JUDGMENT G. C. Mathur, J. - This is an appeal against the judgment of H. N. Seth, J., allowing the writ petition filed by respondent Nos. 1 and 2 and quashing the order of the State Government dated July 9, 1973, passed under Sec. 16-D (5-A) of the Intermediate Education Act, appointing an Authorised Controller for the Adarsh Kanya Uchchatar Madhyamik Vidyalaya, Kanpur. 2. It appears that on March 12, 1969, an order was passed suspending the grant-in-aid of the Vidyalaya. The order was challenged before this Court in a writ petition and was quashed on July 31, 1970. Thereafter another order was passed by the State Government on June 8, 1970 purporting to be under Clause (20) of the Scheme of Administration of the Vidyalaya appointing an Administrator to manage the affairs of the institution. This order was also challenged before this Court in a writ petition and was quashed on September 13, 1971. The Director of Education then served a notice dated June 23, 1972 under Sec. 16-D (2) of the Act upon the manager of the institution pointing out certain defects in the running of the institution and requiring the manager to remove them and to submit his compliance report within fifteen days. The manager submitted his explanation. No action appears to have been taken on this notice. Another notice dated January 19, 1973 was served on the manager again; pointing out the same defects and requiring the manager to remove them and submit his compliance report within one month. The manager again sent a detailed explanation. In the explanation he asserted that the authorities were biased against the Committee of Management and that they had already decided to take action against the institution. On March 14, 1973, the Director of Education purporting to act under Sec. 16-D (3) made a recommendation to the State Government that the explanation given) by the Manager was not satisfactory and that action be taken under Sec. 16-D (5-A) and an Authorised Controller be appointed. The State Government accepted the recommendation of the Director and by its order dated July 9, 1973 appointed Shri Naresh Chandra Chaturvedi, Authorised Controller of the institution for a period of one year. Immediately thereafter a writ petition was filed in this Court. 3. The State Government accepted the recommendation of the Director and by its order dated July 9, 1973 appointed Shri Naresh Chandra Chaturvedi, Authorised Controller of the institution for a period of one year. Immediately thereafter a writ petition was filed in this Court. 3. The learned Single Judge by his judgment dated April 4, 1974, allowed the writ petition on two grounds, namely, (i) that no opportunity of showing cause as contemplated by sub-Sec. (3) of Sec. 16-D was afforded to the institution and (ii) that no reasons were given either in the order of the Director making the recommendation or in the final order passed by the State Government. Against the judgment of the learned Single Judge, this appeal has been filed by the State Government. 4. In order to appreciate the contentions of the parties, it is necessary to set out the relevant provisions of Sec. 16-D of the Act. Sub-Secs. (1), (2) and (3) read thus : (1) The Director may cause a recognised institution to be inspected from time to time. (2) The Director may direct a management to remove any defect or deficiency found on inspection or otherwise. (3) If the management fails to comply with any direction made under sub-Sec. (2), the Director may, after considering the explanation or representation, if any, given or made by the management- (a) refer the case to the Board for withdrawal of recognition; or (b) recommend to the State Government to proceed against the institution under sub-Sec. (4). Sub-Sec. (4) then provides that if on receipt of the recommendation under sub-Sec. (3) the State Government is satisfied that- (a) the affairs of the recognised institution are being mismanaged; or (b) the management of the institution has wilfully or persistently failed in the performance of its duties; or (c) the institution is being conducted otherwise than in accordance with the Scheme of Administration; or (d) the draft of the Scheme of Administration has not been submitted within the time allowed. It may, by order make provision for exercising control over the institution by an Authorised Controller. 5. Sub-Sec. (5) then provides that if the management does not comply with or refuses to carry out the directions given by the Authorised Controller, the State Government may authorise the Authorised Controller to take over the management of the institution. 6. It may, by order make provision for exercising control over the institution by an Authorised Controller. 5. Sub-Sec. (5) then provides that if the management does not comply with or refuses to carry out the directions given by the Authorised Controller, the State Government may authorise the Authorised Controller to take over the management of the institution. 6. Newly added sub-Sec. (5-A) provides for the appointment of an Authorised Controller to take over the management of the institution without first taking any step under sub-Sec. (4). The action under sub-Sec. (5-A) can be taken only for special and exceptional reasons which are required to be recorded in writing. 7. The learned Chief Standing Counsel has strenuously urged that the learned Single Judge was wrong in holding that no opportunity was afforded to the institution. He contended that the giving of the notice under sub-Sec. (2) of Sec. 16-D to the manager afforded sufficient opportunity of being heard to the institution. Sri S. C. Khare, learned counsel for the institution, on the other hand, contended that the notice under sub-Sec. (2) did not and could not amount to giving of an opportunity to show cause against the proposed action and that such an opportunity could only be given by the Director after he had considered the explanation of the institution to the notice under sub-Sec. (2) and had tentatively decided to make a recommendation to the State Government. According to him, at this stage the Director ought to have given an opportunity to the institution to show cause why a recommendation for taking action under sub-Sec. (4} or (5-A) should not be made. 8. A learned Single Judge of this Court had taken the view that before taking action under sub-Sec. (4), the State Government ought to give an opportunity to the institution to show cause why action should not be taken under this sub-section. The decision of the learned Single Judge was reversed in special appeal by a Division Bench in The State of U.P. v. The Managing Committee, Arya Kanya Inter College, Jhansi, A.I.R. 1973 Allahabad 458. The decision of the learned Single Judge was reversed in special appeal by a Division Bench in The State of U.P. v. The Managing Committee, Arya Kanya Inter College, Jhansi, A.I.R. 1973 Allahabad 458. The Division Bench held : "Since Sec. 16-D specifically provides for an opportunity of explanation at a preceding stage and does not make any provision therefor at the stage when the matter comes up before the State Government, an implication that the Legislature intended another opportunity of explanation at the stage when the matter was before the State Government cannot be read or inferred." The Division Bench was thus of opinion that there was provision under Sec. 16-D for the giving of an opportunity to the management by the Director and, therefore, it was not necessary for the State Government also to give the same opportunity. The Division Bench did not indicate at what stage the opportunity was to be given by the Director. There can be no doubt that the opportunity that has to be given has to be an opportunity against the proposed action under sub-sec. (4) or sub-sec. (5-A). At the stage of sub-sec. (2), the Director is required merely to give directions to the institution to remove defects or deficiencies. At this stage the management is only required to submit a compliance report stating whether the defects have been removed or not within the time allowed. Of course the management can point out that the defects are non-existent or that it is not within the power of the management to remove the defects. But, at this stage no question of showing cause against any action under sub-secs. (4) or (5-A) really arises. If the Director on considering the compliance report or the reply of the management, feels that it is a case for taking of action by the Board or by the State Government, then alone can the question arises of giving the management an opportunity of showing cause against the proposed action. Sub-Sec. (3) postulates action by the Director only after consideration of the explanation or representation made by the management. The explanation or re-presentation can only be in respect of the proposed action by the State Government as recommended by the Director. Sub-Sec. (3) postulates action by the Director only after consideration of the explanation or representation made by the management. The explanation or re-presentation can only be in respect of the proposed action by the State Government as recommended by the Director. Since the giving of an opportunity of submitting an explanation or representation against the proposed action is not contemplated under sub-1 Sec. (2), such an opportunity can only be given under sub-Sec. (3) before the Director makes his recommendation either to the Board or to the State Government. As already observed, this opportunity has to be given after the Director has considered the compliance report or reply of the management to the directions given under sub-sec. (2) and has tentatively formed an opinion that a recommendation be made to the Board or to the State Government. It is only at this stage that the management can show cause against the proposed action. Under sub-Sec. (2) an opportunity only to remove defects or deficiency can be given; it is only under sub-Sec. (3) that an opportunity to show cause against the proposed action can be given. The Director has, thus, apart from giving directions under sub-Sec. (2) to remove defects, to give a notice under sub-Sec. (3) to the management to show cause against the proposed action. In the present case, admittedly, no such show cause notice was given by the Director. The proposal of the Director without first giving a show cause notice was, therefore, illegal and the consequent action by the State Government on the recommendation of the Director must fall with it. The recommendation made by the Director and the order passed by the State Government appointing an Authorised Controller were both liable to be quashed. 9. The impugned order of the State Government suffers from another infirmity, in that it gives no reasons. The Division Bench in the case referred to above observed :- "The last that should be expected of administrative authorities is to give reasons for their orders. In the present case the order adversely affects the vested right of the College to be managed by its managing committee or of the managing committee to run the affairs of the College. The Division Bench in the case referred to above observed :- "The last that should be expected of administrative authorities is to give reasons for their orders. In the present case the order adversely affects the vested right of the College to be managed by its managing committee or of the managing committee to run the affairs of the College. An interference with these rights could be made in a judicial spirit namely inter alia by a speaking order." It is now well settled that the State Government in exercising its powers under Sec. 16-D of the Act is required to act judicially. It is equally well settled that quasi judicial orders must set out the reasons for the orders. A number of serious allegations were made against the management in the directions given by the Director under Sec. 16-D (2). The management gave a lengthy and exhaustive explanation to the allegation. It even asserted that the authorities were biased and had pre-judged the issue and were determined to take action against the management. In these circumstances, it was necessary that the allegations made against the management and the explanation given by the management should have been duly considered and that reasons should have been given for accepting one version over the other. We have carefully examined the recommendations of the Director as well as the impugned order of the State Government. Though both these documents give the conclusions of the authorities concerned, they not only do nor give any reason for not accepting the explanation of the management but also recorded no findings on the various allegations made against the management. These two documents do not set out the allegations in detail or mention the explanation given by the management in respect of each allegation. In these circumstances, the recommendation of the Director and the impugned order of the State Government cannot be sustained. 10. There is yet another reason why the impugned order of the State Government must be quashed. Action under sub-Sec, (5-A) can only be taken for special and exceptional reasons and such reasons have to be recorded in writing. The impugned order does not set out any special or exceptional reasons for taking action under sub-Sec, (5-A). There is no other document on the record which may indicate the special and exceptional reasons. Action under sub-Sec, (5-A) can only be taken for special and exceptional reasons and such reasons have to be recorded in writing. The impugned order does not set out any special or exceptional reasons for taking action under sub-Sec, (5-A). There is no other document on the record which may indicate the special and exceptional reasons. In the absence of any recorded special or exceptional reasons the order under sub-Sec. (5-A) cannot stand. 11. The special appeal is, accordingly, dismissed with costs.