MALUK MOHAMED Vs. CAPITAL STOCK EXCHANGE KERALA LTD.

JUDGEMENT

(1.) THIS original petition is for a writ for quashing the registration of the first respondent -company under the Companies Act, andthe certificate issued by the Registrar of Companies for commencement of the business, for a direction to the respondents not to grant recognition as a recognised stock exchange, for a direction to respondents Nos. 14 and 15 to investigate exhibit P -2 complaint and to ensure that no trading in securities is done on the floor of the first respondent, and also for a direction to respondents Nos. 11 to 18 to prosecute the offenders.

(2.) THE first respondent is, admittedly, a company registered under the Companies Act. Under Section 12 of the Companies Act, any seven or more persons, or where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of the Companies Act for registration, form an incorporated company, with or without liability. Once the requirements under the Companies Act are satisfied, the Registrar of Companies will have to register the company. The requirements for registration of companies are laid down in Section 33 of the Companies Act and if the Registrar is satisfied that all the requirements have been satisfied, he has to register the company. That is how the first respondent -company was registered on October 12, 1990. After the registration of the company, it cannot do any business without a commencement certificate under Section 149 of the Act. Even borrowings by the company can be done only after the issue of such certificate.

(3.) COUNSEL for the petitioner referred to the decision of the Supreme Court in Shri Anadi Mukta Sadguru S.V.V.S.J.M.S. Trust v. V.R. Rudani, AIR 1989 SC 1607, to contend that a writ would lie even against a private individual if the private individual is vested with a public duty. It is also submitted that a writ has been issued against managers of aided schools on the ground that the schools are financed and teachers are paid from the public fund. When public duty is involved, then to enforce such a duty, writ will lie. But in this case, the first respondent is only a registered company. To enforce the duties and liabilities under the Companies Act, there are adequate provisions in that Act. Public duty will stem only after recognition is given under the Securities Act. Such recognition has not been given yet. The recognition may or may not be given. The authorities which grant recognition are respondents Nos. 11 to 13. The petitioner's case is that, in view of the fact that there is already a stock exchange functioning at Ernakulam, there is no need to have another stock exchange at Trivandrum, and that the persons who operate behind the so -called stock exchange proposed at Trivandrum are not persons suitable to conduct such business. These are matters to be taken before the authorities concerned, viz., respondents Nos. 11 to 13, so that they will be equipped with all information required.