- (1.) By this writ petition the petitioner has prayed for issuance of writ of mandamus seeking direct on against the respondents to complete the process of elections of the Directors in Rajasthan Financial Corporation to be elected in pursuance of notice dated September 1, 1990 and to conduct the aforesaid elections of the basis of the voter-list, Ex. 1, after giving credit of 1425 shares to the petitioner for the purpose of his being elected as Director under Section 10(e) read with Section 4(8) Clause (d) of the State Financial Corporation Act, 1951 (hereinafter referred to as "the SFC Act"). A prayer for writ of certiorari was also made for quashing and setting aside the resolution passed in the meeting of the Board of Directors held on September 22, 1990.
(2.) It would be essential to quote certain facts before dealing with the contentions raised in this writ petition. Rajasthan Financial Corporation (hereinafter referred to as "the RFC"), is creation of statute of State Financial Corporation Act, 1951 (hereinafter referred to as "the SFC Act"), and is a body corporated having perpetual succession and a common seal with the power to acquire, or dispose of property and to sue and be sued in the same name. The Board of Directors of the Corporation, in consultation with Reserve Bank of India, and prior sanction of the Government of Rajasthan framed Regulations under Section 48 of the S.F.C. Act. These Regulations came into force with effect from February 7, 1956 and are known as Rajasthan Financial Corporation General Regulations, 1956 (hereinafter referred to as "the Regulations of 1956"). In exercise of the powers under Section 4 of the SFC Act the Government of Rajasthan also promulgated the Rajasthan Financial Corporation (Voting Rights) Rules, 1956 which came into force w.e.f. February 7, 1956. These rules are hereinafter referred to as the Rules of 1956. It is pertinent to mention here that the Corporation had been established w.e.f. January 17, 1955 and its first Board of Directors were nominated in accordance with the provisions of Section 10(a) of the SFC Act. The State Government also fixed the authorised capital of the RFC at a sum of rupees 2 crores in pursuance of the powers given under Section 4 Sub-sections (1), (2) and (3) of the SFC Act and this amount was divided into 2 lac fully paid up shares at a face value of Rs. 100/- each. It was decided that fully paid up shares to the tune of Rs. 1 crores be issued in the first instance and one lac shares so issued in the first instance were distributed as under: Name of Parties Number of Shares. 1. Government of Rajasthan 36,000/- 2. Reserve Bank of India 15,000/- 3. Scheduled Banks, Insurance Companies, Investment Trusts, Co-operative Banks and other Financial Institutions. 39,000/- 4. Parties other than those referred to the items 1,2 and 3 above. 10,000/- Subsequent to the aforesaid distribution the number of shares in category 3 were increased from 39, 000 to 44, 000 i.e., by 5000 and these 5000 shares were reduced from category 4. The petitioner's case is that to the best of its knowledge shares of category 'D' 10,000 or 5,000 have not been issued by RFC in category 4 which is category 'D' under Section 4 Sub-section (3) of the SFC. Act and 5000 shares have not been issued till date.
(3.) The petitioner's case is that RFC published a list of share-holders of class-D of Sub-section (3) of Section 4 of the SFC Act as on March 31, 1990 and the petitioner's name in this list appeared at No. 60. Petitioner holds 5 shares and is entitled to exercise one vote. As mentioned above the first Board was nominated in 1955, but subsequent to that elections were to be held in accordance with law. Section 10 of the SFC Act provides that Board of Directors shall consist of 5 Directors nominated by the State Government, one Director nominated by the Reserve Bank of India, two Directors nominated by Development Bank, three Directors to be elected in prescribed manner by the parties referred to in classes C of Sub-section (3) of Section 4 of the SFC Act, one of whom shall be elected to represent to the Scheduled Banks, another to represent Cooperative Banks and third to represent remaining Financial Institutions and other Institutions. Besides this all one Director to be elected from amongst themselves by the parties referred in Clause 'D' of Sub-section (3)(d) of Section 4 who are share-holders. The elected Directors can hold office for four years or till the successor is elected and is eligible for re-election, but the continuous period could not exceed 8 years after the rotation of elected Directors had begun.;