JUDGMENT : K. Natarajan, J. [WA Nos.285/2025, 286/2025, 295/2025, 296/2025, 300/2025, 308/2025, 309/2025, 313/2025, 320/2025, 341/2025, 343/2025, 344/2025, 353/2025, 355/2025, 509/2025, 510/2025, 511/2025, 513/2025, 514/2025, 515/2025, 516/2025 & 517/2025] 1.The State has filed all the above-numbered writ appeals against the common judgment passed by the single Judge of this Court (in a batch of 22 W.P. (C) Nos.35003/2023, 2229/2024, 2778/2024, 13939/2021, 21968/2022, 18183/2021, 25407/2023, 30153/2022, 28577/2020, 3153/2024, 3229/2024, 34328/2023, 3377/2024, 40231/2023, 9792/2024, 10622/2024, 44186/2023, 44294/2023, 16596/2024, 28321/2024 30328/2024 & 30519/2024), allowing the writ petitions filed by the respondents for having set aside the imposition of penalty by the State under the Abkari Act and Rules. 2. We have heard the arguments of Sri.Vipin Das, learned Senior Government Pleader in all these appeals, and Sri. E.K. Nandakumar, Sri. Santhosh Mathew, Sri. N.Reghuraj, respective senior counsels, as well as Sri. M.G.Karthikeyan, Sri. M.Krishnakumar, Sri. Raju K.Mathews, Sri. Millu Dandapani, Sri. Saiby Jose Kindangoor, Sri. Jawahar Jose, Sri. M.Gopikrishnan Nambiar, Sri. Anil Sebastian, Sri. Tom Thomas (Kakkuzhiyil), Sri. Vivek Menon, Sri. Abraham Joseph Markos and Sri.P.B.Sahasranaman, counsel for the respondents. 3. The case of the writ petitioners before the single judge was that a batch of writ petitioners who were running private limited companies. Some of the writ petitioners were running public limited companies, some of them were running the business by a partnership firm, a limited liability partnership firm, and some of them were engaged in distilleries and breweries, and others engaged in the manufacture of liquor, beer/ wine. Some of the writ petitioners are running the star hotels by obtaining the FL-3 license. The State Government granted license to them under the Abkari Act and Rules. The Excise Commissioner, by exercising the power under Section 67 of the , imposed penalties on the above-mentioned writ petitioners on the ground that they have reconstituted the firm and companies without obtaining prior permission of the Commissioner under the and Rules. Being aggrieved by the same, the writ petitioners have approached the single bench for issuing the writ of certiorari to quash the order passed by the Excise Commissioner under the , for imposing a penalty. The same was allowed by the single Judge in the batch of writ petitions vide impugned common judgment, hence the state is before this Court. 4. The same was allowed by the single Judge in the batch of writ petitions vide impugned common judgment, hence the state is before this Court. 4. The learned senior Government Pleader appearing for the State has strenuously contended that the learned single Judge ought to have held Section 67 (2) of the Abkari Act in all composite cases. It takes place within the reconstitution of partnership and Director Boards by the exit of existing persons or the entry of new persons or simultaneous entry or exit of persons into the arrangement, etc., and is also applicable to the distilleries, breweries, as well as to the FL-3 licenses. 5. It is further contended that, as per Section 67 (2) of the Abkari Act , the mandate is that prior permission of the Commissioner of Excise must be obtained for reconstitution, alteration, or modification of the deed upon which the license was granted under the Act. The violation to obtain such prior permission is an offence, and the fine shall be imposed as stated therein. 6. Learned senior Government Pleader/senior HGP, further contended that the word used under Section 67 (2) of the Act, ‘any person or persons', which includes juristic persons as well as persons holding a license or permit issued under this Act. 7. It is further contended that Section 67 (2) deals with all sorts of licenses issued in terms of the provisions of the Act, including a license for the manufacturer of liquor in distilleries, breweries, wineries, or other manufacturers under Section 14 read with Section 3(19) of the Act, license for sale of liquor or intoxicating drugs, etc. The key words in Section 67 (2) are ‘any license’ under Section 67 (2) is applicable to all licenses that are issued under the Abkari Act , whether it be a distillery license, or whether it be hotel and restaurant license, or whether it be Beer and Wine Parlour license, which are all covered under Section 67 (2) of the Act. 8. Learned Senior Government Pleader further contended that alteration, reconstitution, or modification without prior permission of the Commissioner of Excise, of any deed, on the strength of which any license granted is prohibited, whether it can be a partnership deed, articles of association of a company, resolution of a company with regard to its Board of Directors, etc. 9. 8. Learned Senior Government Pleader further contended that alteration, reconstitution, or modification without prior permission of the Commissioner of Excise, of any deed, on the strength of which any license granted is prohibited, whether it can be a partnership deed, articles of association of a company, resolution of a company with regard to its Board of Directors, etc. 9. Learned senior Government Pleader further contended that Section 67 (3) enables the Commissioner to regularise the reconstitution, alteration, or modification of any deed constituting such partnership or Board of Directors of the company, on the strength of which license is granted in case of a partnership firm or a company having a hotel and restaurant license. From the phraseology of Section 67 (3) of the Act, it is clear that a deed in Section 67 (2) takes in a document pertaining to the constitution of partnership resolution or reconstituting the Board of Directors of the company. 10. It is further contended that Rule 19(ii) of the Foreign Liquor Rules (hereinafter referred to as 'FL Rules') provides that the reconstitution of a partnership by addition or deletion of partners or reconstitution of directors in a company shall be deemed to be a transfer of a license. Addition of a director due to the death of a partner and director shall also be deemed to be a transfer of license. 11. It is further contended that the trade or liquor is a State licensee and the State is bound to know who all are involved in the trade and as to who all are subsequently inducted into the business or get out of the same. Further, since it is traded in liquor, it has to be ensured that it does not fall into the hands of unsavory and criminal hands. 12. It is further contended that Section 67 (2) of the Abkari Act and Rule 19 of Foreign Liquor Rules only regulate the conduct of licensees who have been granted the privilege to vend liquor, which is within the legislative domain of the State, going by Entry 8 of List II, 7thSchedule to the Constitution. It only mandates that any change in the arrangement at the time of grant of license, by way of reconstitution, alteration, or modification, must be by way of previous sanction of the Commissioner of Excise. 13. It only mandates that any change in the arrangement at the time of grant of license, by way of reconstitution, alteration, or modification, must be by way of previous sanction of the Commissioner of Excise. 13. It is further contended that there are provisions as per the Rules that bar Abkari defaulters and persons convicted of dealing with noxious and narcotic substances from dealing with the trade of liquor. It is only such conditions as per the statutes and Rules only relates to the regulation of production, manufacture, possession, transport, purchase, and sale of intoxicating liquor. 14. It is further contended that the vires of Rule 19 of FL Rules, as it stood then, has been upheld in Panamoottil Investment Case , reported in ( 2010 (1) KHC 353 ) (paras 1, 2, 6 &7). A contention was raised before the Division Bench that the case, as is discernible from para 7 of the above citation, to the effect that Rule challenged therein had the effect of amending the Indian Partnership Act and Companies Act. It was held by the Division Bench that the contention was untenable and the ratio is applicable to the identical contentions now raised in the writ appeals. 15. Learned senior Government Pleader further contended that Rule 13 of the Companies' (Appointment and Qualification of Directors) Rules, 2014 stipulates notice of candidature of directorship allowed to be served on the Excise Officials, and seeking prior approval is not an impossibility or impracticality as contended by the respondents’ counsel. Hence, the learned senior Government Pleader contended that there is no change in the Memorandum of Association or Articles of Association, and the Excise Commissioner will not get jurisdiction to impose a fine under the Abkari Act , is wrong. He further contended that the finding of the single Judge holding that without a change of ownership or deed on the induction of a new director or retirement, resignation, or removal of the director, a penalty under Section 67 of the was not attracted is wrong. It is also contended that the finding of the single Judge to the effect that the maxim lex non cogit ad impossibilia was applicable to the case is wrong. 16. The learned single Judge overlooked that the writ petitioners were a private limited company, which could have secured prior permission of the Commissioner of the Excise for the reconstitution of the Directors. 16. The learned single Judge overlooked that the writ petitioners were a private limited company, which could have secured prior permission of the Commissioner of the Excise for the reconstitution of the Directors. Hence, they prayed to set aside the judgment passed by the single Judge and to upheld the imposition of the penalty by the Excise Commissioner. 17. The counsel appearing for the respondents in writ appeals Nos.300/2025, 320/2025, 341/2025, 344/2025, 509/2025, 515/2025, 514/2025 contended that, out of which, five companies, a partnership firm and a limited liability for the partnership firm has vehemently objected to the appeal contending that the respondent in the WA No.300/2025 is a company running the five star hotel by obtaining FL3 license wherein the excise commissioner imposing penalty on the ground there was reconstitution of the company due to change of Directors, appointment of additional directors holding that the reconstitution was unauthorized without prior permission of the Excise Commissioner were all not correct. It is contended that the license has been issued on the strength of the deed of the company, which is a certificate of registration. Therefore, it is contended that the certificate of registration has not been changed merely an additional director has been appointed out of the shareholders and later they have been changed as Directors under the annual general body meeting and appointment of Directors out of the shareholders under the annual general body meeting which will not amounts to change of the ownership or licensee which was obtained under the strength of the deed under the Abkari Act . Therefore, it is contended that there is no change of Articles of Association and Memorandum of Association and change of the company which is under the registration obtained under the registration of incorporation under the Companies Act. Therefore, it is contended that there is no violation of the license. 18. It is further contended that the Directors will be appointed or elected only by holding the annual general body meeting by issuing notice to the shareholders, and the appointment of the Directors will be known only on the date of their election, after being duly elected, and the same will be forwarded to the Registrar of Companies. 18. It is further contended that the Directors will be appointed or elected only by holding the annual general body meeting by issuing notice to the shareholders, and the appointment of the Directors will be known only on the date of their election, after being duly elected, and the same will be forwarded to the Registrar of Companies. Therefore, until the election was held and a person was elected as Director or a Managing Director, it was not known to the shareholders who is or who will be the Director in order to obtain the prior permission of the Excise Commissioner under the Abkari Act . Therefore, it is contended that it is impossible to obtain prior permission of the Excise Commissioner for appointing the Director or for a change of Directors among the shareholders. Therefore, appointing a new Director among the shareholders or changing the nomenclature of an additional Director to Director, it cannot be considered as a reconstitution of the deed of license on the strength it was obtained. Therefore, imposing penalty by the Excise Commissioner is wrong. It is contended that the learned single Judge rightly allowed the writ petitions and quashed the orders. There is no need to interfere with the order. It is also further contended that there is no violation of Rule 19 (ii) of the Foreign Liquor Rules because of the change of designation of a Director. Therefore, prayed for dismissing the appeal. 19. The Counsel would further contend that the license was issued in the name of the company based upon the certificate of incorporation, unless, until a change of ownership, the Director may not be a shareholder, there cannot be any violation of the rules. The Director may not be a shareholder, and no stipulation of the company to say there was a change of ownership of the company. Even though the Director may not be a shareholder, the Managing Director operates the company, but no prior sanction is required for appointing the Directors under the annual general body meeting. There is a procedure in the Companies Act for who to be the Director, and after the election, it has to be reported to the Registrar of Companies. Therefore, t here is no need to obtain prior sanction from the Excise Commissioner, which is impossible. 20. There is a procedure in the Companies Act for who to be the Director, and after the election, it has to be reported to the Registrar of Companies. Therefore, t here is no need to obtain prior sanction from the Excise Commissioner, which is impossible. 20. The learned counsel further contended that in respect of partnership firm, there is no change of name of the firm, a partner was died in the case of W.A. No.344/25, after death of the Managing Partner, his elder son inducted as Director and among the family of the deceased partner, the legal heir has been inducted in the firm and it cannot be considered as reconstitution of the deed based upon which license was obtained. It is contended that the wife was one of the partners of the firm, and her husband was replaced by the wife after the retirement of her husband from public service. Therefore, it cannot be considered as a change of ownership or a change in the deed on the strength of the license obtained. 21. The learned counsel further contended that in another case, the firm/writ petitioner as the partnership firm, where a grandmother was a partner of the firm who died, the grandson stepped into the grandmother's place as a legal heir. There is no change of name of the firm. Therefore, there is no violation of Rule 19 of the Foreign Liquor Rules in order to say it is a reconstitution of a partnership firm in order to impose fine under Section 67 (2) of the Abkari Act . Hence, prayed for dismissing the appeal. 22. The same counsel alternatively contended that, even otherwise, if the reconstitution was acceptable, the offence or violation would be of 2013. But, at that time, Section 67 (2) was not substituted, and Rule 16 of Foreign Liquor Rules has been inserted under the Rules only on 24.01.2024. The proviso to Rule 19 (4) has been inserted on 24.06.2021. Therefore, the imposition of fine on the non - existing Rule is not correct. Hence, prayed for dismissing the appeal. 23. The learned counsel for the respondent further argued in W.A. No.509/25 that fine of Rs.27 Lakhs has been imposed for a change in the name of the Directors who became Managing Director later and for a change of one word in the name of the company as XANDARI MUTHOOT CARDAMOM COUNTY. Hence, prayed for dismissing the appeal. 23. The learned counsel for the respondent further argued in W.A. No.509/25 that fine of Rs.27 Lakhs has been imposed for a change in the name of the Directors who became Managing Director later and for a change of one word in the name of the company as XANDARI MUTHOOT CARDAMOM COUNTY. Therefore, it is contended that it cannot be said to be change in the strength of the deed in which license has been issued. In respect of W.A. No.514/25, it has been contended that the writ petitioner was the owner of the hotel and obtained the FL-3 license, and they have availed a loan from the Bank, which was not repaid, defaulted, and an original suit (recovery) has been filed before the Debt Recovery Tribunal, and a judgment has been passed. The building was sold at a public auction, wherein the licensee had entered into a lease deed with the auction purchaser, which is in respect of the immovable property, but there is no change of license which was obtained in the name of the company. Therefore, imposing fine in the name of reconstitution is not correct. It is further contended that the transfer of premises cannot be treated as change of ownership of the license and reconstitution of the owner of the licensee. It is further contended that after entering into the leasehold with the auction purchaser, subsequently the license has been transferred to the purchaser of the building premises, and the license has also been transferred to the auction purchaser by obtaining permission of the excise commissioner. Hence, prayed for dismissing the appeal. 24. The learned counsel, Sri. E.K. Nandakumar, appearing for W.A. No.309/2025, contended that the companies are involved in the manufacture of breweries and distilleries, which were governed by the Brewery Rules, 1967 and the Kerala Distillery and Warehouse Rules 1968. No exact provision for obtaining prior permission of the Excise Commissioner as required under the Abkari Act . He also contended that the change of Directors will not change the name of the deed of constitution or certificate of incorporation on the strength the license that has been obtained. The Memorandum of Association or Articles of Association are the two documents, and there is no change in those documents, nor is there any merger or amalgamation of the companies. Therefore, 67(2) of the is not attracted. The Memorandum of Association or Articles of Association are the two documents, and there is no change in those documents, nor is there any merger or amalgamation of the companies. Therefore, 67(2) of the is not attracted. It is further contended that, as per the Companies Act, there is a procedure for appointing the Managing Directors and also the selection of independent Directors. The Director shall be appointed only by an annual general body meeting, and it is not known to them who will be the Director and who will be elected on the annual general body meeting, in order to obtain prior permission, which is impossible. Hence, he supported the judgment of the Learned Single Judge. 25. The counsel appearing for the respondent in W.A. No.353/2025 has contended that the respondent company was a private limited company with a hotel. There were two shareholders; the license was obtained under the certificate of incorporation of the company. The first petitioner was the Managing Director, who was a nominee director under Section 161 of the Companies Act, and the other two shareholders; one of the shareholders became the director out of three directors, one of whom was a nominee director. Later, the nominee director resigned. There were only two directors, and one of the share holder become director. But there is no change of certificate of incorporation, on the deed, the license was obtained. Therefore, there is no need to obtain any prior permission from the authorities. The Articles of Association and Memorandum of Association are bound by the Companies Act, and are required to intimate the Registrar of companies, in view of the change of the name of the directors cannot be considered as a change of ownership. The deed, on the strength of the license that was issued, was not effected. 26. The learned counsel appearing in W.A. No. 296/2025 also contended that, taking his argument on the same line that respondent is a Private limited company, including three directors, father, son, and daughter-in-law. The license was obtained in the name of P. J. Antony and Benny. Later, with permission, the license was transferred to another person; no new directors were inducted, and no change of name of the company. There is no change of name of the licensee. There is no violation of Rule 19 of the Foreign Liquor Rules. The license was obtained in the name of P. J. Antony and Benny. Later, with permission, the license was transferred to another person; no new directors were inducted, and no change of name of the company. There is no change of name of the licensee. There is no violation of Rule 19 of the Foreign Liquor Rules. Section 67 (2) of the Abkari Act was also violated. 27. The counsel appearing for the respondent in W. A. No.308/2025 has contended that the respondent was a five-star hotel having an FL 11 license under Rule 13 (11) of the Foreign Liquor Rules, serving beer and wine in the resort. It is a listed company having Board of Directors, and the company should have independent directors. The independent directors were inducted to the Board of Directors as per the Companies Act. The Foreign Liquor Rules require prior permission only when the change of Board of Directors results in change of ownership of the company. The change of independent directors alone will not change the ownership of the company, and there is no prior permission is required. It is further contended that under Section 149 (6) of the Companies Act, an Independent Director in relation to a company means a Director other than a managing director or a whole-time director, or a Nominee Director. The independent director should not have pecuniary relationship with the company or its subsidiary or associate company, or its promoters of directors. By 149(6) (d), none of the relatives of the Independent Director should hold any security or interest in the company, subsidiary or associate company. Section 150 of the Companies Act prescribes the manner of selection of the independent director. The qualifications of the Independent Directors is further prescribed in the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, Schedule 4 of the act prescribes the duties and responsibilities of the Independent Directors. Thus by the provisions of the Companies Act, an Independent Director cannot have any ownership/interest in the company. As the Independent Directors do not have any ownership right in the company, their change will not come within the ambit and scope of Rule 19 of the Foreign Liquor Rules. As per sub-section 10 and 11 of the Companies Act, the independent directors cannot hold the office for more than 5 years and more than two consecutive terms of five years. As per sub-section 10 and 11 of the Companies Act, the independent directors cannot hold the office for more than 5 years and more than two consecutive terms of five years. The independent directors have to be approved only by the general body meeting. Therefore, there is no need to obtain prior permission, and it cannot be said to be a change of certificate of incorporation of the company, on the strength of the license obtained. 28. The learned counsel appearing in W. A. No. 343/2025 also contended that the respondent is a private limited company having distillery manufacturing, covers under the Distillery Rules, 1968. There is no mandate or any prior permission required to obtain, as in the Foreign Liquor Rules, inducting a new director or appointing a new director after the retirement of the existing Director, cannot cause the change of ownership of the deed on the strength of the license issued. Therefore, no prior permission is required under the Act. The counsel further contended in W.A. Nos. 286/2025. and 510/2025, which is a distillery manufacturing company, and there is no specific rule for obtaining prior permission. It is also contended in W. A. No.286/2025 that, having a multinational company, 16 directors are used to the change of directors, which will not change the deed on the strength of the same; the license is obtained. There is no prohibition on the change of directors under the Distillery and Warehouse Rules. Hence, there is no question of any penalty arising. 29. The counsel appearing in W. A. Nos.511/2025, 513/2025, 355/2025, 295/2025 have taken similar contentions. That change of the Directors will not constitute a change of the company. In W.A.No.513/2025, it is stated that the original name of the company was Imperial Spirits Ltd., and later, a private limited company was added. However, there is no rule prohibiting changing the name. Therefore, it is considered that imposing penalties is not correct. The counsel appearing in W. A. No.295/2025 is contented that one K. V. Mohan was the licensee and director. One director was inducted in 2012, but there is no change of ownership of the company; hence, imposing penalty is not correct. 30. The counsel appearing for the respondents submits that the remaining arguments were adopted by the counsel. The counsel appearing in W. A. No.295/2025 is contented that one K. V. Mohan was the licensee and director. One director was inducted in 2012, but there is no change of ownership of the company; hence, imposing penalty is not correct. 30. The counsel appearing for the respondents submits that the remaining arguments were adopted by the counsel. In W. A. No. 355/2025, a similar contention was also taken that, due to the retirement of the directors, a new director has been appointed. Therefore, the question of changing the name of the licensee or certificate of incorporation does not arise. Hence, it is contended that there is no violation of the rules for imposing any penalty. The counsel appearing in W.A. No. 517/2025 contended that the respondent is a hotel/resort run by a private limited company on the strength of the license issued based on the certificate of incorporation. And later, the license expired in 2023; it was not renewed. Later, the same was converted to a Public limited Company after filing a writ petition before the High Court. After the expiry of the license, the company was converted into a public limited company. The counsel appearing in W. A.No.285/2025 contended that he is also a co- contending company running the hotel. The directors were added. The license was obtained through the Managing Director. That license was not changed. Therefore, there is no violation of the deed. The counsel appearing in W.A. No.516/2025 also contended that the respondent Private Limited Co., running the hotel, obtained a license under FL-3. One Jose Dominic was a director and licensee. Subsequently, some new directors were appointed and inducted, and one of the directors was removed. But after the removal of one of the family members or the induction of the family members in the company will not result in a change of ownership. Hence it is contented there is no reconstituting of the deed, constituting the Board of Directors of the company on the strength of a license was granted, and alternatively it was argued that the fine amount mentioned under Section 67 (3) of the Abkari Act was only Rs.25,000/- in 2005 and 2008 and it was increased in Rs.3,00,000 only on 26.04.2013 and regularisation fee was Rs.10,000/- under Rule 93 in 2005 and enhanced to Rs. 50,000 in 2008 and increased to Rs.1,00,000/- in 2012. 50,000 in 2008 and increased to Rs.1,00,000/- in 2012. Therefore, imposing a fine Rs.3,00,000/- for the violation of 2005 and 2008 is not correct. The learned counsel also contended in W. A. No.313/2025 that the respondent is a five-star hotel run by a company having obtained a license in FL-3 in the name of one Mathew Joseph. There is no change in the name of the licensee. Therefore, imposing penalty is not correct. The counsel appearing in W.A. No.510/2025 contended that the respondent is a company registered under the Companies Act. It was holding a license for the manufacture of Indian Made Foreign Liquor. The Board of Directors was reconstituted on 06.05.2015 as an Additional Director, subsequently appointed as Managing Director. Three others were inducted later for the limited purpose of availing loan from the bank. None of them holds any shares in the company. On the basis of P6 audit objections, the second respondent in the writ petition imposed penalty of Rs.15,00,000/- alleging that the unauthorised reconstitution of the company is not correct. A reconstitution of the Board of Directors does not amount to reconstitution or alteration. Without the permission of the Commissioner, on the strength of the deed, a license was granted. There is no provision in the Abkari Act or Distillery and Warehouse Rules mandate that prior permission from the Commissioner for reconstitution of the board is required. Without a substantive provision of imposing penalty, there is no penal provision to impose the penalty by the commissioner. Therefore, imposing penalty is incorrect. 31. It is further contended that Section 67 (1) enables to impose fine prescribed by the rules. Section 67 (2) empowers the Commissioner to impose fine for violation of any reconstitution/ alterations etc. On the strength of the deed the licence was granted. 67(3) refers FL-3 licence alone. Unlike sub section (2), it specifically refers to the reconstitution of the Board of Directors for the regularization of violation. A combined reading of sub-sections 1, 2, and 3 of Section 67 , along with Rule 19 of the Foreign Liquor Rules, makes it abundantly clear that Section 67 applies only to FL-3 licence; hence, it is contended that there is no penal provision under the Rules for imposing penalties. 32. In W. A. No.286/2025, learned counsel further contended that the respondent is a limited company holding license for the manufacture of Indian Made Foreign Liquor. 32. In W. A. No.286/2025, learned counsel further contended that the respondent is a limited company holding license for the manufacture of Indian Made Foreign Liquor. Where the Excise Commissioner imposed a fine of Rs.48,00,000/-, holding that there was 16 times reconstitution of the Board of Directors and there is a violation under Section 67 (2) of the Abkari Act and 19 of the Foreign Liquor Rules. And he has vehemently contended that change of the Board of Directors does not amount to reconstitution, alteration or modification without permission of the Commissioner. Any deed on the strength of which a license was granted under Section 67 (2), and imposing penalty is unsustainable. It is further concluded that there is no provision in the or distillery and Warehouse Rules, mandates for obtaining prior permission from the Commissioner or reconstitution of the Board of a company, holding manufacturing licence, Section 67 is a penal provision that empowers the Commissioner to punish. The punishment is prescribed only if there is an offence. There is no substantive provision creating an offence under Section 67 ; it is unworkable, and it is a dead letter. There is no justification by the Excise Commissioner in invoking Section 67 (2) of the to pass the order. Hence prayed for dismissal of the appeal. 33. We have perused the argument addressed by the learned senior Government Pleader as well as the counsels appearing for the respondents. The senior Government Pleader, by reply, has asserted the argument addressed by him and prayed for allowing the appeals. 34. Upon hearing the arguments, perused the records, the point that arises for our consideration is:- Whether the order under challenge in these appeals, passed by the single Judge in a batch of writ petitions, calls for interference? 35. We have perused the impugned judgment passed by the single Judge of this court. The writ petitions were filed by the respondents herein by challenging the imposition of a penalty by the Excise Commissioner under Section 67 (2) of the Abkari Act , read with Rule 19(ii) of Foreign Liquor Rules, on the ground that the respondent companies/firm/breweries/manufacturers of wine and liquors are said to have inducted new directors in the company. The writ petitions were filed by the respondents herein by challenging the imposition of a penalty by the Excise Commissioner under Section 67 (2) of the Abkari Act , read with Rule 19(ii) of Foreign Liquor Rules, on the ground that the respondent companies/firm/breweries/manufacturers of wine and liquors are said to have inducted new directors in the company. And the appointment of new partners in the firm and the appointment of independent directors in the company amounted to a reconstitution, alteration, or modification of the deed on the strength of which the licenses were granted to them. Which were challenged by the respondents, and the same was set aside by the single Judge of this court, which is under challenge. For the purpose of convenience, Section 67 of the is referred to as under: [67. [Power to impose fine.-] [(1) The Commissioner shall be competent to impose such fine as may be prescribed in the rules, on any person holding a licence or permit issued under this Act, for contravention of any rule made under this Act: Provided that no order imposing any fine under this section shall be made without giving the person an opportunity of being heard.] (2) The Commissioner may impose a fine of [Rs.3,00,000 (Rupees Three lakhs only] each on any person or persons holding a licence or permit under this Act for the violation by way of reconstitution, alteration or modification without the permission of the Commissioner of any deed on the strength of which any licence is granted.] 67 [(3) Where a partnership firm or a company having a hotel (restaurant) holding a license under this Act has, without the previous permission of the Commissioner, re-constituted, altered or modified any deed constituting such partnership or Board of Directors of the company, on the strength of which such licence is granted, the Commissioner may, on payment of the fine imposed under sub-section (2) and on an application from such licensee and subject to the other provisions of this Act and the rules made thereunder, regularise such re-constitution, alteration or modification after accepting such fee as may be prescribed by rules.] 36. The writ petitioners contended that because one of the existing directors was made as a managing director or inducting a new director among the shareholders during the annual general body meeting, and inducting a director cannot be considered as a change or alteration or modification of the deed on the strength, the license was granted. It is argued by all the counsels for the respondents herein that the license was obtained based upon the certificate of incorporation of the companies under the Companies Act, and the license was granted in the individual name of a partner of the firm. And after the death or retirement of the partner, inducting the legal heir of the partner will not amount to a change and alteration of the deed on the strength of the deed, the licences were granted. Admittedly, for the companies, the license was issued either in the name of the company or in the name of the managing director or in the name of any one of the directors. Except for the name mentioned in the license, other directors were changed due to retirement, relinquishment, or death. The license was issued in the name of the existing director, and a partner were not changed. The license remained in the same name of the person, whether they were a partner or a director of the company were not changed and the ownership will not be changed. Therefore, the counsel for the respondents was rightly contented that licences were issued based upon the certificate of incorporation of the companies under the Companies Act. Therefore, a shareholder becomes a director after some time in the annual general body meeting, who was elected only in the meeting, as a director may not know who will be elected as a director in the annual general body meeting held by the company shareholders/directors of the company. Therefore, the question of obtaining prior permission from the Commissioner of Excise does not arise since, until the election was held, a person/shareholder was elected as a director or elected as a managing director among the directors; nobody knows who will be the director, who will be elected as a director, or elected as a managing director. Therefore, obtaining the prior permission of the Commissioner prior to the holding of the annual general body meeting of the company does not arise. Therefore, obtaining the prior permission of the Commissioner prior to the holding of the annual general body meeting of the company does not arise. Therefore, we are of the opinion that the question of obtaining prior permission of the Commissioner for inducting a new director or a partner does not arise until it is materialized for inducting a partner in a firm or inducting a director in a company. Hence, the single Judge has rightly held that the maxim lex non cogit ad impossibilia was applicable. 37. It is contended that, even if the director is inducted in the company, he is one among the other directors, but the holder of the license issued by the Excise Commissioner in the name of the company, based upon the certificate of incorporation or based upon the name of the individual/partner, and the ownership will never change. The licensee will not be changed until an application is filed for transfer of the license, and thereafter, the license can be transferred by the Excise Commissioner under the Abkari Act . Therefore, though the Excise Commissioner passed the impugned orders, which were set aside by the single Judge of this court, not consider any of the documents, i.e., the deed, which was nothing but a certificate of incorporation or partnership deed, or the document that was the basis for issuing the license by the authorities. Therefore, without referring any of the documents or verifying the certificate holding that the alteration or modifications of the deed of the firm, manufacturing company, limited company, or public limited company does not arise. Absolutely, there is no document produced by the Excise Commissioner or referred to in the impugned orders for imposing penalties. None of the cases considered by the Excise Commissioner while passing the impugned order and imposing the penalty under Section 67 (2) of the , read with Section 19(ii) of the Foreign Liquor Rules. It is only mentioned that the change of directors due to the death of the existing director, retirement of the partner, and inducting the new partner amounts to a change and modification of the deed, on the strength of the license that was issued, is not correct. It is only mentioned that the change of directors due to the death of the existing director, retirement of the partner, and inducting the new partner amounts to a change and modification of the deed, on the strength of the license that was issued, is not correct. Since none of these documents was referred to by the Excise Commissioner while passing the impugned order, the documents on which the license was issued were altered or modified by the respective company/firm or a hotel to show that the name of the licensee had been changed, thereby, to say that they have violated the Rules and . 38. It is also contended that the Articles of Association and Memorandum of Association pertaining to the companies were not being considered to show there was an alteration/modification of the company in view of the induction of a director or removal of a director of the companies. Therefore, we are of the view that the arguments addressed by the learned senior Government Pleader cannot be acceptable to show the single Judge of this Court committed an error in allowing the writ petitions filed by the respondent, holding that there is no scope for the prior permission of the Excise Commissioner, obtained prior to the appointment of the Board of Directors, prior to the election cannot be acceptable. Therefore, we are of the view that inducting a partner in a firm, inducting a director or electing a director in a company by the Board of Directors in the annual general body meeting will not change or alter the deed on the strength of which the license has been granted. 39. Another contention raised by the writ petitioners is imposing a fine or penalty for inducting independent directors in the company. The learned counsel appearing in Writ Appeal No.308/2025 has contended that the appointment of independent directors is mandatory, and no prior permission is required under Section 149 of the Companies Act. The independent director shall have to be appointed, and the said independent director shall hold the office for 5 years and two consecutive 5-year terms, and he has to be appointed to watch the affairs of the company. The independent directors have to be approved by the general body meeting. The independent director shall have to be appointed, and the said independent director shall hold the office for 5 years and two consecutive 5-year terms, and he has to be appointed to watch the affairs of the company. The independent directors have to be approved by the general body meeting. There is no need to obtain any prior permission, and after inducting an independent director, the company has to be intimated to the Registrar of Companies. 40. It is also contended by the learned counsel for the respondents that the independent directors have no interest in the company. They should not hold any share in the company, and the independent director should not be a relative of any directors of the said company; they will be disqualified from appointing the independent directors. For convenience, the definition of independent directors, it is defined under sub Section (6) of Section 149 of the Companies Act, 2013 , referred to as under: (6) An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director,- (a) who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience; (b) (1) who is or was not a promoter of the company or its holding, subsidiary or associate company; (ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company; 41. A careful reading of sub section (6) of the Companies Act, wherein the independent directors to be appointed which is a statutory appointment and they cannot hold any pecuniary interest in the company/ any share holders etc., and they cannot continue to be company director more than 5 years in one appointment and they can re-appointed for another 5 years and they cannot hold the office more than two consecutive time. Therefore, the appointment of independent directors are compulsory once in 5 years. Every 5 years, an independent director is required to be appointed, who is said to be a watchdog of the affairs of the company, and after 10 years, the same director cannot be continued in the office. Therefore, the appointment of independent directors are compulsory once in 5 years. Every 5 years, an independent director is required to be appointed, who is said to be a watchdog of the affairs of the company, and after 10 years, the same director cannot be continued in the office. Such being the case, the question of imposing penalty for change or appointing the independent directors as per Section 149 of the Companies Act will not amount to a change or alteration of the deed on the strength of the license granted. Therefore, we are of the view that the single Judge of this court rightly took the contention and observed that appointing the director or independent director will not change the deed on the strength on which the licenses were granted. Therefore, the contention of the learned Senior Government Pleader cannot be acceptable, and there is no need to interfere with the findings made by the single Judge of this court. 42. As regards the contention raised by the counsel appearing for the respondent in Writ Appeal No.343/2025 that a private company which is involved in a distillery manufacturing unit is covered under the Distillery and Warehouse Rules, 1968. It is contended that there is no contravention of any rule as contemplated under Section 67 (1) and Section 67 (2) of the Abkari Act , unlike the Kerala Foreign Liquor Rules, Kerala Distillery and Warehouse Rules, 1968. Which do not contain any provision prescribing a procedure or imposing restrictions or levying a fee or a fine for the reconstitution of the Board of Directors of the company. Of course, under Rule 19(2) of the Foreign Liquor Rules, any change in the Board of Directors or alteration/modification will attract a fine. As we already held above, merely changing the name of the directors of the company or inducting a new partner in a firm or a change of directors in the company will not amount to reconstitution of the firm or a company on the strength of the deed on which the license was granted. As we already held above, merely changing the name of the directors of the company or inducting a new partner in a firm or a change of directors in the company will not amount to reconstitution of the firm or a company on the strength of the deed on which the license was granted. Therefore, even though the licence obtained by the respondent under Kerala Distillery and Warehouse Rules, 1968 and running the liquor business, mere change of the directors or appointment of managing directors as per the Companies Act, they have to intimate to the registrar of companies and there is no need to obtain prior permission from the Excise Commissioner, prior to appointing or inducting the partner in a firm or director in a company, as contemplated under Section 67 (2) of the , as referred in the judgment. Even any change of the name of the directors or board of directors will not amount to a change or alteration of any deed on the strength of which license were obtained/issued. Therefore, appointment of the director, removal of the director is allowed to be intimated to the Registrar of Companies under the Companies Act, and there is no occasion for them to obtain prior permission from the Excise Commissioner for change of any directors, which was a future appointment in the election going to be held. Apart from that, there is no rule prescribed for obtaining prior permission from the Commissioner under the Distillery and Warehouse Rules, unlike in the Foreign Liquor Rules. Therefore, we are of the view that the contention raised by the learned senior Government pleader cannot be acceptable, and a change of the name of the directors will not amount to a change or alteration of the deed on which the licences were granted. 43. The learned counsel appearing for the respondent in Writ Appeal No.510/2025 also contended that the respondent has obtained a license for the manufacture of Indian Made Foreign Liquor, wherein the appellant/ Excise Commissioner imposed a penalty as per Section 67 (2) of the Abkari Act . Wherein, the Additional Director was appointed by the company. Subsequently, he was appointed as Managing Director, and later, another Additional Director was appointed, and he resigned. Subsequently, two other persons were appointed as Additional Directors, and they also resigned. Wherein, the Additional Director was appointed by the company. Subsequently, he was appointed as Managing Director, and later, another Additional Director was appointed, and he resigned. Subsequently, two other persons were appointed as Additional Directors, and they also resigned. But in view of the change of the directors or inducting new directors, it cannot be said to be a change or alteration of the deed on the strength of which the license was issued. Considering the fact that even if new directors were appointed by the Board of Directors and reconstitution of the Board of Directors does not amount to reconstitution, alteration, or modification of the company on the reconstitution deed on the strength of which the license is granted. Therefore, the contention raised by the learned Government Pleader appearing for the State cannot be acceptable that there is an alteration, modification, or change of the deed in view of the appointment/election of a new director in the company or inducting a new partner in the firm. Therefore, the counsel for the respondents rightly contended that the single Judge of this court considered all the aspects and passed the impugned judgment. 44. As regards the contention of the counsel for the respondent in W.A.No.514 /2025 that he was the owner of the hotel and obtained the FL- 3 licence by availing a loan. The loan was not repaid to the bank; accordingly, the bank filed a recovery suit before the Debt Recovery Tribunal and obtained the decree. Thereafter, the building was sold in a public auction, and another person purchased it. Subsequently, the licensee made a lease agreement with the auction purchaser for continuing the business in the same building, which was not disputed by the State. Once the license was not changed or transferred, the venue where the business was conducted by the licensee was purchased by some third parties through a court auction. And that said person was made a leaseholder of the building or premises in which the hotel was continued by the licensee, cannot be said to be transfer of ownership of the deed on the strength of which the license was issued. Therefore, the contention of the Excise Commissioner that there was change in the ownership and there was a violation under the Abkari Act cannot be accepted. 45. Therefore, the contention of the Excise Commissioner that there was change in the ownership and there was a violation under the Abkari Act cannot be accepted. 45. It is also contended by the learned counsel appearing for the respondent in W.A. No.343 of 2025 that, unlike the Foreign Liquor Rules, there is no penal provision under the Brewery Rules, 1953, or the Distillery and Warehouse Rules, 1968, governed the companies manufacturing and selling beer and liquor on the basis of a license granted to them. Neither the Brewery Rules, 1953, nor the Distillery and Warehouse Rules, 1968, provided any provision for seeking prior permission from the Excise Commissioner for inducting a new director after retirement, rejection, or removal of any existing director, which reconstitutes the Board of Directors. Therefore, there is no need to obtain any prior permission from the companies that were involved in manufacturing beer and liquor obtained under the Brewery Rules and Distillery and Warehouse Rules. Therefore, imposing penalty under Section 67 (2) of the Abkari Act does not arise. 46. In view of the above-mentioned reasons, the change of a partner of the firm, adding or deleting a director in a company, or appointing an independent director, or appointing a new independent director after the expiry of the 5 years of the independent director under the Companies Act, and inducting the legal heirs of the partner after the death of the existing partner, all do not amount to change, modification, or alteration of the deed on the strength of the license were issued. Therefore, the alternative arguments addressed by some of the counsel that imposing a penalty of Rs.3,00,000/- as per the existing rule and imposing a fine as per the rule existing at the time of violation are not required to be answered. 47. However, it is submitted by the learned counsels that, if the reconstitution was held prior to 2005, it was increased to Rs.25,000/- in 2005 and 2008, and Rs.3,00,000/- was increased only on 26.04.2013. Therefore, imposing a fine of Rs.3,00,000/- is not correct. That upon, the regularization fees were Rs.10,000/- under Rule 93 in 2005, and Rs.50,000/- in 2008, and it was increased to Rs.1,00,000/- in 2012. Such being the case, imposing fine or penalty of Rs.3,00,000/- is not correct for the violation of any rules in the year 2005 or 2008. Therefore, imposing a fine of Rs.3,00,000/- is not correct. That upon, the regularization fees were Rs.10,000/- under Rule 93 in 2005, and Rs.50,000/- in 2008, and it was increased to Rs.1,00,000/- in 2012. Such being the case, imposing fine or penalty of Rs.3,00,000/- is not correct for the violation of any rules in the year 2005 or 2008. The fines allowed to be imposed are the existing fine at the time the rule was in force, but not the rule that was not in force in 2005 or 2008, which is nothing but a violation of the Constitutional Right guaranteed under Article 20(1) of the Constitution of India . Article 20(1) of the Constitution of India reads as follows: 20. Protection in respect of conviction for offences . -(1) No person shall be convicted of any offence except for violation of a law in force at the time of the commission of the act charged as an offence, nor be subjected to a penalty greater than that which might have been inflicted under the law in force at the time of the commission of the offence. Therefore, the counsels for the respondents rightly contended that imposing a fine or penalty is not correct, and that the fees payable for the regularisation must be as per the rule in force at the time of its violation, not as of the date of passing the order. In view of the above discussion, we are not inclined to interfere with the order passed by the single Judge in the batch of Writ Petitions challenged in these appeals. Accordingly, all the appeals are devoid of merit and liable to dismissal. Accordingly, all the Writ Appeals are hereby dismissed.