Company Law Board
National Textile Corporation (Uttar ... vs Swadeshi Polytex Ltd. And Ors. on 2 December, 1997
Equivalent citations: [1998]92COMPCAS315(CLB)
ORDER
A. R. Ramanathan, Member
1. This petition under Section 167 of the Companies Act, 1956 (hereinafter called "the Act"), was filed on October 7, 1997, by National Textiles Corporation (U. P.) Limited, having its registered office in Kanpur against Swadeshi Polytex Limited having its registered office in Ghaziabad, U. P. (hereinafter called "the company").
2. The petitioner-company is a shareholder of the respondent and the shareholding pattern of the respondent-company is as follows :
(a) N.T.C. (U.P.) Ltd.
33.63 per cent.
(b) Financial institutions 15.33 per cent.
(c) Swarup group 23.66 per cent.
(d) Public sector banks 00.16 per cent.
(e) Public shareholders 27.22 per cent.
Total 100 per cent.
3. The paid-up capital of the company is Rs. 390 lakhs, divided into 39 lakh shares of Rs. 10 each fully paid. The petitioner is a Government company registered under the Act and 95.46 per cent, of its share capital is held by NTC Ltd., New Delhi, which again is a Government of India undertaking registered as a company under the Companies Act.
4. The facts as contained in the petition are that the board of directors of the company consisted of seven directors, three representing NTC (U.P.) Limited and three representing the Swamp group and one nominee director of the IDBI.
5. Shri P. N. Vedanarayanan, IAS (Retd.), is the Chairman and Managing Director (CMD) of the company stated to be nominated by NTC (U.P.) Limited for a period of three years from August 17, 1994, to August 16, 1997. According to the petitioner-company's communication dated August 13, 1997, to the CMD of the company the latter would vacate office as CMD on completion of his term of three years and he would cease to be CMD from August 17, 1997. It was also communicated in the letter that it has been decided to withdraw his nomination as a director of the company with effect from August 17, 1997. In the agenda for the board meeting to be held on August 14, 1997, a letter dated July 18, 1997, received from the Swarups wasvalso included. According to the petition even though this letter was available with the company earlier it was sent to the directors only on August 12, 1997. The letter under reference contained a proposal from the Swarups for reappointment of Shri P. N. Vedanarayanan for a term of two years with effect from August 17, 1997. The origin of the present dispute therefore is the question of appointment of the CMD of the company.
6. At the board meeting held on August 14, 1997, it is stated that the Swarup group with a view to wrest control of the company with premeditated plan introduced a resolution in collusion with Shri P. N. Vedanarayanan proposing extension for a further period of two years for the CMD. The move was opposed by the nominees of the NTC. It is further stated that the accounts for the year 1996-97 were approved at the meeting held on August 14, 1997, and the nominee directors of the NTC insisted vide their letters dated August 21, 1997, and August 22, 1997, that the annual general meeting should be held within the statutory period, namely, by September 30, 1997. They also made it clear that on August 14, 1997, there was no decision to postpone the annual general meeting. It is alleged that the company secretary and other officers by fabricating the minutes showed as if the board decided on August 14,1997, to postpone the annual general meeting and also requested the Registrar of Companies, Kanpur, for extension of three months period. According to the petition the entire exercise and motive behind not holding the 27th annual general meeting is to give legitimacy to the illegal reappointment of Shri P. N. Vedanarayanan as CMD for a further period of two years. In view of the above the petitioners prayed for orders under Section 167 directing the respondent-company to hold the 27th annual general meeting and to also appoint a nominee of the NTC or the CLB as chairman to conduct the proceedings of the annual general meeting.
7. After the filing of the petition an application for a consequential direction was also filed on November 3, 1997, stating that the nominee directors of the NTC on the board of the company have received a certain draft resolution dated October 21, 1997, in circulation from which it is seen that the company has proposed to hold the 27th annual general meeting on December 5,1997. The petitioner in turn has given a requisition under Section 188 of the Act as a member's resolution for removing Shri P. N. Vedanarayanan as a director. An apprehension was also expressed that the meeting may be postponed to avoid removal. Therefore, the prayer in the petition was reiterated for further directions for incorporating resolutions for which notice has been given by the petitioner.
8. A reply has been filed on behalf of the respondent-company both against the petition as well as the application filed on November 3, 1997. The reply has raised the following preliminary objections :
(a) The petitioner is aware before filing the petition that the company has already fixed December 5, 1997, as the date for holding the annual general meeting which fact has been kept back from the Company Law Board.
(b) The petition has concealed vital facts and misrepresented that no petition or suit with regard to the annual general meeting is pending before any court or authority. In fact the petitioner has along with others filed Suit No. 1957 of 1997, before the High Court of Delhi in which the proceedings of the board meeting of August 14,1997, have been challenged'. According to the respondent the resolution for holding the annual general meeting was considered and it was decided to postpone the annual general meeting up to December 31, 1997, for which the required permission from the Registrar of Companies, Kanpur, was also to be applied for. This fact has been concealed by the petitioner.
(c) The petitioner is seeking to achieve a change of CMD in the garb of an application under Section 167. The allegations in this regard are the same as contained in the suit before the Delhi High Court.
(d) The petition has not been filed in the interest of the company but to achieve some mala fide object, namely, to remove Shri P. N. Vedanarayanan. The appointment of Shri P. N. Vedanarayanan is already the subject-matter of the suit.
(e) The petition is mala fide for misjoinder of parties since it has not impleaded other directors, the CMD as also the Secretary who are all in the know of the matter and would be able to assist the Bench.
(f) The shareholders of the company have reposed confidence in the CMD and appointed him for three years which cannot be upset as it would contradict with law and be against the interest of the shareholders. The petition is an abuse of the process of the Company Law Board.
9. On the facts it is stated that on August 14, 1997, the resolution was unanimously passed to postpone the AGM and to seek extension of time from the Registrar of Companies, Kanpur. The Registrar of Companies rejected the permission, since the petitioner had approached the Registrar of Companies and opposed the extension without notice to the company. Thereafter, the company took steps and moved a board resolution by circulation to hold the annual general meeting on December 5, 1997. As per the records, the signatory to the petition was aware on October 5, 1997 itself that there was a resolution for holding the annual general meeting on December 5, 1997. Despite having knowledge of this the petition has been clandestinely moved under the garb of Section 167 to really achieve their ulterior object of removing the CMD for which they tried in the High Court and no relief was granted. It was clearly an afterthought that the NTC decided to challenge the meeting of August 14, 1997, after Shri P. N. Vedanarayanan was duly appointed as CMD for a period of two years.
10. In the reply to the application the respondent-company has reiterated that the petitioner has already moved an application, namely, I. A. No. 9982 of 1997 by which they have sought directions for restraining the respondents from giving effect to the decisions taken by circular resolutions dated October 1, and October 3, 1997. In fact the circular resolution dated. October 3, 1997, inter alia, provides for fixing the date for holding the annual general meeting pursuant to which the annual general meeting is being held on December 5, 1997. In other words, the petitioners are on the one hand seeking to stop the annual general meeting and on the other praying for an order from the CLB for calling the annual general meeting. The petitioner is also guilty of concealment, misrepresentation and misleading of the Board by making false allegations. It is further stated that the present chairman has previously conducted six annual general meetings of the company and there has not been any complaint or doubt about his integrity and impartiality. In fact the board had unanimously appreciated the commendable job done by Shri P. N. Vedanarayanan in conducting six annual general meetings. In view of the above, the prayer for appointment of any other chairman for the annual general meeting is totally uncalled for.
11. During the hearing, Shri Pramod P. Aggarwala, advocate, for the respondent-company produced a copy of the application filed by NTC (U.P.) Limited and others being I. A. No. 9982 of 1997 in which the circular board resolutions were impugned. One of the annexures to the application, namely, a copy of the letter sent to one of the directors representing the NTC duly acknowledged by him indicates that he had knowledge of the fact that the annual general meeting is proposed to be convened on December 5, 1997. According to the advocate, this fact has been suppressed in the petition filed on October 7, 1997, and hence the petition does not deserve any consideration by the CLB.
12. Shri Aggarwala also pointed out that the petitioner is clearly pursuing parallel proceedings inasmuch as the application, namely, I. A. No. 9982 of 1997 before the Delhi High Court seeks an order restraining the respondent-company from implementing the circular resolution which means an order to restrain the respondent-company from holding the proposed annual general meeting. In the same breath, the company is seeking an order from the CLB for convening the annual general meeting and to appoint another chairman for the meeting.
13. Besides the above, the advocate also deprecated the conduct of the petitioner inasmuch as having not disclosed the full facts and also seeking contradictory orders from two parallel forums. He further stated that this petition is a misuse of the process of this Bench which should not be encouraged.
14. Shri A. N. Jayaram, senior advocate, appearing for the company insisted that even though the prayer in the petition is for convening the annual general meeting, after the filing of the petition since the meeting is convened, that part of the prayer can be ignored, but the next part, namely, appointment of an independent chairman may be considered by the Company Law Board. According to him, the powers of the Company Law Board under Section 167 extend to the calling, holding and conducting of the meeting. Since the meeting has been already called the powers can be exercised with regard to the holding and conducting of the meeting. According to him, a petition cannot be thrown out in entirety merely because a part compliance has already been done by the respondents. He also emphasised that since the petitioner is a Government company it is in public interest that the petition should be allowed and suitable directions for the chairmanship of the annual general meeting should be issued.
15. As regards parallel prayers before the High Court and before the CLB he clarified that the real purpose behind the prayers in the application before the High Court is to restrain the additional directors wrongfully appointed from functioning as such and to retain the present directorship of those who are representing the petitioner-company. The intention was not to stop the annual general meeting already convened for December 5, 1997.
16. After the petition, three applications have been filed for impleadment as parties, one from Shri P. N. Vedanarayanan and one from two directors belonging to the Swarup group, namely, Shri Gaurav Swarup and Shri Vivek Singhal. The third application on similar lines was filed by the additional directors appointed on August 14, 1997. All these parties stated that since there are serious allegations against them and proper justice can be rendered only after hearing them, they may be impleaded as respondents. The petitioner had no objection to the impleadment so long as their prayers as contained in the petition are heard. Since certain relevant issues have been raised by these parties, they were allowed to be impleaded as respondents.
17. At the hearing held on December 1, 1997, it was agreed between the parties that the Bench will hear and decide on the preliminary issues including maintainability of the.petition immediately. In case, the petition is found to be maintainable then adjudication will be done before December 5, 1997, i.e., the scheduled date of the annual general meeting on the merits of the petition. Accordingly, arguments were heard on the preliminary issues including maintainability.
18. Shri Pramod Aggarwala for the company and Shri P. V. Kapoor, senior advocate, representing the Swarup group directors challenged the maintainability on the ground that the jurisdiction of the CLB arises only if a default is committed in holding the annual general meeting as required under Section 166. If there is no default then the jurisdiction cannot be invoked. In this connection, it was argued that Section 166 stipulates two conditions for holding a valid annual general meeting, namely, (a) there shall be at least one annual general meeting in each calendar year, (b) there shall not be a gap of more than 15 months between two annual general meetings. In the present case, the annual general meeting scheduled for December 5, 1997, complies with these two conditions and as such, there is no default. Refuting the petitioner's stand that the annual general meeting should have been held by September 30,1997, in accordance with the provisions of Section 210, it was argued that this provision is an independent one and does not relate to the holding of the annual general meeting. It is concerned with the placement of accounts before the annual general meeting that is the accounts should not relate to a period more than six months prior to the date of the annual general meeting. Any default on this count is not a default as contemplated under Section 167 to invoke the jurisdiction of the CLB. In this connection, the relevant notification/clarification issued by the Department of Company Affairs was cited to establish that defaults under Sections 166 and 210 are independent in nature. To superimpose any violation of Section 210 and counting the same as default under Section 166 would be doing violence to the provisions of Sections 166 and 167. It was also submitted that the ancillary relief cannot be insisted upon by giving directions for the conduct of the meeting when the main relief itself cannot be granted due to non-maintainability of the petition.
19. Shri P. V. Kapoor also advanced the following arguments on the preliminary issues and maintainability :
(a) There will be clash of decisions between the High Court and the CLB with regard to the validity of the appointment of the CMD since the same matter has been already raised in the application before the High Court. In this connection, he referred to Order 11, Rule 2 of the Civil Procedure Code to state that the same suit is comprehensive enough to cover all reliefs.
(b) The CLB cannot intervene in the internal management of a company in the proceedings under Section 167.
(c) The petitioner is seeking to misuse the process under Section 167 to achieve what it has failed to achieve through a suit in the High Court.
20. Shri Vipin Sanghi, advocate, present in the court claiming to represent the new additional directors, submitted a legal issue for consideration, namely, that Section 167 contemplates issue of consequential directions only in respect of a meeting called or directed to be called by the CLB in the exercise of the jurisdiction under 167. In the present case, since the board of directors have already called for the annual general meeting, this being not an annual general meeting called by the CLB, no directions could be issued for such a meeting.
21. Shri Kapoor also stated that the law is intended to enforce corporate democracy in the case of default on the part of directors to call the annual general meeting. In the present case, such a situation does not exist at all as the annual general meeting is already called.
22. Shri A. N. Jayaram, senior advocate, appearing on behalf of the petitioner-company, stated that an integrated look should be given to the relevant provisions, namely, Sections 166 and 210 together to understand the entire scheme as contemplated in the law. According to him not only should the two conditions under Section 166 be satisfied, but also since the accounts are completed up to March 31, 1997, in view of the provisions of Section 210(3)(b), the annual general meeting should be held by September 30, 1997. In this connection, he also referred to the respondent-company's averment in the letter to the Registrar of Companies seeking extension of time wherein the company itself had contended that the annual general meeting should have been held by September 30, 1997, Hence, on its own admission the default has been already committed on the date of filing of the petition.
23. As regards the charge of pursuing parallel proceedings with regard to the AGM, he clarified through an affidavit that the prayer in the interim application before the High Court was basically intended for restraining the CMD and other newly appointed directors from acting as such and is not intended to stop the annual general meeting already called for. He also stated that the directors virtually hold control over the affairs of the company and hence a restraint order was sought from the court. He further stated that irrespective of what the High Court may decide on the validity of appointment of the CMD and other directors, the proceedings at the general meeting can be conducted by a totally independent person so that it is fair and free.
24. I have carefully considered the pleadings and the rival arguments advanced by the learned advocates. The issues which arise for consideration as preliminary issues are (a) whether the CLB has jurisdiction in the matter in the facts and circumstances of the case and whether the petition is maintainable, and (b) whether the petitioner is pursuing parallel proceedings on the same issue and seeking the same relief simultaneously from the High Court as well as from the CLB. In order to have a clear understanding on jurisdiction under Section 167, it is necessary to recapitulate the provisions of Section 167 which is reproduced below :
"167. (1) If default is made in holding an annual general meeting in accordance with Section 166, the Company Law Board may, notwithstanding anything in this Act or in the articles of the company, on the application of any member of the company, call, or direct the calling of, a general meeting of the company and give such ancillary or consequential directions as the Company Law Board thinks expedient in relation to the calling, holding and conducting of the meeting.
(2) A general meeting held in pursuance of Sub-section (1), shall subject to any directions of the Company Law Board, be deemed to be an annual general meeting of the company."
25. According to the respondent, the jurisdiction of the Company Law Board arises in the case of default in holding the annual general meeting. The annual general meeting is an opportunity to take stock of the affairs of the company and carry out certain routine business. The objective of this Section is to facilitate an annual meeting of the shareholders through the intervention of the Company Law Board in case the directors fail to hold the annual general meeting in accordance with the provisions of Section 166. Section 166 provides for calling of an annual general meeting which should satisfy two conditions, namely, (a) there shall be an annual general meeting every year, (b) there shall not be a gap of more than 15 months between two annual general meetings. In the present case, admittedly the last annual general meeting was held in November, 1996. Since the next annual general meeting is scheduled for December, 1997, the first condition is satisfied. Further since the gap between the two annual general meetings is less than 15 months, the second condition is also satisfied. In the circumstances, since the wording of Section 167 with regard to default should be reckoned with reference to Section 166, strictly speaking no default has occurred. According to the advocate for the petitioner, however, we have to read Section 166 with Section 210 to understand the whole scheme of the Act with regard to annual general meetings. It is true that if we have to consider Section 210 along with Section 166, the annual general meeting should have been held by September 30, 1997. This is the common understanding which is also reflected in the letter of the company to the Registrar of Companies seeking extension of time up to December 31, 1997. In fact, strictly speaking once a meeting satisfies the two conditions under Section 166, there is no need for extension of time. The extension of time was indeed only to facilitate compliance with Section 210. Moreover, wherever procedural provisions have to be interpreted keeping in view the default and consequent penalties provided in the section, these have to be interpreted strictly. A default under Section 166 strictly has to be therefore related to the two conditions prescribed in that section. A non-presentation of accounts within six months of the closure cannot be interpreted as a default under Section 166 but may be considered as a default under Section 210. Any superimposition of a default under Section 210 while considering compliance under Section 166 will be doing violence to the provisions of Section 166 as rightly observed by Shri Kapoor. Though petitioner's counsel's argument of an integrated view of the scheme of things under law is relevant in the practical implementation of the provisions, on a strict legal interpretation a default under Section 210 cannot be superimposed as a default under Section 166. The clarification by Circular No. 2 of 1985, dated March 25, 1985, read with Circular No. 4 of 1974, dated February 2, 1974, as cited by Shri P. V. Kapoor further confirms this view that the offences under Sections 166 and 210 are two separate offences due to the separate defaults. It is also necessary to note from the provisions of Section 167 that the occurrence of a default is a condition a priori to invoking the jurisdiction of the Company Law Board which is evident from a plain reading of Section 167(1). In the present case, since the meeting called by the board of directors satisfies the two conditions prescribed in Section 166 it is not possible to accept the contention that there is default in holding the annual general meeting. Since I am convinced that no default has taken place the condition for invoking the provisions of Section 167 does not exist
26. Though no case law has been cited by counsel from both the sides with regard to invoking the powers of the Company Law Board which power was earlier vested in the Central Government, a glance through the available case law at least provides two cases where the High Courts of Madras and Kerala have recognised the power vested in the Central Government (now the Company Law Board) to order the calling of an annual general meeting in the case of default in holding the general body meeting. The Madras High Court in Nungambakkam Dhanarakshaka Saswaiha Nidhi Limited v. Registrar of Companies [1972] 42 Comp Cas 632 while dealing with an application seeking to invoke the inherent power of the court observed that "exclusive power is conferred upon the Central Government (now Company Law Board) to permit the calling of a general meeting in the case of default to hold the general meeting notwithstanding anything contained in the Companies Act or in the articles of association of the company". Similarly, the Kerala High Court in R. Prakasam v. Sree Narayana Dharma Paripalana Yogam [1980] 50 Comp Cas 611 has specifically observed while dealing with a petition to exercise jurisdiction for intervention with regard to the conduct of the annual general meeting that "when Parliament addressed itself to the question of prescribing the minimum requirements for an annual general meeting it has also specified the Central Government (now the Company Law Board) as the authority competent to intervene where such requirements are not satisfied". The above two cases though specifically do not deal with default, in terms, recognised that the powers are exercisable in case the two conditions are not satisfied. Hence, I am convinced that the jurisdiction could be invoked only if a default occurs and in the present case since the board of directors has already convened the annual general meeting, the condition a priori, under Section 167 is not satisfied.
27. Another argument of petitioner's counsel is that the default had occurred on the date of filing of the petition and as such the jurisdiction was there when the petition was filed. However, subsequently since the board of directors by a circular resolution has called an annual general meeting he is not pressing his prayer for the CLB calling the annual general meeting but his prayer with regard to the other directions, namely, appointment of an independent chairman could be considered. In this connection, the argument from the respondent's side that the petitioner was aware particularly when the director who signed the petition on behalf of the petitioner-company having received the circular resolution for calling the AGM on December 5, is relevant. In other words, the petitioner is in the know of the fact that the date of the annual general meeting has been already fixed and as such there is no default in convening the annual general meeting. Apart from the knowledge about the date of the meeting, on the date of filing the petition, there was no default at all. A default would arise only on the expiry of the year or on the expiry of the 15 months period from the last meeting. Till any one of these events occurs there cannot be a default and the jurisdiction cannot be invoked. Thus, the petition is undoubtedly premature. This being the case, invoking the jurisdiction where no jurisdiction lies, through a petition under Section 167 cannot be entertained. It is also necessary to record here that what the petitioner is seeking is the incidental orders with regard to the appointment of an independent chairman. In this connection, I am in full agreement with counsel for the respondent-company that due to lack of jurisdiction when the main relief itself cannot be granted there is no question of granting incidental reliefs. A question of incidental relief could be considered if at the time of filing the petition, the cause of action had existed but due to the subsequent action on the part of the respondents, the main relief is not pressed. In the present case, however, even the cause of action on the date of filing of the petition did not exist as no default has been committed. Moreover, the signatory to the petition was himself aware that the annual general meeting has been already called for. Hence, ab initio the cause of action did not exist as there was no default and hence granting incidental relief does not arise due to lack of jurisdiction. I have considered in this connection the contention of the petitioner in the supplementary affidavit that the agenda was finalised only on October 29, 1997. The fact, however, remains that the date of the annual general meeting has been already accepted by respondents as December 5, 1997, and finalisation of the agenda is a mere technicality.
28. In view of my above conclusions, I have no hesitation in coming to a decision on the question of maintainability that the petition is not maintainable as the Company Law Board has no jurisdiction where no default under Section 166 has occurred. The subsequent communication from the Registrar of Companies stating that the extension of time has also been granted under the second proviso to Section 166(1) makes it abundantly clear that there has been no default on the part of the board of directors in calling the annual general meeting of the company. The approval given by the Registrar of Companies covers up the default if any even existing. I am also convinced of the argument of Shri Vipin Sanghi, advocate, that when the meeting is not being called as per the directions of CLB, consequential directions cannot be given for a general meeting called by the directors as this will not be in tune with Section 167 of the Act. Though this argument is not on maintainability as such it is a very relevant legal point which has also to be kept in mind while considering exercise of jurisdiction.
29. The admissibility is also being challenged as a preliminary objection on the ground of parallel proceedings before the Delhi High Court and the CLB on the same issues and with the same reliefs. In this connection, what is specific to note is that the petitioner along with others has filed an interim application, namely, I. A. No. 9982 of 1997 in which the petitioner has sought to restrain the respondent-company from proceeding to implement the decision as per the circular resolutions of 1st as also of 3rd October, 1997, which specifically relates to the calling of the annual general meeting on December 5, 1997. According to the respondents, since a prayer relating to the annual general meeting of December 5, 1997, is before the High Court such a prayer cannot be agitated before the CLB, since there is the possibility of clash of decisions. In this connection, on behalf of the petitioner-company an additional affidavit was filed to state that they have not sought any relief with regard to the holding of the annual general meeting and as such there will be no impediment for the CLB passing an order concerning the annual general meeting. I have considered the rival contentions as well as the prayers before both the forums. The additional affidavit filed before me by the petitioner only clarifies the stand of the petitioner, but does not specifically contain a commitment for withdrawal of the prayer with regard to the annual general meeting in the context of the implementation of the circular resolution dated October 3, 1997. Further, since the suit before the High Court has been filed by not only the petitioner-company but also by certain others it will not be possible for the petitioner-company to withdraw such prayer on its own unless all the plaintiffs therein have withdrawn such prayer. Further, the point raised by Shri P. V. Kapoor with regard to Order 11, Rule 2 of the Civil Procedure Code is also relevant. The suit before the High Court includes the whole of the claim, i.e., a declaration with regard to the validity of the entire resolution passed by a circulation which incorporates also the decision with regard to the annual general meeting. Since such a prayer continues before the High Court any decision that may be taken by the CLB will certainly conflict with the decision of the High Court on the same subject which should be avoided, particularly when the suit is prior to the present petition and the relevant I. A. is stated for hearing before the High Court before December 5, 1997, namely, the scheduled date of the annual general meeting.
30. Further, even the incidental order sought for under prayer "B" in the main petition, namely, the appointment of an independent chairman for the annual general meeting in the place of Shri P. N. Vedanarayanan is based on the averment that he ceased to be the CMD of the respondent-company. Thus, this prayer involves the CLB coming to a conclusion that Shri P. N. Vedanarayanan is no longer the chairman of the company which in turn is a finding on the validity of the decision of the board of directors-dated August 14, 1997, which is the subject-matter challenged before the High Court. As such with the main prayer being given up by the petitioner and the incidental prayer giving room for a possibility of conflict of decisions it would not be proper for the CLB to adjudicate on this matter even if the petition is considered to be maintainable.
31. I have also considered the contentions of Shri P. V. Kapoor, that the CLB may not interfere in the internal management of the company in exercise of jurisdiction under Section 167 and that these proceedings are an abuse of the process of the Bench. Since I have not gone into the merits of the matter, I am not expressing any views on these contentions.
32. I have already come to the conclusion that the petition is not maintainable due to lack of jurisdiction. I am further convinced that since the petitioner has pursued parallel proceeding, I should not go ahead with these proceedings. In view of the above, inevitably the petition has to be dismissed. While dismissing this petition, I have also considered the averment of the advocate for the petitioner that the public interest should be kept in view, since the interest of a Government undertaking is to be protected. In my view, the question of taking cognizance of public interest arises in case any relief is being considered. For the sake of public interest, jurisdiction cannot be assumed where no jurisdiction lies.
Petition dismissed.