7.12.2006 in W.P.Nos.47396 of 2006 and 47480 of 2006, having noticed that the representation had been preferred by the contesting respondent No.1 herein, namely the Writ Petitioners, directed the second respondent-Registrar of Companies, to consider the representation submitted by the first respondent-Writ Petitioners before passing the order with regard to the proposed amendment of Bye-law No.22 and pass orders in accordance with law and on merits, within a period of eight weeks from the date of receipt of a copy of the orders in the Writ Petition. 4. It appears that the aforesaid Writ Petitions were disposed of at the stage of admission without notice to the concerned respondents therein, namely the appellant herein and respondents 2 to 4 herein. This is the reason why the appellant-Institute of Town Planners of India has preferred the present Writ Appeals on one of the grounds that the impugned orders were passed by the learned single Judge without giving opportunity for them to appear. The main plea taken is that in the absence of any provision made in any law to hear any objection before taking a decision for registration of the https://hcservices.ecourts.gov.in/hcservices/ proposed amendment of Bye-law No.22, the learned single Judge ought not to have given such a direction to the second respondent-authority, namely Registrar of Companies. 5. The contesting respondents 2 to 4 in these Writ Appeals, namely the Registrar of Companies, CMDA and one R.Krishnamurthy have appeared in these Writ Appeals. While placing relevant facts to show the manner in which the second respondent-Registrar of Companies and other authorities have proceed to amend the bye-law, learned counsel appearing for the fourth respondent-Krishnamurthy submitted that the amendment having been made illegally, the fourth respondent and the first respondent-Writ Petitioners opposed its registration. It was brought to the notice of the concerned authority not to accept such registration being against the law and for that, representation was also preferred by the first respondent-Writ Petitioners. The learned counsel appearing for the fourth respondent also placed reliance on the letter dated 15.11.2007 issued by the second respondent-Registrar of Companies, NCT of Delhi and Haryana, New Delhi, whereby the first respondent- A.Krishna Kumar (in Writ Appeal No.181 of 2008) has been informed that "as per the documents available in the document file of the company and the MCA Portal, it appears that the company has not filed any form 23 in respect of alteration of Bye Law 22 (since 01.01.2003) with this office." 6. On the other hand, according to the learned counsel for the appellant-Institute of Town Planners of India, they have filed on 6.2.2006 an application under Section 173, 189 and 192 of the Companies Act, in respect of amendment to Bye-Laws and Regulations and not for amendment to Memorandum and Articles of Association under Section 25(8) of the Companies Act, 1956 and in support of the same, the counsel referred to the letter dated 31.10.2007 issued by the Office Secretary (GA) of the appellant-Institute of Town Planners of India. 7. In the present case, as there is a disputed question of fact whether the Bye-law No.22 as stated to have been amended, has been filed and registered with the second respondent- Registrar of Companies, we are not inclined to give any finding in regard to such disputed question of fact. 8. We may only mention that if the case of the second respondent-Registrar of Companies and the first respondent-Writ Petitioners that the appellant-Institute of Town Planners of India has not yet preferred any application in Form No.23 for amendment of Bye-law No22, then, in that case, there is no occasion for the learned single Judge to pass the impugned orders for hearing the objections. In any case, in the absence https://hcservices.ecourts.gov.in/hcservices/ of any statutory provision, merely on asking one or other authority, the learned single Judge, without notice to the contesting respondents in the Writ Petitions, should not have passed the impugned orders. We leave the matter to the second respondent-Registrar of Companies to decide the question whether the appellant-Institute of Town Planners of India have preferred Form No.23 for amendment of the Bye-law No.22 and whether it has been registered and/or to be registered, after taking into consideration the relevant Rules and Laws. 9. In view of the above findings, the impugned orders passed by the learned single Judge in both the Writ Petitions, dated 7.12.2006, are set aside. 10. The Writ Appeals are disposed of with the aforesaid observations. No costs. The Miscellaneous Petitions are closed. Cs Sd/ Asst.Registrar /true copy/ Sub Asst.Registrar To 1. The Registrar, The Registrar of Companies, 'B' Block, Paryavaran Bhavan, C.G.O Complex, Lodhi Road, New Delhi-110 003. 2. The Member-Secretary, Chennai Metropolitan Development Authority, No.1, Gandhi Irwin Road, Egmore, Chennai-600 008. + 1 cc to Mr. P. H. Arvindhpandian, Advocate, SR No.9276 + 1 cc to Mr. S. J. Jagadev, Advocate, SR No.9207/08 + 1 cc to Mr. D. Sreenivasan, Advocate, SR No.9345/08 Writ Appeal Nos.181 & 182 of 2008 SA(CO) SR/29.2.2008 https://hcservices.ecourts.gov.in/hcservices/