Gaurav Aggarwal vs Institute Of Chartered Accountants Of India (Icai) & Ors.
- Court
- Delhi High Court
- Case type
- Writ Petition Civil
- Decided on
- 16-03-2026
$~122
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ W.P.(C) 17170/2025, CM APPL. 70626/2025, CM APPL.
70628/2025, CM APPL. 74997/2025 and CM APPL. 81802/2025
Date of Decision : 16.03.2026
IN THE MATTER OF:
GAURAV AGGRAWAL
S/O SH. CHATAR BHUJ AGGRAWAL,
RESIDENT 206-207, THIRD FLOOR,
POCKET 2, SECTOR 22, ROHINI,
DELHI - 110086
.....Petitioner
( Through: Dr. J.K.Mittal, Ms.Vandana Mittal, Mr.Mukesh
Choudhary, Advocates. )
Versus
INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA
(ICAI)
THROUGH ITS SECRETARY
ICAI BHAWAN
INDRARASTHA MARG, LP. ESTATE
NEW DELHI - 110002
.....Respondent No.1
NORTHERN INDIA REGIONAL COUNCIL OF
THEINSTITUTE OF CHARTERED ACCOUNTANTS OF
INDIA (NIRC OF ICAI)
THROUGH ITS SECRETARY
ICAI BHAWAN
TH
5 FLOOR, ANNEXE BUILDING,
INDRAPRASTHA MARG, LP. ESTATE
NEW DELHI - 110002
Signature Not Verified
Signature Not Verified
Signed
By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
13:34:02
.....Respondent No.2
SH. JAGJEET SINGH JAGS
CHAIRMAN
NORTHERN INDIA REGIONAL COUNCIL OF THE INSTITUTE OF
CHARTERED ACCOUNTANTS OF INDIA ( NIRC OF ICAI)
ICAI BHAWAN
5TH FLOOR, ANNEXE BUILDING,
INDRARASTHA MARG, LP. ESTATE
NEW DELHI- 110002. .....Respondent No.3
( Through:Ms. Pooja Mehra Saigal, Sr. Advocate with Ms. Vibhooti
Malhotra, Mr bhuvnesh Satija, Mr Yash Baraliya, Mr Aniket
Khanduri, Mr Nivesh Dixit Advocates. .)
CORAM:
HON’BLE MR. JUSTICE PURUSHAINDRA KUMAR KAURAV
JUDGEMENT
PURUSHAINDRA KUMAR KAURAV, J. (ORAL)
1. The petitioner is a Chartered Accountant and a member of respondent
no. 1-Institute of Chartered Accountants of India (ICAI). He was elected as
a member of respondent no. 2-Northern India Regional Council of the ICAI
(Council) for two terms, i.e., 2022-2025 and 2025-2029. In his first term, he
served, additionally, as the Treasurer of the Council. The dispute herein
relates to the removal/vacation of the petitioner as a member of the Council,
as per Regulation 135(3) of the Chartered Accountant’s Regulations, 1988
(‘the Regulations of 1988’) framed under the Chartered Accountants Act,
1949 (‘the Act of 1949’), for allegedly remaining absent from three
consecutive meetings without leave of absence.
2. The petition is, primarily, for setting aside the communication dated
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
13:34:02
06.11.2025 issued by the Council informing the petitioner of the automatic
vacation of his seat as an elected member. The petitioner also seeks
declaration that the meetings of the Council which were held on 15.04.2025,
28.04,2025, 01.05.2025, 08.05.2025, 12.05.2025, and 14.05.2025 as illegal,
setting aside the meeting notice dated 06.11.2025 for convening a meeting
on 13.11.2025, and removal of respondent no. 3 as Chairman of the Council.
3. For the sake of clarity, the impugned email dated 06.11.2025 is
extracted as under:-
“Subject: Vacation of Seat under Regulation 135(3) of the Chartered
Accountants Regulations, 1988
CA. Aggrawal Gaurav
M. No.: 532594
Subject: Vacation of Seat under Regulation 135(3) of the Chartered
Accountants Regulations, 1988
Dear Sir,
This is with reference to The Gazette of India published by Authority No.
54-EL(1)/14/2024dated 27th December, 2024, wherein, in pursuance of the
provisions of sub-regulation (10) of Regulation 134 of the Chartered
Accountants Regulations, 1988 read with Rule 36 of the Chartered
Accountants (Election to the Council) Rules, 2006, the Council of the
Institute of Chartered Accountants of India was pleased to notify for general
information the names of members elected to the Twenty-Fifth Regional
Councils of the Institute. Your name was accordingly notified as a member
of the Northern India Regional Council of ICAI (NIRC).
It is noticed that as per the attendance records and Minutes of meetings of
the Regional Council of NIRC of ICAI, you had remained absent from the
last three consecutive meetings of the Regional Council as well as from
subsequent adjourned meetings without seeking leave of absence as per
details given below:-
Meeting No. &
Name
Date of
Meeting
Remark
s
th
70 Meeting of
RC
15.04.20
25
Absent
st
71 Meeting of 28.04.20 Absent
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
13:34:02
RC 25
st
71 Meeting of
RC
(Adjourned)
01.05.20
25
Absent
nd
72 Meeting of
RC
08.05.20
25
Absent
nd
72 Meeting of
RC
(Adjourned)
12.05.20
25
Absent
nd
72 Meeting of
RC
(Adjourned)
14.05.20
25
Absent
Regulation 135(3) of the Chartered Accountants Regulations, 1988, reads
as under:
“an elected member of a Regional Council shall be deemed to have vacated
his seat on the Regional Council if he absents himself from three
consecutive meetings of the Regional Council without leave of absence.”
Accordingly, please be informed that your seat as an elected member of the
Northern India Regional Council is deemed to have been vacated with effect
from the date of the third consecutive meeting from which you remained
absent without leave of absence as per the aforesaid Regulation.
This communication is issued with the prior approval of Chairman, NIRC of
ICAI”
4. Dr. J.K. Mittal, learned counsel for the petitioner, has strongly
criticised the manner in which the meetings were conducted, and the
petitioner has been removed by the Council. According to him, the fact that
he was informed of the vacation of his seat in the Council after almost six
months from the date on which the last meeting was held, sufficiently
establishes the mala fide intent of the respondents. He also submits that if
the vacation had taken place automatically upon his failure to attend the
meeting on 14.05.2025, there was no reason to retain the information for
almost six months.
5. He further submits that the petitioner was undergoing serious health
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
13:34:02
issues and had communicated on 15.04.2025 to the Secretary of the Council
about his inability to attend the meeting. He also submits that, as a measure
of abundant caution, the petitioner had also informed another member of the
Council and requested him to notify the factum of his absence.
6. Mr. Mittal submits that in terms of Regulation 142(1) of the
Regulations of 1988, the notice for convening meetings is mandatorily
required to be sent to the members at least 14 days before the date of
meeting. He points out that at least three meetings were held within a span
of 30 days, making it impossible for the same to have been held upon
service of adequate notice to the members. He submits that the meetings
were conducted only for namesake.
7. According to him, the affidavit dated 31.01.2026, which the
respondents have filed along with their written submissions cannot be
accepted or relied upon to justify the action of the respondents, in as much
as, it has been signed by eight members, however, as per the certificate of
the Oath Commissioner, only one person i.e., respondent no.3, had deposed
before him. He also submits that there is no record of the deponents being
consulted prior to conducting the meetings. There is no record to indicate
that such consultation took place or as to why it took place. Further, he
submits that on 12.11.2025, this Court directed the production of the original
record, which has not been produced.
8. He has presented the following chart to indicate the timeline, the dates
of the notices, and the dates of the meetings:-
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
13:34:02
Sl. No. Meeting No.
of 2025-26
Meeting No.
NIRC
Council
Date and
time of
notice sent
Date and
time of
meeting
Remarks
st th
1. 1 69 14.02.2025
2:29 PM
28.02.2025
10:00 AM
13 days
notice
attended
nd th
2. 2 70 08.04.2025
7:59 PM
15.04.2025
1:00 PM
6 days
notice
rd st
3. 3 71 19.04.2025
5:16 PM
28.04.2025
3:00 PM
8 days
notice
4. Adjourned
rd
meeting 3
nd
72 30.04.2025
11:36 AM
01.05.2025
3:00 PM
14 hours
notice
5. Adjourned
th
meeting 4
nd
72 01.05.2025
7:55 PM
08.05.2025
3:00 PM
6 days
notice
6. Adjourned
th
meeting 4
nd
72 10.05.2025
6:04 PM
12.05.2025
6:00 PM
1 day notice
nd
72 Notice Not
7. Adjourned
th
meeting 4
14.05.2025
5:00 PM
No Notice
Given
th rd
8. 5 73 06.11.2025
6:17 PM
13.11.2025
4:00 PM
6 days
notice
9. Mr. Mittal also submits that the petitioner was neither given any
notice nor any opportunity of hearing prior to the vacation of his seat, and
therefore, the impugned action is liable to be set aside on this ground alone.
10. He relies on a decision of the Supreme Court in the case of Hukum
1
Chand Shyamlal vs. Union of India , to emphasise that where a power is
required to be exercised by a certain authority in a certain way, it should be
exercised in that manner or not at all. He also relies on a decision of this
Court in the case of Anil Aggarwal vs. Institute of Chartered Accountants
2
of India , to substantiate his argument that the Council has no power to
remove any officer bearer, elected under Regulation 138 of the Regulations
of 1988. He also relies on a decision of the Supreme Court in the case of
1
1976 (2) SCC 128
2
2000 SCC Online Del 57
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
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3
Saketh India Limited vs. India Securities Limited , to argue that while
computing the notice period for the meetings, the date on which the notice
was sent ought to be excluded. He also relies on a decision of the Supreme
4
Court in the case of Opto Circuit India vs. Axis Bank , to submit that the
impugned communication cannot be improved by way of an affidavit.
11. Ms. Pooja Mehra Saigal, learned senior counsel appearing for the
respondents, opposes the submissions on behalf of the petitioner. She
submits that the ICAI had directed the Council, vide email dated 03.04.2025,
to complete its audit and finalisation of accounts for the year ending on
31.03.2025, and the meetings were held in a short span of time to comply
with the said mandate. According to her, the petitioner, despite having been
the Treasurer of the Council for the relevant period of time, had chosen not
to attend the meetings without seeking leave of absence, and therefore, he
must suffer the consequences. It is pointed out that the petitioner had
attended programmes conducted by the ICAI and had taken part in various
public activities during the relevant time period, and therefore, the assertion
that he could not attend the meetings is only an afterthought for the purposes
of the petition.
12. She further submits that there is no violation of the provision under
Regulation 142 of the Regulations of 1988 in scheduling the three meetings.
It is pointed out that meetings may be convened at a notice of not less than
seven days, with the concurrence of any two of the Chairman, Vice-
Chairman and the Secretary. Further, meetings may be held at a shorter
3
1989 (3) SCC 1
4
2021 SCC OnLine SC 55
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
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notice with the approval of the members.
13. She places reliance on the decision of the Supreme Court in K.
5
Narasimhaiah v. H.C. Singri Gowda , and submits that the requirement of
notice of at least fourteen days is not mandatory, considering that the
Regulations provide for convening meetings at a shorter notice, the
requirement is only directory and not mandatory.
th st nd
14. She submits that the 70 , 71 , and 72 meetings were conducted with
the concurrence of the President and the Secretary of the Council, at a notice
of seven days. She places reliance on Section 9 of the General Clauses Act,
1897 and the decision of the Supreme Court in Saketh India Limited in
support of her submission.
15. The delay in communicating the vacation of the petitioner’s seat is
sought to be justified on the ground that the respondents realised that the
petitioner had been absent from three consecutive meetings only around
06.11.2025, when the notice for the next meeting was being sent.
Immediately upon realising the same, the petitioner was informed of the
vacation of his seat, by way of the impugned communication.
16. She places reliance on the decision of this Court in the case of Adish
6
C. Aggarwala v. Bar Council of Delhi , to contend that absence from three
consecutive meetings would entail automatic vacation of the seat. Further,
reliance is placed on the decision of the Supreme Court in Aligarh Muslim
5
1964 SCC OnLine SC 278
6
2003 SCC OnLine Del 1242
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
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7
University v. Mansoor Ali Khan, and it is argued that the principles of
natural justice cannot be read into a statute providing for deemed vacation.
17. Along with the written submissions, on 19.02.2026, the respondents
have also filed an affidavit sworn by respondent no. 3 and seven other
members of the Council. The deponents therein have stated that they were
th st nd
consulted prior to the issuance of notices for the 70 , 71 and 72 meetings
and their approval was obtained for the same.
18. I have heard learned counsel appearing on behalf of the parties and
also perused the record.
Automatic vacation of the seat without notice.
19. Regulation 135(3) of Chapter 7 of the Regulations of 1988 provides
for vacation of seats in the Council. For the sake of clarity, the same is
extracted below, for reference:-
“135. Resignation from Regional Councils
(3) An elected member of a Regional Council shall be deemed to have
vacated his seat on the Regional Council if he absents himself from three
consecutive meetings of the Regional Council without leave of absence.”
20. A bare perusal of the said Regulation would unequivocally indicate
that the seat of an elected member would be deemed to have been vacated if
he absents himself from three consecutive meetings of the Council without
leave of absence.
21. This provision has to be construed strictly as the language of the
statute itself is clear. There is a deeming fiction, which makes this provision
7
(2000) 7 SCC 529
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
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mandatory and workable without being circumscribed by any other
provision. The deemed vacation of the seat under Regulation 135(3) of the
Regulations of 1988 is not dependent upon any adjudication. If, as per the
record of the Council, an elected member found to have absented himself/
herself from three consecutive meetings without leave of absence, the said
provision would automatically operate in its full force. The argument,
therefore, that no notice or opportunity of hearing was given to the petitioner
before his seat was treated to have been vacated, does not hold any water.
Proper notice of meetings.
22. The next issue relates to Regulation 142 of the Regulations of 1988,
which provides for notice of meetings. The said regulation reads as under:-
“ 142. Notice of meeting
(1) The Secretary of the Regional Council shall issue by post or
otherwise notice in writing at least 14 days before the date of the meeting
to every member of the Regional Council:
PROVIDED that if any two of the following namely, the Chairman, the
Vice-Chairman and the Secretary of the Regional Council, consider it
necessary, a meeting of the Regional Council may be convened at a
shorter notice not being less than seven days, or with the approval of the
members of the Regional Council at a still shorter notice.
(2) The notice shall contain the time, date and place of meeting and, as
far as possible, the business to be transacted thereat.
(3) Subject to the provisions of this regulation, the Chairman or any
three members of the Regional Council may ask the Secretary to call a
meeting on a specified date and time.”
23. Notice of meetings must be issued in writing at least 14 days before
the meeting to every member of the Regional Council. However, the proviso
to Regulation 142(1) of the Regulations of 1988 provides that if any two of
the following, namely, the Chairman, the Vice-Chairman and the Secretary
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
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of the Regional Council, consider it necessary, a meeting of the Regional
Council may be convened at a shorter notice not being less than seven days,
or with the approval of the members of the Regional Council at a still
shorter notice.
I. Mandatory nature of the provision under Regulation 142.
24. At this juncture, it is apposite to take note of the decision of the
Supreme Court in Govindlal Chhaganlal Patel v. Agricultural Produce
8
Market Committee , wherein the Court examined the factors for
determining whether a provision is mandatory or directory.
“ 13. Crawford on Statutory Construction (Edn. 1940, Article 261, p. 516)
sets out the following passage from an American case approvingly:
“The question as to whether a statute is mandatory or directory
depends upon the intent of the Legislature and not upon the language
in which the intent is clothed. The meaning and intention of the
Legislature must govern, and these are to be ascertained, not only
from the phraseology of the provision, but also by considering its
nature, its design, and the consequences which would follow from
construing it the one way or the other.”
Thus, the governing factor is the meaning and intent of the Legislature,
which should be gathered not merely from the words used by the
Legislature but from a variety of other circumstances and considerations.
In other words, the use of the word “shall” or “may” is not conclusive on
the question whether the particular requirement of law is mandatory or
directory. But the circumstance that the Legislature has used a language
of compulsive force is always of great relevance and in the absence of
anything contrary in the context indicating that a permissive interpretation
is permissible, the statute ought to be construed as peremptory. One of the
fundamental rules of interpretation is that if the words of a statute are
themselves precise and unambiguous, no more is necessary than to
expound those words in their natural and ordinary sense, the words
themselves in such case best declaring the intention of the legislature.
[Shriram v. State of Bombay, AIR 1961 SC 674 : (1961) 2 SCR 890, 898 :
(1961) 1 Cri LJ 760] Section 6(1) of the Act provides in terms, plain and
precise, that a notification issued under the section “shall also” be
published in Gujarati in a newspaper. The word „also‟ provides an
8
(1975) 2 SCC 482
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KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
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important clue to the intention of the legislature because having provided
that the notification shall be published in the Official Gazette, Section 6(1)
goes on to say that the notification shall also be published in Gujarati in a
newspaper. The additional mode of publication prescribed by law must, in
the absence of anything to the contrary appearing from the context of the
provision or its object, be assumed to have a meaning and a purpose…”
(Emphasis supplied)
25. A perusal of provisions of the Act and the Regulations of 1988
nowhere indicates that Regulation 142, insofar as it requires notice of
fourteen days, seven days, or a shorter period with the requisite approval
before a meeting is held, is merely directory in nature and not mandatory. In
fact, while under Regulation 136 of the Regulations of 1988, no act of the
Council may be called in question merely on account of any vacancy in the
Council or any defect in its constitution, there is no such provision
validating meetings held with inadequate notices.
26. The reliance placed by the respondents on the decision in K.
Narasimhaiah , to contend that the requirement of advance notice of at least
seven days, under Regulation 142 of the Regulations of 1988, is only
directory and not mandatory, is misplaced. In the said case, the Supreme
Court was faced with the question of whether the requirement of three clear
days’ notice for holding a special general meeting under Section 27(3) of the
Mysore Town Municipalities Act, 1951, is a mandatory provision. The
Court noted that under the said provision, normally, meetings were to be
conducted after giving notice of seven clear days to the members, whereas in
extraordinary circumstances, a lesser notice period of three clear days would
be sufficient. The Court also took note of Section 36 of the said Act, which
provided that no resolution of the municipal council would be deemed to be
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KUMAR KAURAV
Signed By:NEHA CHOPRA
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invalid merely on account of non-service of notice upon any member. The
decision in the said case, rendered on the basis of the facts therein, therefore,
is inapplicable to the instant case.
27. In the instant case, Regulation 142 of the Regulations of 1988 clearly
provides that a fourteen days’ prior notice is the rule, and meetings
convened at shorter notices of not less than seven days, or even shorter
notices are an exception. Meetings may only be convened at shorter notice,
upon fulfilment of certain requirements. It is necessary to have the
concurrence of any two of the Chairman, the Vice-Chairman, and the
Secretary for meetings held at notice of not less than seven days, and the
approval of the members for meetings held at a shorter notice than seven
days. Therefore, while the provision under Regulation 142 of the
Regulations of 1988 may not be mandatory insofar as the period of notice is
concerned, the requirements of concurrence of the office-bearers, or the
approval of the members, as the case may be, are mandatory. This is so
because the absence of a member from three consecutive meetings without
leave would entail serious consequences of automatic vacation of his seat. If
the provision requiring fulfilment of certain conditions for convening
meetings at short notice is not read to be mandatory, it would be susceptible
to misuse.
II. Computation of the period of notice.
28. As per the respondents, each of the three meetings from which the
petitioner was absent were held only after notices were issued as required
th
under Regulation 142 of the Regulations of 1988. It is submitted that the 70
nd
and the 72 meetings were conducted at a notice of not less than seven days.
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
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th
The notice for the 70 meeting is dated 08.04.2025, and the meeting is dated
nd
15.04.2025. Similarly, the notice for the 72 meeting is dated 01.05.2025,
and the meeting is dated 08.05.2025. On both occasions, the meetings have
been conducted on the seventh day after the date of the notice.
9
29. The Supreme Court, in Jai Charan Lal v. State of U.P. and Ors. , has
made the following observations:
“5. …It is no doubt true that where the expression is “not less than so many
days” both the terminal days have to be excluded and the number of days
mentioned must be clear days but the force of the words “not earlier than thirty
days” is not the same.…”
30. Although, in the said case, the language used in the statute did not
warrant application of this rule, this Court is concerned with the requirement
of ‘notice of not less than seven days’ under Regulation 142 of the
Regulations of 1988. The aforesaid rule would, therefore, apply in this case,
and the notice period would have to be calculated excluding the date on
th nd
which the notice was sent and the date of the meeting. The 70 and the 72
meetings were, therefore, held at six days’ notice, as the meetings were held
on the seventh day itself.
31. The Supreme Court in Saketh India Ltd. was dealing with
computation of limitation period for filing a complaint under Section 138 of
the Negotiable Instruments Act, 1880. Therefore, the reliance placed by both
sides on the said decision is misplaced.
III. Approval by members for convening meetings at short notice.
32. At this juncture, it is pertinent to note that under Regulation 142 of the
9
(1999) 3 SCC 1
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Regulations of 1988, meetings of the Council may be held at a notice shorter
than of three days, with the ‘approval’ of the members of the Council. A
st
perusal of the minutes of the 71 meeting (Annexure 7 along with the
nd
counter affidavit) indicates that the date for the 72 meeting was agreed to
st
by the members of the Council in the 71 meeting itself. A perusal of the
said minutes indicates that out of eighteen members, ten members of the
st
Council were present at the 71 meeting, and eight members were absent.
33. The respondents have not produced any other document to indicate
nd
approval of the members for conducting the 72 meeting on 08.05.2025.
However, the Act or the Regulations of 1988 nowhere mandate that such
approval has to be in writing. Therefore, despite the lack of any written
nd
approval of the members of the Council for conducting the 72 meeting at a
notice of less than seven days, the same would be valid for the purpose of
Regulation 142 of the Regulations of 1988.
th
34. Insofar as the 70 meeting is concerned, however, the only document
to indicate approval of the members for holding the meeting at a notice of
less than seven days is the affidavit dated 31.01.2026 filed by the
respondents along with their written submissions. A perusal of the minutes
th
of the 70 meeting (Annexure 3 along with the counter affidavit) indicates
that out of the eighteen members of the Council, ten members had been
present. The affidavit dated 31.01.2026, on the other hand, is sworn by eight
of the members.
35. Under Regulation 142 of the Regulations of 1988, meetings may be
held at a notice shorter than seven days, with the ‘approval of the members’.
However, the provision does not lay down the number of members whose
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
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approval is required for the same. The question before the Court, therefore,
is whether the purported approval of eight members of the Council would
suffice for the purposes of Regulation 142.
10
36. The Supreme Court, in Ishwar Chandra v. Satyanarain Sinha , was
faced with the question of determining the quorum for a valid meeting of the
Committee constituted under Section 13 of the University of Saugar Act,
1946. The statute did not provide any minimum number of members who
were required to constitute the quorum for a valid meeting of the
Committee. The Court held that where there is no rule or regulation or any
other provision fixing the quorum, the presence of the majority of the
members would constitute it to be a valid meeting. The relevant portions of
the said decision are extracted below, for reference:
10. …The High Court delved into the correspondence to sustain the
order of the Chancellor on grounds other than those relied upon by him
in that order for dismissing the writ petition in limine which, in our view,
was not justified. It is also not denied that the meeting held by two of the
three members on April 4, 1970, was legal because sufficient notice was
given to all the three members. If for one reason or the other one of them
could not attend, that does not make the meeting of others illegal. In such
circumstances, where there is no rule or regulation or any other
provision for fixing the quorum, the presence of the majority of the
members would constitute it a valid meeting and matters considered
thereat cannot be held to be invalid.
11. This proposition is well recognised and is also so stated in Halsbury's
Laws of England, Third Edition (Vol. IX, p. 48, para 95). It is, therefore,
unnecessary to refer to any decisions on the subject. In the view we have
taken, the appeal is allowed with costs against Respondent 3, the Order
of the Chancellor revoking the appointment of the appellant is set aside
and the appellant is declared to have been validly appointed as Vice-
Chancellor of the Saugar University as from June 22, 1970.”
(Emphasis supplied
)
37. Considering that Regulation 142 does not provide for any minimum
10
(1972) 3 SCC 383
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KUMAR KAURAV
Signed By:NEHA CHOPRA
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number of members whose approval is required, there is no reason not to
apply the aforesaid rule in the instant case. Application of the said rule is
also necessary to avoid an absurd situation, where meetings can be held at
very short notice with the approval of even one member. Considering that
the provision for convening meetings at such short notice is an extraordinary
exception to the rule mandating fourteen days’ prior notice, logic would
require that invoking the extraordinary measure is circumscribed by
stringent preconditions. Therefore, the Court is of the view that for the
purposes of Regulation 142 of the Regulations of 1988, approval for
convening a meeting at a notice shorter than seven days has to be given by a
majority of the members.
nd
38. The 72 meeting, having been approved by ten of the eighteen
members of the Council, was approved by a simple majority. Therefore, the
said meeting was convened in accordance with the provisions of Regulation
th
142. However, insofar as the 70 meeting is concerned, as per the affidavit
dated 31.01.2026, only eight out of the eighteen members of the Council
approved the convening of the meeting. Therefore, the said notice was not
approved by a majority of the members of the Council and is, consequently,
invalid.
39. The petitioner also assails the notice dated 06.11.2025 for the meeting
scheduled for 13.11.2025. It is seen that the meeting is scheduled on the
seventh day from the date of the notice and has purportedly been signed by
the President and the Secretary of the Council. However, the approval of the
members for convening the meeting at a shorter notice than seven days is
conspicuously missing. Therefore, the said meeting is also in violation of
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KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
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Regulation 142 of the Regulations of 1988.
40. Insofar as the prayer for removal of respondent no. 3 as the Chairman
of the Council is concerned, the petitioner has not made out any ground for
the same. Neither has any abuse of power, nor any mala fides , been
established by the petitioner. In fact, the conduct of the petitioner, in
communicating with the Council for other purposes between the impugned
meetings, physically attending programmes conducted by the ICAI, etc.,
would indicate that he was, in fact, not prejudiced by the inadequacy of the
impugned notices. As such, had the requirement of approval of the members
for convening meetings at a shorter notice than seven days not been
mandatory, the petitioner may not have been entitled to any relief.
th
41. In view of the foregoing discussion, the 70 meeting dated
15.04.2025 is hereby declared as having been convened without proper
notice. Consequently, the impugned communication dated 06.11.2025,
whereby, the petitioner has been informed of the vacation of his seat in the
rd
Council, as also the notice of the same date for the 73 meeting scheduled
for 13.11.2025, is set aside.
42. With the aforesaid observations, the instant petition stands allowed.
Pending applications also stand disposed of.
(PURUSHAINDRA KUMAR KAURAV)
JUDGE
MARCH 16, 2026
Nc/amg
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By:PURUSHAINDRA
KUMAR KAURAV
Signed By:NEHA CHOPRA
Signing Date:17.03.2026
13:34:02