IN THE HIGH COURT OF JUDICATURE AT PATNA CWJC No.12743 of 2007 JAI GOVIND SHARMA Versus THE STATE OF BIHAR & ORS ----------- 4. 13.8.2008 This case is squarely covered by a Division Bench judgment of this Court in the case of Kanhaiya Lal Vs. The State of Bihar & ors. reported in 2002 (2) PLJR 553 which is applicable on all fours to this case which relates to a similar certificate proceeding initiated by the same Electricity Board in relation to dues of a Company incorporated under the Companies Act and proceeding against its Managing Director. The law laid down in that case was that even if there were dues of a company which is a corporate entity, it cannot be enforced as against an individual, either, he may be a director or a shareholder as identity of a Director or a shareholder is different and distinct from that of a company specially in the matter of civil liability. A plea of alternative remedy was also considered and after an elaborate discussion rejected. In the present case, it is admitted in the counter affidavit that consumer is M/s Vikramsheela Transformers Private limited, a company incorporated under the provisions of the Act. For the electricity dues of the said Company, the impugned certificate proceedings have been initiated in the name of M/s Vikramsheela Transformers Private Limited through its proprietor Jai Govind Sharma, the petitioner. The petitioner’s objections are two fold – firstly there cannot be a proprietor of a Private Limited Company and secondly, that the dues of a Private Limited Company cannot be realized against him. Thus, the very initiation of the certificate proceeding by naming him was wholly without jurisdiction 2 and as such, in law he is not required to first submit to the jurisdiction of the authority and then suffer his orders and only then to challenge them. The certificate proceeding as against the petitioner being wholly illegal and without jurisdiction, in my view, the writ petition is maintainable straightway without waiting any further or without availing alternative remedy. Learned counsel appearing for the Board placed reliance on another judgment of this Court in the case of Apurva Kumar Vs. The Bihar State Electricity Board & Ors. reported in 2003 (2) PLJR 503. The said judgment has not even noticed the earlier binding precedent as noted above much less referred to it. In my view, the issue as raised by the petitioner in the present case and as decided in the case of Kanhaiya Lal (supra) were also same issues were raised and decided.. In my view, the reliance of the said judgment as placed by the learned counsel for the Board is, thus, of no help. It is curious to note that officers of the Board, who are supposed to be responsible officers and are supposed to know the distinction between a firm and a company i.e. corporate entity. A private limited company has no properitor but they have deliberately made him liable . The certificate court cannot take action against the petitioner naming him as proprietor which is contrary to the facts available with the Board itself. Such action of the respondent-Board cannot be countenanced by this Court. The Board is a State within the meaning of Article 12 of the Constitution and as is bound by Article 14 of the Constitution. By proceeding against the petitioner in the manner in 3 which the Board has proceeded they have clearly acted arbitrarily in conscious disregards to this judgment in the case of Kanhaiya Lal (supra). Thus, their actions are clearly violative of Article 14 of the Constitution. I thus hold that even if the company is to be proceeded against for alleged dues of the Board, the petitioner accept being an officer to represent the company cannot be personally proceeded against in any manner. No action in pursuance of cannot be taken against the petitioner. In the said proceeding the orders and directions issued against the person or the property of the petitioner are, thus, wholly illegal, without jurisdiction, unjustified in law and in fact. The writ petition is , thus, allowed in view of the aforesaid finding and to the extent indicated above. In that view of the matter, annexure-4 in so far as it holds the petitioner personally liable for the dues of the company is quashed. The certificate court is free to proceed against the company as such in accordance with law. The writ petition stands disposed of. Md.S. ( Navaniti Prasad Singh )