IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT : THE HON'BLE THE CHIEF JUSTICE MR.J.CHELAMESWAR & THE HONOURABLE MR. JUSTICE P.R.RAMACHANDRA MENON THURSDAY, THE 14TH OCTOBER 2010 / 22ND ASWINA 1932 WA.No. 1780 of 2010 ----------------------- AGAINST THE JUDGEMENT IN WPC.25700/2010 Dated 14/09/2010 .................... APPELLANTS/3RD PARTIES: ------------------------------ 1. MR.KURIAN THOMAS S/O.LATE THOMAS ELLICKAL AGED 45 YEARS, ELLICKAL HOUSE,KARIMBAM POST, THALIPARAMBA, PIN-670 142. 2. MR.KURIAN P.S,S/O.LATE SIMON, AGED 39 YEARS,PULICKAPPANAPTU HOUSE,KOOTTUMUGHAM POST, SREEKANDAPURAM, KANNUR,PIN-670 631. 3. MATHAI N.K,S/O.LATE KURIAN, AGED 60 YEAR S,NANTHIKATTU HOUSE,PAYYANOOR POST, SREEKANDAPURAM, KANNUR. BY ADV. SRI.DEVAN RAMACHANDRAN SRI.K.M.ANEESH RESPONDENTS/WRIT PETITIONER AND RESPONDENTS 1 TO 3 IN WPC. ------------------------------------------------------------------------------ 1. VYSHAK INTERNATIONAL HOTEL(P) LTD. HOSPITAL ROAD, PAYYANNUR-670 307,REPRESENTED BY MANAGING DIRECTOR, SRI.K.T.MATHEW, 2. THE REGIONAL DIRECTOR, INDIA TOURISM, SOUTHERN REGION, 154, ANNA SALAI, CHENNAI-600 002. 3. THE DIRECTOR, DEPARTMENT OF TOURISM, GOVERNMENT OF INDIA, C-1,HUMENTS, DALHOUSIE ROAD, NEW DELHI-110 011. WA NO.1780 OF 2010 - 2 - 4. JOSE P.K.S/O CHACKO, PATHIYIL HOUSE, PADIMARUTHU PO, AANANDASRAMAM(VIA)KASARAGOD-671 631. R1 BY ADV. SRI.A.MOHAMED MUSTAQUE R2 & R3 BY SRI.T.P.M.IBRAHIM KHAN, ASST. SOLICITOR GENERAL THIS WRIT APPEAL HAVING COME UP FOR ADMISSION ON 14/10/2010, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING: J.Chelameswar, C.J. & P.R.Ramachandra Menon, J. ------------------------------------------ W.A. No. 1780 of 2010 ------------------------------------------ Dated this the 14th day of October, 2010 JUDGMENT J.Chelameswar, C.J. This is an appeal filed with the leave of this Court by three persons who are not parties to W.P.(C) No.25700 of 2010. 2. The said writ petition was filed by a Private Limited Company called 'Vyshak International Hotel (P) Ltd.'. Since the said Company is a body corporate, proceedings were initiated by one Sri.K.T.Mathew claiming to be the Managing Director of the said Company. The writ petition itself was filed with the prayers as follows: “(i) issue a writ of mandamus or such other writ directing 1st and 2nd respondents to consider and pass orders on classification of petitioner's hotel into three star category. (ii) issue a writ of mandamus or such other writ directing 1st and 2nd respondents to classify petitioner's hotel as three star category. W.A. No.1780 of 2010 - 2 - (iii) grant such other reliefs as this Hon'ble Court may deem fit and proper as on the facts and circumstances of the case.” 3. The said writ petition was allowed directing the first respondent in the writ petition to issue reclassification certificate based on the recommendation of Hotel and Restaurant Approval and Classification Committee (South) within seven days from the date of production of a copy of the said judgment. 4. The appellants herein claim to be the shareholders of the abovementioned Vyshak International Hotel (P) Limited Company. They dispute the fact that the abovementioned K.T.Mathew is the Managing Director of the said Company and therefore preferred the instant appeal on the ground that the writ petition was filed by a person who is legally not competent to represent the Company. Such a dispute which, in our opinion, cannot be gone into and decided in this appeal, firstly for the reason that it involves adjudication into disputed questions of fact requiring evidence to be taken which procedure is not normally undertaken by this Court in exercise of the jurisdiction W.A. No.1780 of 2010 - 3 - under Article 226 of the Constitution of India. Secondly, a more convenient forum for adjudication of such disputes is available under law, i.e. the Company Law Board, functioning under the provisions of the Companies Act. 5. We are informed at the Bar that the appellants herein have already approached the Company Law Board seeking a declaration that the abovementioned K.T.Mathew is not legally entitled to claim to be the Managing Director of the said Company, along with certain other reliefs, details of which may not be necessary for the present case. 6. Having regard to the nature of the reliefs sought in the writ petition from which the instant appeal arises and also the nature of the direction given by the judgment under appeal, we are of the opinion that the direction enures to the benefit of the Company - a body corporate. The rights and obligations of a body corporate are distinct from its share holders. In a legal proceeding for the establishment of the right of a body corporate, whether such a body is represented by a competent W.A. No.1780 of 2010 - 4 - person or not can always be the concern of those who dispute the claims of the body corporate. But normally makes no difference to the members/shareholders of such body corporate when the proceedings are in favour of the corporation. Looked at the said angle the instant appeal is a futile exercise in law. 7. However, Sri.Devan Ramachandran, learned counsel appearing for the appellants submits that in view of the pendency of the dispute before the Company Law Board wherein the right of the abovementioned K.T.Mathew to represent the Company as its Managing Director is one of the issues to be adjudicated, the fact that the abovementioned K.T.Mathew pursued the litigation by way of W.P.(C) No.25700 of 2010 claiming to be the Managing Director of the Company may have an adverse influence on the decision of the Company Law Board. 8. Heard Sri.A.Mohamed Mustaque, learned counsel who represented the first respondent herein/writ petitioner which in turn means instructed by Sri.K.T.Mathew. W.A. No.1780 of 2010 - 5 - 9. In the light of the abovementioned facts, we are of the opinion that the writ appeal itself can be disposed of with the following directions: The judgment under appeal does not require any interference on the merits of the decision. We make it clear that the fact that such a judgment came to be rendered in the writ petition filed by Vyshak International Hotel (P) Limited Company factually represented by Sri.K.T.Mathew claiming to be its Managing Director shall not influence the decision on the question whether the abovementioned K.T.Mathew is legally entitled to be the Managing Director of the said Company. With the above, the writ appeal is disposed of at the admission stage. J.Chelameswar, Chief Justice P.R.Ramachandra Menon, Judge vns