Summarize the following court judgment. Appeals No. 488 and 489 of 1969. Appeals by special leave from the judgment and order	 dated November 4	 1968 of the Delhi High Court in Letters Patent Appeal No. 30 of 1968. A.C. Mitra	 section Ray	 B.K. Chakravarti	 H.K. Puri and B.N. Kirpal	 for the appellant (in C.A. No. 488 of 1969) and the respondent (in C.A. No. 489 of 1969). Jagdish Swarup	 Solicitor General	 V. C. Mahajan and S.P. Nayar	 for the respondents (in C.A. No. 488 of 1969) and the appellants (in C.A. No. 489 of 1969). 179 The Judgment of the Court was delivered by Shah	 J. The Rampur Distillery Company Ltd. hereinafter called 'the Rampur Company ' is a manufacturer of industrial alcohol. In 194.3 the Rampur Company appointed Govan Brothers its managing agent for 20 years. In July 1946 a group. of persons who may be referred to 'as. the 'Dalmia Group ' assumed control over Govan Brothers. V.H. Dalmia who became Managing Director of Govan Brothers	 besides being a director of a number of other companies	 held important positions in several trade associations. On March 19	 1953	 information was lodged by the Registrar of Joint Stock Companies	 Delhi	 that V. Ii. Dalmia and others had committed offences of criminal breach of trust. By virtue of section 330 of the 	 the manaing agency of the Rampur Company was to expire on August 15	 1960	 unless before that date the managing agent was re appointed for a fresh term in accordance with the provisions of the . On December 10	 1959 the Rampur Company reappointed Govan Brothers	 Managing Agent for ten years with effect from August 15	 1960	 and applied to the Central Government that the extension of the managing agency of Govan Brothers be approved. The Central Government granted extension for five years under section 326 of the with effect from August 15	 1960. In the report of the Commission headed by Mr. Justice Vivian Bose 'appointed to enquire into and report on the working of the 'Dalmia Jain Group of Industries '	 the dealings of V.H. DaImia in relation to the financial affairs of some of the companies of which he was a director was severely criticized. In the view of the Commission	 V.H. DaImia was in the year 1946 47 guilty of grossly improper conduct in relation to several companies of which he was a director. In May 1964 the police lodged criminal proceedings against V.H. Dalmia and 23 others in the Court of the District Magistrate	 Delhi	 charging them with being parties to a "criminal conspiracy having for its objects the commission of criminal breach of trust of the assets of the Dalmia Jain Airways Ltd.	 and committing offences of forgery and falsification of accounts"	 and that criminal breach of trust was committed by them in respect of amounts "running into crores of rupees". The proceedings so instituted are still pending. On September 23	 1964	 the Rampur Company passed another resolution appointing Govan Brothers Managing Agent for five years with effect from August 15	 1965	 and applied to the Central Government to accord approval to the appointment. This appli 180 cation was referred by the Central Government to the Company Law Board which was constituted under section 10E of the 	 with authority to. exercise the powers of the Central Government among others to deal with applications under section 326 of the . The Campany Law Board extended the tenure of Govan Brothers till March 31	 1967. Another application by the Rampur Company dated August 25	 1966 for extension of the term of the managing agency upto August 1970 was rejected by the Board. The Rampur Company then moved a petition in the High Court of Delhi on June 10	 1967	 for an order quashing the decision of the Board and for an order extending the term of the managing agency till March 31	 1970. A single Judge of the High Court granted the petition holding that the managing agent was a private limited company and the reasons for failure to extend the managing agency agreement of Govan Brothers being "entirely personal to V.H. Dalmia" were "completely irrelevant in so far as the affairs of the Managing Agent company or of the petitioner 'Company (Rampur Company) were concerned." In appeal against that order a Division Bench of the High Court observed that where a Managing Agent is a corporate body	 the acts and 'conduct of the Directors of that body become the object of scrutiny in determining whether such a corporate body may be considered to be a fit and p.roper person for appointment or reappointment as Managing Agent	 and that the enquiry must cover all relevant 'activities and actions of the Directors of the corporate body. The High Court accordingly set 'aside the order and remitted the case for a fresh decision. The learned Judge who heard the petition after remand proceeded to dismiss the writ petition. In appeal against the order the High Court observed that in determining whether a person was fit 'and proper to be appointed a managing agent his "acts and activities" in the past cannot be ignored altogether	 and coupled with other circumstances	 may provide a valid ground for not approving an appointment	 but since under section 326(2)(b) the Board has to consider the fitness and propriety of a managing agent at the date of the proposal the Board has also "to take into consideration the subsequent conduct	 acts and activities of the person"	 and the Board having failed to consider the entirety of the "acts and activities" of V.H. Dalmia the opinion formed by the Board was "incomplete" and not "in accordance with the provisions of section 326(2)(b) of the ". The High Court accordingly set aside the order and directed the Board to take into consideration material circumstances	 namely	 the "acts and activities" of V.H. Dalmia during the years subsequent to 1947 in forming the requisite opinion under section 326(2)(3.). 181 Against that order two appeals have been preferred one by the Company Law Board	 and the other by the Rampur Company with special leave. Section 326 of the provides: "(1) In respect of any company to which neither the prohibition specified in section 324 nor applies	 a managing agent shall not be appointed or ' reappointed	 (a) except by the company in general meeting; and (b) unless the approval of the Central Government has been obtained for such appointment or reappointment. (2) The Central Government shall not accord its approval under sub section (1) in any case	 unless it is satisfied (a) that it is not against the public interest to allow the company to have a managing agent; (b) that the managing agent proposed is	 in its opinion	 a fit and proper person to be appointed or reappointed as such	 and that the conditions of the managing agency agreement proposed are fair and reasonable; and (c) that the managing agent proposed has fulfilled any conditions which the Central Government require him to fulfil. " The Rampur Company in a general meeting resolved that the managing agency of Govan Brothers be continued till August 14	 1970	 and applied for the approval of the Company Law Board By sub section (2) of section 326 the Board is enjoined not to accord its approval unless it is satisfied that it is. not against the public interest to allow the Company to have a managing agent	 that the managing agent proposed is	 in its opinion	 	a fit and proper person to be appointed or re appointed as such	 and that the conditions of the managing agency agreement proposed are fair and reasonable. The section uses the present tense. The satisfaction must be with reference to the three conditions existing in praesenti.	 but in adjudging whether a person is fit and proper to be appoint past actings and conduct cannot be ignored. In considering whether a person is fit to be appointed a managing agent the Board is not restricted to a consideration of his acts	 conduct 'and activities proximate to the date of the application: the Board has to consider his acts and activities past and present	 the interest of the share holders and the general interests of the public in allowing 182 the management to be continued by the Directors of the Company and other circumstances which have a heating on the question. The Board apparently restricted itself to the findings recorded by the Commission headed by Mr. Justice Vivian Bose relating to the dealings of V.H. Dalmia with the companies of which he was a director between the years 1945 and 1947. The criticism by the Commission of the conduct of V.H. Dalmia	 suggested that there were serious grounds for complaint against him	 but these observations related to acts and omissions many years before the date on which the application was made. The Board had to consider "whether Govan Brothers is a fit and proper person to be appointed managing agent" on a review of all the relevant circumstances	 the criticism by the Commission	 the progress made by the Rampur Company while under the management of V.H. Dalmia and others since 1946 47	 the interests of the shareholders	 the creditors and of the public generally	 and also that a complaint was pending in a Criminal Court against V.H. Dalmia and others charging them with committing serious offences. The Solicitor General appearing for the Union of India contended that by the use of the expression "in its opinion" occurring in section 326(2)(b) of the 	 it is meant that the subjectice satisfaction of the Central Government is determinative of the question whether the proposed person is fit and proper to be appointed managing agent	 and if the Board reached the conclusion (as it has done in the present case on considerations which are not irrelevant) that Govan Brothers is not a fit and proper person to be appointed managing agent	 the decision based on the satisfaction cannot be challenged before the High Court. The argument is that the existence of the satisfaction as well as the decision reached on that satisfaction are immune from the scrutiny of the Court. We are unable to agree. By sub section (2) of section 326 of the 	 the Central Government is invested with power to decide whether it is against the public interest to allow the Company to. have a managing agent	 whether the person proposed iS fit and proper to be appointed or reappointed managing agent	 whether the conditions of the managing agency agreement proposed are fair and reasonable	 and whether the managing agent proposed has fulfilled the conditions which the Central Government has required him to fulfil. Investment of that power carries with it a duty to act judicially: i.e. to hold an enquiry in a manner consistent with rules of natural jusitice	 to consider all relevant matters	 to ignore irrelevant matters	 and to reach a conclusion without bias	 without predilection and without prejudice. The satisfaction contemplated by section 326 must	 therefore	 be the result of an objective appraisal of the relevant materials. The reason is clear. By Section 326 several restrictions upon the power of the Companies and individuals to carry on business are 183 imposed in the interest of the shareholder	 the creditors	 and in the larger interests cf the public. The order made by the Central Government under section 326 may result in serious detriment of the Company and the proposed managing agent	 but in the larger public interest	 if it is valid	 they have to suffer it. Exercise of the power conferred upon the Central Government is restrictive of valuable: rights of the Company and of the proposed managing agent	 and severely restricts the liberty of contract. The scheme of the section implies investigation and a decision on the matters set out therein. Section 326 lays down conditions by sub section (1)(a) in which the Central Government may override the resolution of the general body of shareholders in certain specified conditions. Upon the Central Government is imposed a duty not to accord approval to the appointment or reappointment of a proposed managing agent in the light of els. (a)	 (b) & (c) of sub section Though the sub section is enacted in form negative in substance it confers power upon the Government subject to the restrictions imposed by els. (a)	 (b) & (c) to refuse to accord approval. Sub section (2) imposes upon the Central Government the duty not to accord approval to appointment or re appointment of a proposed managing agent unless the Government is satisfied that the managing agent is a fit and proper person to be appointed	 that the conditions of the managing agency agreement are fair 'and reasonable and that the managing agent has fulfilled the conditions which the Central Government required him to fulfil. Thereby the Central Government is not made the final arbiter of the existence of the grounds on which the satisfaction may be founded. The satisfaction of the Government which is determinative is satisfaction as to existence of certain objective facts. The recital about satisfaction may be displaced by showing that the conditions did not exist	 or that No. reasonable body of persons properly versed in law could have reached the decision that they did. The Courts however are not concerned with the sufficiency of the grounds on which the satisfaction is reached. What is relevant is the satisfaction of the Central Government about the existence of the conditions in els. (a)	 (b) & (c) of sub section (2) of section 326. The enquiry before the Court	 therefore	 is whether the Central Government Was satisfied as to the existence of the conditions. The existence of the satisfaction cannot be challenged except probably on the ground that the authority acted mala fide. But if in reaching its satisfaction the Central Government misapprehends the nature of the conditions or proceeds upon irrelevant materials	 or ignores relevant materials	 the jurisdiction of the Courts to examine the satisfaction is not excluded. The power in our judgment	 is a quashi judicial power and not ad 184 ministrative: it necessarily implies a duty arising from the nature of the act empowered to be done	 the object for which it is to be done	 the conditions in which it is to be done	 and its repercussion upon the power of the Company	 the shareholders	 the creditors and the general public for whose benefit the power is to be exercised. The Solicitor General appearing for the Board invited our attention to the judgment in The Barium Chemicals Ltd. and Anr. vs The Company Law Board and Others(1). But in that case Hidayatullah and Shelat	 JJ.	 held that the action of the Board under section 237(b) was administrative. Shelat	 J.	 with whom Hidayatullah	 J.	 agreed	 observed at p. 362: "There is no doubt that the formation of opinion by the Central Government is a purely subjective process. There can also be no doubt that since the legislature has provided for the opinion of the government and not of the court such an opinion is not subject to a challenge on the ground of propriety	 reasonableness ' or sufficiency. But the Authority is required to arrive at such an opinion from circumstances suggesting what is set out in sub clauses (i)	 (ii) or (iii). If these circumstances were not to exist	 can the government still say that in its opinion they exist or can the Government say the same thing where the circumstances relevant to the clause do not exist ? . But the expression 'circumstances suggesting ' cannot support the construction that even the existence of circumstances is a matter of subjective opinion. That expression points out that there must exist circumstances from which the Authority forms an opinion that they are suggestive of the crucial matters set out in the three sub clauses. " Sarkar	 C.J.	I. and Mudholkar	 J.	 did not agree with that view. Bachawat	 J. expressed no opinion on the nature of the power conferred by section 237. But in Rohtas Industries Ltd. vs S.D. Agarwal Another(2) in dealing with an application challenging the action of the Company Law Board under section 237(b) of the this Court held that the opinion formed is not open to challenge	 but the circumstances can. The view expressed by Sarkar	 C.J.	 and Mudholkar	 J.	 was disapproved. Some reliance was sought to be placed upon the observations made in Nakkuda Ali vs M.F. De. section Jayaratne(3)	 in which the Judicial Committee observed: (1) (2) ; (3) 185 "After all	 words such as these are commonly found when a legislature or law making authority confers power on a minister or official. However read	 they must be intended to serve in some sense as a condition limiting the exercise of an otherwise arbitrary power. But if the question whether the condition has been satisfied is to be conclusively decided by the man who wields the power the value of the intended restraint is in effect nothing. No doubt he must not exercise the power in bad faith: but the field in which this kind of question arises is such that the reservation for the case of bad ' faith is hardly more than a formality. Their Lordships therefore treat words in reg. 62 'where the Controller has reasonable grounds to believe that any dealer is unfit to be allowed to continue as a dealer ' as imposing a condition that there must in fact exist such reasonable grounds known to the Controller before he can validly exercise the power of cancellation. " In Nakkuda Alli 's case(1) the Controller of Textiles in Ceylon made an order cancelling the appellant 's licence to act as a dealer. The Controller acted under a Defence Regulation which authorised him to cancel a licence "when the Controller has reasonable ground to believe that any dealer is unfit to be allowed to continue as a dealer". In the view of the Judicial Committee a condition imposed "that there must in fact exist such reasonable grounds known to the Controller	 before he can validly exercise the power of cancellation"	 but certiorari to correct the order did not lie	 and there was no other means for obtaining redress. That was a case under the Defence Regulations	 and the Judicial Committee was of the view in our judgment erroneously that the duty to act judicially arises only from an express provision to that effect. It was pointed out and we think rightly by Lord Reid in Ridge vs Baldwin(2) that when an enactment requires an official to have reasonable grounds for the decision	 the law was not so defective that the aggrieved person cannot bring up the decision for review	 however seriously he may be affected	 and however obvious it may be that the official acted in breach of his statutory obligation. Again in Padfield and Others vs Minister of Agriculture	 Fisheries and Food and Others(3)	 the Minister declined to refer a complaint to the Committee of Investigation established under the Agricultural Marketing Act	 1958	 that the price differential worked unfairly against the south east region of England where milk was more valuable and the cost of transport was less and the price of land was high. The Minister informed the applicants that the complaint raised wide issues and which he did not consider suitable (1) (2) [1964] A.C. 40. (3) ; 186 for investigation. He claimed that he had unfettered discretion. The House of Lords remitted the case with a direction that the Minister should consider the complaint. We are	 therefore	 unable to agree that because the exercise of the power depends upon satisfaction	 its exercise cannot be subjected to judicial review the Government being the final arbiter of the conditions in which the power may be exercised. But in dealing with a petition against an order made by the Board under section 326 of the 	 the High Court is not constituted a Court of Appeal over the judgment of the Board. The Court has merely to consider whether in arriving at its decision the Board has restricted itself to the enquiry contemplated to be made and has taken into consideration all the relevant circumstances and that its decision is not vitiated by irrelevant or 	extraneous matters. The High Court was	 therefore	 right in holding that in determining whether Govan Brothers is a person fit and proper to be reappointed managing agent	 the past conduct and actings which Were relevant to the issue had to be taken into account i.e.	 the Board had to consider the entire conduct and actings past and present of the Directors of Govan Brothers before rejecting the petition filed by the Rampur Company. The appeal filed by the Rampur Company must therefore fail. It must	 however be pointed out that the time during which the managing agency of Govan Brothers is to remain in operation is fast running out. The Solicitor General appearing on behalf of the Company Law Board and the Union of India has assured us that with the co operation of the Rarmpur Company	 the Board will take steps to dispose of the application within one month from the date on which the order reaches the Company Law Board. The appeals fail and are dismissed. There will be no order as to costs in this Court. P.K.P.S. Appeals dismissed.

Govan Brothers were since 1943	 the managing agents of the Rampur Company. In May 1964 criminal proceedings which are still pending were lodged against V.H. Dalmia	 the managing director of Govan Brothers	 pursuant to the report of the Bose Inquiry Commission that V.H. Dalmia was in the year 1946 47 guilty of grossly improper conduct in relation to several companies of which he was a director. In September 1964 the company applied for approval under section 326 of the Companies Act of the reappointment of Govan Brothers as managing agents. The Company Law Board approved the extension of the tenure for three years. When approval was sought for another extension till 1970 the Board rejected the application. In considering whether Govan Brothers were "fit and proper" within the meaning of section 326(2) (b) of the Act to be reappointed managing agents the Board restricted itself to the findings recorded by the Bose Commission relating 'to the dealings of V.H. Dalmia with the companies of which he was a director between the years 1945 and 1947. The company moved the High Court by a Writ Petition for an order quashing the decision of the Board 'and for an order directing the Board to extend the managing agency till 1970. The High Court set aside the Board 's order and directed it to take into consideration the entirety of the "acts and activities" of V.H. Dalmia in forming the requisite opinion under section 326(2) (b). The Board and the company preferred appeals to this Court. On the question: (i) whether the decision of the Board under the section based on its satisfaction is immune from the scrutiny of the court and (ii) whether the High Court should have given a direction to the Board to extend the period of the managing agency	 HELD: Dismissing the appeals (i) By sub section (2) of section 326.	 the Central Government is invested with power to decide whether it is against the public interest to allow the company to have 'a managing agent	 whether the person proposed is fit and proper to be appointed managing agent	 whether the conditions of the managing agency agreement proposed are fair and reasonable	 and whether the managing agent proposed has fulfilled the conditions which the Central Government has required him to fulfill. The scheme of the section implies investigation and a decision on the matters set out therein. The power is a quasi judieial power and not administrative: it necessarily implies a duty arising from the nature of the act empowered to be done	 the object for which it is to	 be done	 the conditions in which it is to be done and its repercussion upon the power of the company	 the shareholders the creditors and the general public for whose benefit the power is to be 178 exercised. The satisfaction contemplated by section 326 must therefore be the result of on objective appraisal of the relevant materials because	 exercise of the power conferred upon the Central Government is restrictive of valuable rights of the company and of the proposed managing agent and severely restricts their liberty of contract. The courts are not concerned with the sufficiency of the grounds on which the satisfaction is reached. The enquiry before the court is whether the Central Government was satisfied as to the existence of the conditions in els. (a)	 (b) and (c) of sub section (2) of section 326. The existence of the satisfaction cannot be challenged except probably on the ground that the authority acted mala fide. But: if in reaching its satisfaction the Central Government misapprehends the nature of the conditions or proceeds upon irrelevant materials or ignores relevant materials the jurisdiction of the courts to examine the satisfaction is not excluded	 [182 F H; 183 A E H; 184 A B] Barium Chemicals vs The Company Law Board. [1966] Supp. S.C.R. 311	 Rohtas Industries vs S.D. Aggarwal	 A.I.R. 1969 S.C. 7Q7	 referred to. Ridge vs Baldwin	 ; and Padfield vs Minister of Agriculture; 	 	 applied. The observations of the Judicial Committee in Nakuda Ali vs Jaya Ratne	 that the duty to act judicially arises only from an express provision to that effect disapproved. The section uses the present tense '. The satisfaction must be with reference to the conditions existing in praesenti	 but in adjudging whether a person is fit and proper to be appointed managing agent past actings and conduct cannot be ignored. The Board is not restricted to a consideration of his acts	 conduct 'and activities proximate to the date of the application; it has to consider his acts and activities past and present	 the interest of the shareholders and the general interests of the public in allowing the management to be continued by the directors of the company and other circumstances which have a bearing on the question. [181 G H; 182 A] (ii) In dealing with a petition against an order made by the Board under section 326 the High Court is not constitute.d a court of appeal. The Court has merely to consider whether in arriving at its decision the Board has restricted itself to the enquiry contemplated to be made and has taken into consideration all the relevant circumstances and that its decision is not vitiated by irrelevant or extraneous matters. [186 B D]