Quasi-judicial decision-making bars disciplinary action for mere error absent corruption or extraneous influence in office-shift orders.

An application for shifting a company's registered office under Section 13 of the Companies Act, 2013 read with Rule 30 of the Companies (Incorporation) Rules, 2014 requires the authority to examine reports, objections and statutory criteria, so the function is quasi-judicial rather than purely executive. On that basis, the Delhi HC upheld the Tribunal's view that disciplinary action could not rest merely on an alleged erroneous or negligent order passed in discharge of that function. In the absence of allegations of corruption, extraneous influence, financial irregularity or personal gain, the charge memorandum was unsustainable and the quashing of disciplinary proceedings was left undisturbed.

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Issues: (i) Whether the authority's decision on an application for shifting of a company's registered office under Section 13 of the Companies Act, 2013 read with Rule 30 of the Companies (Incorporation) Rules, 2014 is a quasi-judicial function; (ii) Whether disciplinary proceedings could be sustained against the officer for passing such shifting orders in the absence of any allegation of corruption, financial irregularity, or extraneous consideration.

Issue (i): Whether the authority's decision on an application for shifting of a company's registered office under Section 13 of the Companies Act, 2013 read with Rule 30 of the Companies (Incorporation) Rules, 2014 is a quasi-judicial function.

Analysis: The statutory scheme requires the competent authority to examine the application, call for reports, consider creditors' and affected parties' objections, and then decide the request on objective statutory criteria. The procedure is not a matter of mere policy or administrative expediency. The absence of competing private parties does not by itself make the act administrative, since the controlling test is whether the statute requires the authority to act judicially. On that footing, the grant or refusal of permission to shift a registered office is not a purely executive act.

Conclusion: The function is quasi-judicial, not purely executive, and the finding of the Tribunal on this point was upheld.

Issue (ii): Whether disciplinary proceedings could be sustained against the officer for passing such shifting orders in the absence of any allegation of corruption, financial irregularity, or extraneous consideration.

Analysis: Where an officer acts in discharge of a quasi-judicial function, disciplinary action is not justified merely because the order is alleged to be erroneous or negligent. Such action can be initiated only where there are clear allegations of misconduct, extraneous influence, corruption, or similar improper considerations. Here, the charges were confined to alleged lack of due diligence, while the record showed reliance on departmental reports and no allegation of personal gain, undue favour, or financial impropriety. The circumstances also showed that the respondent's actions facilitated further proceedings against the concerned companies rather than shielding them.

Conclusion: The disciplinary proceedings were not sustainable on the facts and the Tribunal was correct in quashing the charge memorandum.

Final Conclusion: The challenge to the Tribunal's order failed, and the quashing of the charge memorandum with consequential reliefs was left undisturbed.

Ratio Decidendi: Where a statute prescribes an objective and objection-based decision-making process, the authority acts quasi-judicially, and disciplinary proceedings for such acts are impermissible unless there is a clear allegation of corruption, extraneous influence, or comparable misconduct beyond a mere erroneous decision.

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