Judgment SUJATA MANOHAR, J. ( 1 ) FIVE petitioners have filed this petition under sections 397 and 398 of the Companies Act, 956 against killick Nixon Ltd. and the other respondents. The petitioners are the Bank of India, the Union Bank of India, Dhanraj Mills Pvt. Ltd. , Mahesh Jayantilal Patel and Tejkumar Balkrishna Ruia. The Petition on behalf of the Bank of India and the Union Bank of India is signed by petitioner No. 5 Tejkumar Balkrishna Ruia as their constituted attorney. In the petition it is stated that the Bank of India holds, inter alia, 17, 187 fully paid up shares in Killick Nixon Ltd. (hereinafter referred to as the Company ). The register of shareholders of the Company shows the Bank of India as the holder of 17, 187 fully paid up shares. The Bank of India has sold 16, 706 shares out of theses shares to Dhanraj Mills Pvt. Ltd. These shares, however, have not been transferred by the Company in its register of Share-holders in the name of Dhanraj Mills Pvt. Ltd. ( 2 ) THE Union Bank of India holds inter alia, 5000 fully paid up equity-shares in the Company and its name is shown on the Register of Share-holders of company as the holder of these shares. The Union Bank of India has sold these 5000 shares to Dhanraj Mills Pvt. Ltd. The transfer has not, however, been effected in the Register of Shares by the Company. ( 3 ) DHANRAJ Mills Pvt. Ltd. is also a member of the Company and holds 20 fully paid up equity shares in the Company. Petitioner No. 4 Mahesh Jayantilal Patel is also a member of Company and holds 20 fully paid up equity shares in the Company. Tejkumar Balkrishna Ruia, who is the 5th petitioner, holds 10 fully paid up equity-shares of the Company and his name is shown as such in the Register of Share-holders of the Company. Four other members of the Company holding 11,253 share have consented to the petition filed. Letters of consent on their behalf are signed by the 5th petitioner Tejkumar Balkrishna Ruia, who holds a power of attorney from these consenting members. The members do consenting are Hiralal Amritlal Kotadia who holds 5466 shares, Amit Hiralal Kotadia who holds 267 shares, Ravindra Mulraj who holds 4150 shares and jawahar Ravindra Mulraj who holds 1400 shares. Letters of consent on their behalf are signed by the 5th petitioner Tejkumar Balkrishna Ruia, who holds a power of attorney from these consenting members. The members do consenting are Hiralal Amritlal Kotadia who holds 5466 shares, Amit Hiralal Kotadia who holds 267 shares, Ravindra Mulraj who holds 4150 shares and jawahar Ravindra Mulraj who holds 1400 shares. ( 4 ) AFTER this petition was admitted, the Company and the other respondents took out a Judges Summons praying that the order admitting the company petition should be revoked set aside and the company petition should be dismissed. The pleas which were taken in the Judges Summons were taken on a demurrer on the basis that the petition as filed was not maintainable. Basically the contention of the respondents was that the petitioners Nos. 1 and 2 viz. the Bank of India and the Union Bank of India could not be considered as "members" of the Company for the purposes of the sections 397 and 398 of the Companies Act, 1956, inasmuch as they had sold their shares and as such they did not have the necessary "interest" to maintain the petition. In their absence the other petitioners could not maintain the petition under sections 397 and 398 of the Companies Act as they did not have the necessary share-holding contemplated under section 399 of the Companies Act. The respondents also submitted that the consent given by the holders of 11,253 shares was not a valid consent in law to give such a consent. The contentions of the respondents were rejected by a learned Single Judge of this High Court who dismissed the Judges summons of the respondents by his judgment dated 9th December, 1981. The Company and the other respondents have the reopen filed the present appeal. ( 5 ) THE basic question that requires determination is whether a member of a Company who has transferred his share holding to another person but who continues to be on the register of members of company because the company has not deleted his name and entered the name of the transferee in his place, can maintain a petition under sections 397 and 398. Section 397 in plain language states that a petition can be filed by them if the affairs of the company are being conducted in manner prejudicial to public interest or in a manner which may be oppressive to any member or members. Such members who are being oppressed may or may not include the petitioning members. Under section 398 also a petition can be filed by any member of the company. Such a petition can be filed if affairs of the company are being conducted in a manner prejudicial to public interest or in a manner prejudicial to the interests of the company. Under sub-section (1) (b) of section 398 a petition can also be filed if, as a result of any material change in the management of control of the company as provided therein, it is likely that the affairs of the company will be conducted in a manner prejudicial to public interest or in a manner prejudicial to the interest of the company. Under Sections 397 and 398 there is a further qualification in respect of the members of the company who may wish to file a petition. This qualification is spelt out in section 399 of the Companies Act. Under Clause (1) of section 399 the members coming before the Court must constitute not less than 1/10th of the total number of members or a minimum of 100 members, whichever is less; in the alternative, any member or members who hold not less than 1/10th of the issued share capital of the company are also entitled to file a petition under section 397 or 398 provided they have paid all calls and other sums due on their shares. ( 6 ) UNDER sections 397 and 398 as they stand, therefore, any member or members who have the requisite qualifications under section 399 can file a petition under these sections. ( 7 ) WE have to examine whether there is any good reason for departing from the plain meaning of these sections and read down the term, "member" in order to exclude from its ambit "bare" members whose names continue on the Register ofMembers although they have sold their shares. Who is to be considered as a member for the purpose of sections 397 and 398 of the Companies Act ? Section 41 of the Companies Act defines a "member" as follows : section 41. Who is to be considered as a member for the purpose of sections 397 and 398 of the Companies Act ? Section 41 of the Companies Act defines a "member" as follows : section 41. Definition of "member":--- (1) The Subscribers of the memorandum of a Company shall be deemed to have agreed to become members of the company and, on its registration, shall be entered as members in its register of members. (2) Every other person who agrees in writing to become a member of a company and whose name is entered in its register of members, shall be member of the company. We are not concerned here with section 41, sub-section (1 ). Under section 41, sub-section (2), a person whose name is entered in the register of members shall be a member of the company. Ordinarily the name of a person who does not shares in a company cannot be entered in the Companys Register of Members. Hence there is no distinction between a member and a share-holder in the case of a company having a share capital. In A. Ramaiyas Guide to the Companies Act, 9th Edition, page 123 it is stated as follows : "in the case of a company limited by shares, a company limited by guarantee and having a share capital and an unlimited company whose capital is held in definite shares, the terms "member" and "share-holders" are synonymous and there can be no membership except through the medium of share-holding". In Palmers Company law, 22nd Edition, page 527 it is stated, "in the case of a company limited by shares, a member is person holding shares in the company; there can be no membership i. e. proprietary relationship to a company, otherwise than through the medium of share-holding. Consequently the terms "member" and "share-holders" are synonymous, apart from the now exceptional case of the bearer of a share warrant who is a share-holder but is not a member because he is not registered in the register of members. " Section 2 (27) of our Companies Act also spells out the same exception when it states that a "member in relation to a company does not include a bearer of a share-warrant of the company issued in pursuance of section 114. In case of (Howrah Trading Co. " Section 2 (27) of our Companies Act also spells out the same exception when it states that a "member in relation to a company does not include a bearer of a share-warrant of the company issued in pursuance of section 114. In case of (Howrah Trading Co. v. I. T. Commissioner) reported in A. I. R. 1959 S. C. 775 at p. 779 the Supreme Court has also observed that "the words holder of a share" are really equal to the word "share holder", and the expression "holder of a share" denotes, in so far as the company is concerned, only a person who, as a share-holder, has his name entered on the register of members. " ( 8 ) IT is important to bear this in mind because Mr. Chagla, learned Counsel for the Company, has sought to be his argument on the distinction between the rights of a members and rights of a share-holder of a company. He has submitted that there certain rights which are given to a member irrespective of his share-holding while there are other rights which are directly proportionate to his share-holding. The former, he has designated as the rights of a member and the latter, as the rights of a share-holder. The argument, though attractive, is fallacious. The Companies Act dies not contemplate a member who has no share in the company. It is true that under the provisions of the Companies Act there are various types of rights which have been given to the members of a company. Some of these rights which are given to the member are not dependent on the number of shares held by him e. g. the right to attend or speak at a meeting of the company, the right to take inspection of the various registers of the company, the right to receive notices of meetings and so on. There are also other rights which may be exercised by a member either jointly with other members or by himself if he holds the requisite minimum number of shares. Thus, for example, under the Articles of Association of a Company there may be a minimum share qualification for a member who wishes to stand for the post of a director. All these rights are rights which are conferred on the members of the company who are also described as its share-holders. Thus, for example, under the Articles of Association of a Company there may be a minimum share qualification for a member who wishes to stand for the post of a director. All these rights are rights which are conferred on the members of the company who are also described as its share-holders. In so far as some of these rights are in direct proportion to the number of shares held, it may be possible to look upon such rights as rights which are attached to the shares. But the rights of all types are rights enjoyed by the members of a company. ( 9 ) MR. Chagla, learned Counsel for the company, has submitted that a member who has transferred his shares enjoys only what he calls the right of a member. He cannot exercise the rights of a share-holder. He has then submitted that the right to file a petition under sections 397 and 398 is the right of a share-holder. A "bare" member who has transferred his rights as a share-holder to others cannot file such a petition. There are a number of fallacies in this argument. In the first place, there is no distinction between the rights of a member and the rights of a share-holder. A company recognises only its members as its shareholders and confers on them certain rights. A peculiar situation can, however, arise in the case of a member who has transferred his share-holding to another person. Ordinarily a transferee who has purchased the shares of the company is entitled to have his name entered in the register of members of the company and become its member. Under section 111 of the Companies Act, however, a company may have under its articles a right to refuse to register the transfer of, or the transmission by operations of law of the right to any shares of the company. In such a case a transferee who has been refused registration may go in appeal to the Central Government under the provisions of section 111 of the Companies Act. He is also entitled to take action for rectifying the register of members under section 155 of the Companies Act if the company has refused registration of his mane without sufficient reason. He is also entitled to take action for rectifying the register of members under section 155 of the Companies Act if the company has refused registration of his mane without sufficient reason. In the present case, the transferees have applied to the Company for registering their names as holders of the shares which they have purchased from the Bank of India and the Union Bank of India. The Company refused to register these transfers. We are told that an appeal under section 111 as well as application under section 155 of the Companies Act are both pending. In the meanwhile, however, since the transferees are not the members of the Company in respect of those shares, it would not be open to them to file a petition under sections 397 and 398 of the Companies Act relying on these shares as qualifying them under section 399 of the Act. The question is whether they can file such petition through the transferors. ( 10 ) FOR this purpose it is necessary to examine the nature of the relationship between (1) the transferor on the one hand and the transferee of shares on the other hand, (2) the Company on the one hand and the transferor on the other hand as also (3) the Company on the one hand, the transferee on the other hand. If we first examine the relationship between thetransferor and the transferee, it is now well established that the transferor is in the position of a constructive trustee who holds the share which have been sold for the benefit of the transferee. As such constructive trustee he is required to carry out all the just demands of the beneficiary. This relationship has been explained by our High Court in the case of (E. D. Sassoon and Co. Ltd. v. K. A. Patch) reported in 45 Bom. L. R. 46. Pratt, J. , in that case observed as follows : "under section 94 of the Indian Trusts Act the transferor holds the shares for the "benefit of the transferee to the extent necessary to satisfy his demands. Accordingly as the transferee holds the whole beneficial interest and the transferor has none, the transferor must comply with all reasonable direction that the transferee may give. Accordingly as the transferee holds the whole beneficial interest and the transferor has none, the transferor must comply with all reasonable direction that the transferee may give. The reason for this is plain, for the equitable interest of the beneficiary is brought into existence by the Court of Chancery for the purpose of promoting fair dealing. It would be most unconscionable for the seller of the shares to take advantage of non-registration and to deal with the shares as his own after taking the price from the purchaser. Equity, therefore, treats the purchaser as if he was the real owner and compels the registered holder to act as the agent of the beneficiary. For this reason, the beneficiary has a right to control the exercise by the trustee of the right to vote. "he has also further observed that as a trustee of shares the transferor is also a trustee of all property rights annexed to this shares. Since the right to vote is a right of property attached to the shares, the beneficiary is entitled to ask the transferor to exercise the right as per his direction. The observations of Pratt, J. , have been cited with approval by the Supreme Court in the case of (R. Mathalone v. Bombay Life Assurance Co. Ltd.) reported in A. I. R. 1953 S. C. 385 in paragraph 13. There is, therefore, good authority for the proposition that a constructive trustee can be asked by the beneficiary to exercise on his behalf all rights which pertain to his ownership of shares of a company. It is not, however, open to the beneficiary to ask the trustee nor can a trustee be compelled to undertake at the instance of the beneficiary, additional obligations. Thus, in the case of R. Mathalone v. Bombay Life Assurance Co. Ltd. referred to above the Supreme Court held that a constructive trustee who has sold his shares could not be compelled by the transferor to purchase new shares which have been offered by the Company to its members, especially because these were party paid shares. Thus, in the case of R. Mathalone v. Bombay Life Assurance Co. Ltd. referred to above the Supreme Court held that a constructive trustee who has sold his shares could not be compelled by the transferor to purchase new shares which have been offered by the Company to its members, especially because these were party paid shares. The Court observed: "we see no principle of equity or of general law which obliges a trustee to by new shares in his own name for the benefit of the cestui que trust, when in so doing he has to bear a heavier pecuniary burden than be undertook to bear as constructive trustee by reason of the sale of his shares in favour of the cestui que trust and which relationship was contemplated to last only till the time when the shares sold could not be registered in the name of the transferee. " ( 11 ) THE Company, however, recognises only the person who is its member as a share-holder. In other words, the rights that may exist between the Company and its members or shareholder can be exercised only by member. Similarly the Company can only look to its members for the discharge of their obligations to the company as its shareholders. The only person, therefore, who is entitled to exercise these rights and privileges or discharges these obligations is the transferor. The transferee is an outsider as far as the Company is concerned and his only right is to have the transfer registered and thus to get himself accepted as a member and shareholder of the company. If the transferee is denied this right he has a remedy under sections 111 and 155 of the Companies Act. (cf. Ved Prakash v. Iron Traders Pvt. Ltd.) reported in A. I. R. 1950 Punjab 427. He cannot, however, claim to exercise the rights or privileges as a member of the company or to discharge any obligations as a member of a shareholder of the company. He can only exercise such rights through the transferor who is his constructive trustee. Applying this principle, the Supreme Court, in the case of M/s. Howrah Trading Co. Ltd. v. Commissioner of Income tax, Central Calcutta, referred to earlier A. I. R. 1959 S. C. 775 observed that the transferee cannot claim any benefit which a shareholder may be having. He can only exercise such rights through the transferor who is his constructive trustee. Applying this principle, the Supreme Court, in the case of M/s. Howrah Trading Co. Ltd. v. Commissioner of Income tax, Central Calcutta, referred to earlier A. I. R. 1959 S. C. 775 observed that the transferee cannot claim any benefit which a shareholder may be having. We have been addressed at length on the question whether a transferor can be compelled by the transferee to file a petition under sections 397 and 398 of the Companies Act. It was submitted before us that the transferor can only be compelled by the transferee to perform those acts and duties which are attached to the holding of shares; for example, the transferee can compel the transferor to hand over to him dividends received in respect of such shares. He can also compel the transferor to hand over any benefits received in respect of thee shares because these are rights of property which are attached to the shares. It was submitted that the transferee cannot compel the transferor to do anything more or to perform on his behalf or to exercise at his behest his other rights which a are the rights arising from the membership of the company. More specifically, a transferee cannot compel a transferor to file a petition under sections 397 and 398. It is not necessary to go into the aspect because in the present case the transferor has not resisted any demand made by the transferee to file a petition under sections 397 and 398 of the Companies Act. In the present case the transferor has agreed to exercise all his rights as a holder of shares in question at the behest of the transferee and has in fact given a power of attorney for this purpose to the transferee. We may, however, point out that basically a constructive trustee is required to carry out all just and reasonable requests of the beneficiary. We may, however, point out that basically a constructive trustee is required to carry out all just and reasonable requests of the beneficiary. In so far as the rights pertaining to the property in the shares are concerned, there can be no doubt that all demands pertaining to the exercise of these rights would ordinarily be considered as just demands; though there may be special circumstances in a given case which may make the demand made by the beneficiary unreasonable; e. g. if a trustee is required to spend a large amount of money out of his own pocket in order to carry out the directions of the beneficiary. Broadly speaking, however, all the rights which are given to a member under the Companies Act are rights given to him in his capacity as a share-holder of the company. These rights enable him to participate in the working of the company as its shareholder. It is possible as say that the trustee can be asked by the beneficiary to exercise on his behalf not merely all rights and privileges attached to the shares but also conferred on the trustee by virtue of his being a share-holder so long as a trustee is not thereby asked to assume additional obligations or burdens, to spend any money from his own pocket or is put to any hardship. In the present case, the constructive trustee has not been put to any loss or hardship in filing the present petition because everything in connection with the filing of the petitions has been done by the transferees who hold a power of attorney from the transferors. Any way, in view of the facts in the present case we are not required to consider for the purpose of this present petition whether a transferee can compel a transferor to file a petition under sections 397 and 398 the Companies Act. ( 12 ) IS it open to the company to object to a member filing a petition under sections 397 and 398 of the Companies Act on the ground that the member is acting not in his own right but at the behest of an outsider, namely the transferee? Mr. Chagle, learned Counsel for the Company, has submitted that it is open to the Company to so object. Mr. Chagle, learned Counsel for the Company, has submitted that it is open to the Company to so object. He has submitted that under sections 397 and 398 of the Companies Act every member who comes before the Court must have a grievance either that he has been oppressed or that the Company is being conducted in a manner prejudicial to public interest or in a manner prejudicial to the interests of the company. The grievance must be a personal grievance of a member who comes before the Court. It cannot be a vicarious grievance, a grievance of his beneficiary. In support of his submission he also relies upon the provisions of section 399 of the Companies Act. Under section 399 of the Companies Act certain qualifications have to be met before a member can file a petition under sections 397 and 398 of the Companies Act. In view of these provisions a member who holds less than 1/10th of the issued share capital of the company, cannot file such a petition. Nor can a stray member file such a petition. In the submission of Mr. Chagla, this would indicate that the grievance which a member has must be a substantial grievance and it must be a personal grievance. The argument does not, however, bear scrutiny. Under sections 397 and 398 any personal grievance of the member himself is not contemplated. The cause of action under section 397 is the conduct of the affairs of a company in a manner prejudicial to public interest or in a manner oppressive to any member or members of the Company. Now, prejudice to public interest may not necessarily amount to a prejudice to the complaining member personally. Even in the latter category the oppression need not be of the members who file a petition. Oppression of other members can also be a grievance for filing a petition under section 397. The same is true of section 398, which requires examination, not of any personal prejudice to the petitioning members but of prejudice cause to the public interest or to the interests of the company. Section 399 cannot throw any further light on this aspect. It merely stipulates qualifications of members who are entitled to come under sections 397 and 398. It prescribes certain minimum qualifications which members should possess such as their numerical strength or the extent of their share capital. Section 399 cannot throw any further light on this aspect. It merely stipulates qualifications of members who are entitled to come under sections 397 and 398. It prescribes certain minimum qualifications which members should possess such as their numerical strength or the extent of their share capital. Under these provisions, therefore, any personal prejudice to the members for coming before the Court is not required. Looked at from a slightly different point of view, even assuming that come personal prejudice is required and even assuming that only those persons will come before the Court under these provisions as are personally prejudiced, it is possible to say that a transferor who is in the position of a constructive trustee qua the transferee is the only person who represents the interest of the transferee under the Companies Act. The only way in which a transferee can redress his grievance against the company is by acting through the transferor who holds the shares for the benefit of the transferee. The transferor, therefore, when he applies under sections 397 and 398 of the Companies Act, is acting in the interest of his beneficiary and he is seeking to redress the grievance of his beneficiary. Since he is bound by law to act in this manner, it cannot be said that such an action on his part is an action not to redress any grievance of his own because the interest of a beneficiary is in law the interest of the trustee. ( 13 ) IF the term member under sections 397 and 398 is construed to exclude all persons who have parted with the beneficial interest in the shares, there will be a large number of members who would be deprived of remedies provided in section 397 and 398 of the Companies Act. In most companies there are a large number of shares which are held by trustees under express trusts for the benefit of others. These trustees are the members of the company who would ordinarily be entitled to act on behalf of the beneficiaries and seek a remedy if so required, under sections 397 and 398 of the Companies Act. If persons who do not possess both a legal and a beneficial interest in the shares are to be excluded from the category of members for the purpose of these sections, then such express trustees will also have to be excludes. If persons who do not possess both a legal and a beneficial interest in the shares are to be excluded from the category of members for the purpose of these sections, then such express trustees will also have to be excludes. The result will be that in such cases neither the beneficiary nor the trustee can seek a remedy provided under sections 397 and 398 of the Companies Act. The Trustee cannot come before the Court because although he is a member he does not have any beneficial interest in the shares; while the beneficiary cannot come because although he has a beneficial interest in the shares, he is not a member of the company. A similar situation will also arise in the case of the executors of a deceased member who hold the shares for the legatees. Such a situation is not contemplated under the Companies Act. We cannot interpret these two sections in a manner which will deprive a large number of members who represent the interest of their beneficiaries from seeking a remedy under section 397 and 398 of the Companies Act. Such an interpretation is sought to be justified on the ground that only persons who have a "real" interest in the company are entitled to resort to sections 397 and 398. But in that case we would have to hold that the transferees of shares should be construed as member for the purpose of sections 397 and 398 of the Companies Act because they are the persons who have this "real" interest in the shares. Similarly, the legal representatives of deceased members whose names might not have been brought on the register of members but to whom the shares have been transmitted on the death of a member would also be persons who have a "real" interest in the shares and who would be similarly entitled to apply under sections 397 and 398 of the Companies Act. In fact some privileges of membership have been extended to the legal representatives of a decease member. Thus in the case of (Llewellyn v. Kasinata Rubber Estates Ltd.) reported in 1914-2 Ch. 670 it was held that the executors of a deceased member who did not get the shares registered in their own names had the same right to dissent from a reconstruction scheme as the deceased member who have had. Thus in the case of (Llewellyn v. Kasinata Rubber Estates Ltd.) reported in 1914-2 Ch. 670 it was held that the executors of a deceased member who did not get the shares registered in their own names had the same right to dissent from a reconstruction scheme as the deceased member who have had. A reference may also be made to the case of (In re: Bayswater Trading Co. Ltd.) reported in 1970 (1) Weekly L. R. 343 in this connection. In the case of (Stanmed Pvt Ltd. v. K. M. Saha) reported in 72 C. W. N. 601 a member whose name was wrongly removed from the Register and who had obtained an order from the Register and who had obtained an order from the Court for rectification of the register by reinstating his name, was held entitled to present a petition under sections 397 and 398. ( 14 ) THESE are cases where persons whose names were not on the Register of Members were allowed to exercise membership rights. Except for one decision which will be discussed a little later, we have not been shown any cases where a member has been prevented from excising his rights on the ground that he has parted with his interest in the shares. On the contrary, such members have been considered as entitled to all rights and privileges of membership. Thus in the case of (Pulbrook v. Richard Consolidated Mining Co.) reported in 9 Ch. D. 610 the Article of Association of the Company provided that no person should be eligible as a director unless he held as registered member in his own right capital of the nominal value of 500 at least. It was held that beneficial ownership was not necessary for a qualification. A registered holder of the required capital, though he had though he had transferred his shares to another, was eligible to be a director. ( 15 ) THE trend of judicial decision appears to be to enlarge the category of membership rather than to restrict it. It is interesting to note the course of the English Company Law in this connection. Section 210 of the English Companies Act, 1948 was comparable to our section 397. In the case of (Re. Jermyn Street Turkish Baths Ltd.) reported in (1970) All. It is interesting to note the course of the English Company Law in this connection. Section 210 of the English Companies Act, 1948 was comparable to our section 397. In the case of (Re. Jermyn Street Turkish Baths Ltd.) reported in (1970) All. E. R. 57 the Court held that the petitioners who were the administrators of the estate of a deceased member of a company had locus mandi as a "a member" of the company to present a petition under section 210 and held further that even though the petitioners were not registered as members of the Company the personal representatives of the deceased member must be regarded as members of the Company for the purpose of section 210. Thus, instead of curtailing the term "member" in a provision similar to section 397, the English Court extended the term member to cover the administrators of a deceased member. The decision was reversed in appeal but not on this point (cf. 1971-1 W. L. R. 1043 ). And though some authorities have doubted the correctness of the judgment, the position in England is now governed by the new section 75 (9) of the Companies Act, 1980 under which this right of the administrator is expressly recognised. The English Companies Act, 1980 has altered its provisions in this respect and under section 75, which deals with the powers of the Court to the grant relief against company in circumstances comparable to our section 397 a new sub-section (9) is inserted. As a result the section is made applicable to "a person who is not a member of a company but to whom shares in the company have been transferred or transmitted by operation of law" in the same manner that the section is made applicable to a member of a company; and reference to member or members is required to be construed accordingly in that section. In the absence of any such amendment in our Companies Act, it is not possible for us to construe sections 397 and 398 of the Companies Act so as to include within its scope persons to whom shares have been transferred but who are not on the register of members of the Company. In the absence of any such amendment in our Companies Act, it is not possible for us to construe sections 397 and 398 of the Companies Act so as to include within its scope persons to whom shares have been transferred but who are not on the register of members of the Company. If this cannot be done in order to give a right to persons having a "real" interest in the shares of the company it cannot also be done by eliminating from the category of member-trustees, whether express or constructive, who are said not to have any real interest in the shares. In fact, it is conceded by Mr. Chagla, learned Counsel for the Company, that express trustees are entitled to file a petition under sections 397 and 398 of the Companies Act. He sought to distinguish the position of a constructive trustee from that of an express trustee by saying that a constructive trustee was in the same position as a bare trustee and, therefore, he could be said not to have any real interest at all in the shares; while in the case of an express trustee it is possible that such a trustee may be obliged to carry out certain duties under the deed of trust; he would have more rights than a bare trustee. In our view, this distinction does not in any way help the Company. Both express and constructive trustees basically represent the interest of their beneficiaries. If persons who represent interest of others are to be excludes, then both express and constructive trustees would have to be excludes from the term "member". For the same reason, if an express trustee who represents the interest of a beneficiary is a member or can be construed as a member for the purpose of sections 397 and 398, then there is no reason why a constructive trustee should also not be so held as such a member. ( 16 ) IT is a basic Rule of construction that a section in a statute must be construed on the basis of the plain language used in the section. It is only in the case of any ambiguity that it is necessary to examine either the intention of the legislature or the surrounding circumstance sin order to remove such ambiguity. It is only in the case of any ambiguity that it is necessary to examine either the intention of the legislature or the surrounding circumstance sin order to remove such ambiguity. Maxwell on The Interpretation of Statutes, 12th edition page 29 has stated that where the language is plain and admits of but one meaning, the task of interpretation can hardly be said to arise. . . Where by the sue of clear and unequivocal language capable of only one meaning, anything is enacted by the legislature, it must be enforced however harsh or absurd or contrary to common sense the result may be. The interpretation of a statue is not to be collected from any notions which may be entertained by the Court as to what is just and expedient; words are not be construed, contrary to their meaning, as embracing or excluding case merely because no good reason appears why they should not be embraced or excluded. The duty of the Court is to expound the law as it stands, and to leave the remedy (if one be resolved upon) to others. " The Privy Council has observed in the case of (Pakala Narayana Swami v. Emperor) reported in A. I. R. 1939 P. C. 47 at p. 51 that when the meaning of words is plain it is not the duty of the courts to busy themselves with supposed intentions. " This principle is reiterated by the Supreme Court in the case of (I. T. Commer. v. Sodra Devi) reported in A. I. R. 1937 S. C. 832. It was observed that unless there is ambiguity in the words used in a statute it would not be open to the Court to depart from the normal rule of construction which is that the intention of the legislature should be primarily gathered from the words which are used. In our view, there is no ambiguity above the provisions of section 397 and 398 of the Companies Act and there is no need to go into the question of any supposed intention behind the enactment of sections 397 and 398 for the purpose of construing the term "member". ( 17 ) THE argument advanced by Mr. In our view, there is no ambiguity above the provisions of section 397 and 398 of the Companies Act and there is no need to go into the question of any supposed intention behind the enactment of sections 397 and 398 for the purpose of construing the term "member". ( 17 ) THE argument advanced by Mr. Chagla that a person who does not hold any beneficial interest in the shares should not be considered as a member for the purpose of sections 397 and 398 of the Act finds support in a decision of the Calcutta High Court in the case of (Hungerford Investment Trust Ltd. v. Turner Morrison and Co. Ltd.) reported in I. L. R. 1972 (1) Cal. 286 at p. 298. In that case the petitioners who were a company in winding up and who had filed a petition under sections 397 and 398 claimed that they held 515 shares in the respondent company through their liquidator whose name appeared on the register of members of the respondent company. These shares were subject to an agreement for sale. This agreement of sale was itself in dispute. We need not go into the various contentions which had been raised between the purchaser Mundhra and the liquidator. Pending these disputes relating to the sale of these shares the liquidator also mortgaged these shares to a third party and had recovered an amount equivalent to the purchase price of the shares. When the official Liquidator filed a petition against the respondents under sections 397 and 398 of the Companies Act, one of the issues which was framed for determination was whether the petitioner was entitled to maintain this application. The Calcutta High Court held that a member who seeks relief in cases of oppression must be a kind of member who has not lost his voice in the management of the company from whose oppression he wants relief form the Court without winding up the company. It also held that it be unrealistic to hold that a member, who has lost by reason of a decree for specific performance his whole right in the voice of management, could still apply under section 397 for relief from oppression of prejudice. It also held that it be unrealistic to hold that a member, who has lost by reason of a decree for specific performance his whole right in the voice of management, could still apply under section 397 for relief from oppression of prejudice. Having lost all rights a shareholder or a member there is no legal prejudice or oppression any more left for him to complain of within the meaning of section 397 of theCompanies Act. The Court was also impressed by the fact that the liquidator had already raised the money value of the shares by mortgaging and shares with Bank Hoffman. Bank Hoffman has obtained a decree of foreclosure in respect of these shares. In view of these facts the Court held that the petitioning company in liquidation or its liquidator could not be considered as members of the company. Two facts which weighted with the Court is coming to the conclusion that the petitioner or the liquidator could not be considered as members were (1) that there was decree of specific performance of an agreement of sale in respect of three shares and (2) there was a foreclosure decree in respect of the mortgage created by the liquidator in respect of these very shares. In view of these facts the Calcutta High Court appears to have come to the conclusion that the member who had filed a petition did not have any interest either in his own right or on behalf of anybody else in the shares of the company. The decision has turned upon the special facts. However, to the extent that the language of the decision suggests that a member who himself does not have any interest in the shares cannot file a petition under section 397 of the Companies Act, we feel that the same is not acceptable. To hold thus would result in a large body of members being deprived of any recourse to section 397 and 398. There can be a number of cases where a member, though he may not have any interest in the shareholding, may still be required to resort to these sections on behalf of the other persons who have an interest in the shareholding and on whose behalf or at whose instance the member may be required to act. There can be a number of cases where a member, though he may not have any interest in the shareholding, may still be required to resort to these sections on behalf of the other persons who have an interest in the shareholding and on whose behalf or at whose instance the member may be required to act. ( 18 ) THE next submission made on behalf of the company was that the petitioner who comes before the Court must come in respect of his entire shareholding. In the present case the Bank of India has filed the petition as a share-holder of 16,706 shares. It holds other shares also in the company. The Union Bank of India has filed the petition as a holder of 5000 shares. It also holds some additional shares in the company. The submission was that such a petitioner cannot file the petition. He may file the petition in respect of all his shares. It was submitted that membership in a company is one and indivisible and it would not be open to a member to file a petition under section 397 are 398 in respect of only a pert of his shareholding. Support was sought for this proposition from the provisions of section 399. It was urged that under section 399 a member or members holding not less than 1/10th of issued share capital can file such a petition provided that the applicants have paid all calls and other sums due to their shares. It was, therefore, submitted that calls must be paid in respect of the entire share-holding of a member. Under Rule 88 of Companies (Court) Rules, 1959 a petition under section 397 is required to be in Form No. 43. Form No. 43 requires a schedule to be filed showing, inter alia , the names of members, the number of shares held and whether all call and other sums due on the shares have been paid. It was, therefore, submitted that the scheme of sections 397, 398 and 399 contemplates that a member of the company must come to the Court in respect of his entire share-holding. Let us examine this argument. In the first place, a petition under section 397 is not required to be filed in respect of any share holding. The petition is required to be filed by a member in his capacity as a member. Let us examine this argument. In the first place, a petition under section 397 is not required to be filed in respect of any share holding. The petition is required to be filed by a member in his capacity as a member. A reference to shareholding is made in section 399 only for the purpose of prescribing a minimum qualification. The requisite shareholding enable a member to file a petition under sections 397 and 398. But the complaint that he makes is as a member of the company. Section 399 merely prescribes that in order to apply under sections 397 and 398 the number of members who come before the Court should be either not less than 100 members or not less than 1/10th of the total number of members of the company, whichever is less. This part of the qualification does not make any reference to shareholding at all. It relates to the number of members of the company. The second half of qualification prescribes that in the alternative any member or members can come by way of a petition under section 397 provided they hold between them not less than 1/10th of the issued share capital of the company (provided, of course, they have paid all calls and other sum due to their shares ). Section 399 does not state that a member is required to come in respect of his entire shareholding and it is not possible to read this condition into section 399. It was submitted that there will be serious difficulties if a member were to be permitted to petition only in respect of a portion of his shareholding. It has been suggested that a member might have sold some of his shares to another person and he might have said some other of his shares to somebody else or he might have retained only some of the share for himself and sold some of the shares to somebody else. In these cases it is possible that one of the purchasers whose name is not registered in the register of members may be desirous of coming by way of a petition under section 397 and the seller may be required to file such a petition on his behalf; while at the same time his own interest or the interest of the other purchaser from him may require him to defend such a petition. In such a situation it would be necessary for a member to be both a petitioner as well as a respondent. Now it is true that ordinarily it is not permissible of a person to be on two sides of the record even in different capacities. If a situation arises when a member may have such a conflict of interest, there would certainly be difficulties. While an express trustee may resign from one of the trusts in such a predicament, a constructive trustee does not have this facility. Perhaps one way of resolving such a difficulty would be by resorting to the exception which has been carved out to the rule that a person cannot be on two sides of the record even in different capacities. It is permissible for the same party to be both a petitioner and respondent in cases where it is possible for the Court to work out equities between the various parties who may be before the Court whether in support or against the matter at issue. Such a situation normally arises when suits are filed in a representative capacity. In the case of (Satyavrtt Sichantalankar v. The Artya Samaj, Bombay) reported in 45 Bom. L. R. 341 it has been observed as under: 13. If the term 'member' under sections 397 and 398 is construed to exclude all persons who have parted with the beneficial interest in the shares, there will be a large number of members who would be deprived of remedies provided in section 397 and 398 of the Companies Act. In most companies there are a large number of shares which are held by trustees under express trusts for the benefit of others. These trustees are the members of the company who would ordinarily be entitled to act on behalf of the beneficiaries and seek a remedy if so required, under sections 397 and 398 of the Companies Act. If persons who do not possess both a legal and a beneficial interest in the shares are to be excluded from the category of members for the purpose of these sections, then such express trustees will also have to be excludes. The result will be that in such cases neither the beneficiary nor the trustee can seek a remedy provided under sections 397 and 398 of the Companies Act. The result will be that in such cases neither the beneficiary nor the trustee can seek a remedy provided under sections 397 and 398 of the Companies Act. The Trustee cannot come before the Court because although he is a member he does not have any beneficial interest in the shares; while the beneficiary cannot come because although he has a beneficial interest in the shares, he is not a member of the company. A similar situation will also arise in the case of the executors of a deceased member who hold the shares for the legatees. Such a situation is not contemplated under the Companies Act. We cannot interpret these two sections in a manner which will deprive a large number of members who represent the interest of their beneficiaries from seeking a remedy under section 397 and 398 of the Companies Act. Such an interpretation is sought to be justified on the ground that only persons who have a "real" interest in the company are entitled to resort to sections 397 and 398. But in that case we would have to hold that the transferees of shares should be construed as member for the purpose of sections 397 and 398 of the Companies Act because they are the persons who have this "real" interest in the shares. Similarly, the legal representatives of deceased members whose names might not have been brought on the register of members but to whom the shares have been transmitted on the death of a member would also be persons who have a "real" interest in the shares and who would be similarly entitled to apply under sections 397 and 398 of the Companies Act. In fact some privileges of membership have been extended to the legal representatives of a decease member. Thus in the case of (Llewellyn v. Kasinata Rubber Estates Ltd.)5, reported in 1914-2 Ch. 670 it was held that the executors of a deceased member who did not get the shares registered in their own names had the same right to dissent from a reconstruction scheme as the deceased member who have had. A reference may also be made to the case of (In re: Bayswater Trading Co. Ltd.)6, reported in 1970(1) Weekly L.R. 343 in this connection. A reference may also be made to the case of (In re: Bayswater Trading Co. Ltd.)6, reported in 1970(1) Weekly L.R. 343 in this connection. In the case of (Stanmed Pvt Ltd. v. K.M. Saha)7, reported in 72 C.W.N. 601 a member whose name was wrongly removed from the Register and who had obtained an order from the Register and who had obtained an order from the Court for rectification of the register by reinstating his name, was held entitled to present a petition under sections 397 and 398. 14. These are cases where persons whose names were not on the Register of Members were allowed to exercise membership rights. Except for one decision which will be discussed a little later, we have not been shown any cases where a member has been prevented from excising his rights on the ground that he has parted with his interest in the shares. On the contrary, such members have been considered as entitled to all rights and privileges of membership. Thus in the case of (Pulbrook v. Richard Consolidated Mining Co.)8, reported in 9 Ch.D. 610 the Article of Association of the Company provided that no person should be eligible as a director unless he held as registered member in his own right capital of the nominal value of £500 at least. It was held that beneficial ownership was not necessary for a qualification. A registered holder of the required capital, though he had though he had transferred his shares to another, was eligible to be a director. 15. The trend of judicial decision appears to be to enlarge the category of membership rather than to restrict it. It is interesting to note the course of the English Company Law in this connection. Section 210 of the English Companies Act, 1948 was comparable to our section 397. In the case of (Re. Jermyn Street Turkish Baths Ltd.)9, reported in (1970)3 All.E.R. 57 the Court held that the petitioners who were the administrators of the estate of a deceased member of a company had locus mandi as a "a member" of the company to present a petition under section 210 and held further that even though the petitioners were not registered as members of the Company the personal representatives of the deceased member must be regarded as members of the Company for the purpose of section 210. Thus, instead of curtailing the term "member" in a provision similar to section 397, the English Court extended the term 'member' to cover the administrators of a deceased member. The decision was reversed in appeal but not on this point (cf. 1971-1 W.L.R. 1043). And though some authorities have doubted the correctness of the judgment, the position in England is now governed by the new section 75(9) of the Companies Act, 1980 under which this right of the administrator is expressly recognised. The English Companies Act, 1980 has altered its provisions in this respect and under section 75, which deals with the powers of the Court to the grant relief against company in circumstances comparable to our section 397 a new sub-section (9) is inserted. As a result the section is made applicable to "a person who is not a member of a company but to whom shares in the company have been transferred or transmitted by operation of law" in the same manner that the section is made applicable to a member of a company; and reference to member or members is required to be construed accordingly in that section. In the absence of any such amendment in our Companies Act, it is not possible for us to construe sections 397 and 398 of the Companies Act so as to include within its scope persons to whom shares have been transferred but who are not on the register of members of the Company. If this cannot be done in order to give a right to persons having a "real" interest in the shares of the company it cannot also be done by eliminating from the category of member-trustees, whether express or constructive, who are said not to have any real interest in the shares . In fact, it is conceded by Mr. Chagla, learned Counsel for the Company, that express trustees are entitled to file a petition under sections 397 and 398 of the Companies Act. In fact, it is conceded by Mr. Chagla, learned Counsel for the Company, that express trustees are entitled to file a petition under sections 397 and 398 of the Companies Act. He sought to distinguish the position of a constructive trustee from that of an express trustee by saying that a constructive trustee was in the same position as a bare trustee and, therefore, he could be said not to have any real interest at all in the shares; while in the case of an express trustee it is possible that such a trustee may be obliged to carry out certain duties under the deed of trust; he would have more rights than a bare trustee. In our view, this distinction does not in any way help the Company. Both express and constructive trustees basically represent the interest of their beneficiaries. If persons who represent interest of others are to be excludes, then both express and constructive trustees would have to be excludes from the term "member". For the same reason, if an express trustee who represents the interest of a beneficiary is a member or can be construed as a member for the purpose of sections 397 and 398, then there is no reason why a constructive trustee should also not be so held as such a member. 16. It is a basic Rule of construction that a section in a statute must be construed on the basis of the plain language used in the section. It is only in the case of any ambiguity that it is necessary to examine either the intention of the legislature or the surrounding circumstance sin order to remove such ambiguity. Maxwell on The Interpretation of Statutes, 12th edition page 29 has stated that where the language is plain and admits of but one meaning, the task of interpretation can hardly be said to arise ... Where by the sue of clear and unequivocal language capable of only one meaning, anything is enacted by the legislature, it must be enforced however harsh or absurd or contrary to common sense the result may be. Where by the sue of clear and unequivocal language capable of only one meaning, anything is enacted by the legislature, it must be enforced however harsh or absurd or contrary to common sense the result may be. The interpretation of a statue is not to be collected from any notions which may be entertained by the Court as to what is just and expedient; words are not be construed, contrary to their meaning, as embracing or excluding case merely because no good reason appears why they should not be embraced or excluded. The duty of the Court is to expound the law as it stands, and to leave the remedy (if one be resolved upon) to others." The Privy Council has observed in the case of (Pakala Narayana Swami v. Emperor)10, reported in A.I.R. 1939 P.C. 47 at p. 51 that when the meaning of words is plain it is not the duty of the courts to busy themselves with supposed intentions." This principle is reiterated by the Supreme Court in the case of (I.T. Commer. v. Sodra Devi)11, reported in A.I.R. 1937 S.C. 832. It was observed that unless there is ambiguity in the words used in a statute it would not be open to the Court to depart from the normal rule of construction which is that the intention of the legislature should be primarily gathered from the words which are used. In our view, there is no ambiguity above the provisions of section 397 and 398 of the Companies Act and there is no need to go into the question of any supposed intention behind the enactment of sections 397 and 398 for the purpose of construing the term "member". 17. The argument advanced by Mr. Chagla that a person who does not hold any beneficial interest in the shares should not be considered as a member for the purpose of sections 397 and 398 of the Act finds support in a decision of the Calcutta High Court in the case of (Hungerford Investment Trust Ltd. v. Turner Morrison and Co. Ltd.)12, reported in I.L.R. 1972(1) Cal. 286 at p. 298. Ltd.)12, reported in I.L.R. 1972(1) Cal. 286 at p. 298. In that case the petitioners who were a company in winding up and who had filed a petition under sections 397 and 398 claimed that they held 515 shares in the respondent company through their liquidator whose name appeared on the register of members of the respondent company. These shares were subject to an agreement for sale. This agreement of sale was itself in dispute. We need not go into the various contentions which had been raised between the purchaser Mundhra and the liquidator. Pending these disputes relating to the sale of these shares the liquidator also mortgaged these shares to a third party and had recovered an amount equivalent to the purchase price of the shares. When the official Liquidator filed a petition against the respondents under sections 397 and 398 of the Companies Act, one of the issues which was framed for determination was whether the petitioner was entitled to maintain this application. The Calcutta High Court held that a member who seeks relief in cases of oppression must be a kind of member who has not lost his voice in the management of the company from whose oppression he wants relief form the Court without winding up the company. It also held that it be unrealistic to hold that a member, who has lost by reason of a decree for specific performance his whole right in the voice of management, could still apply under section 397 for relief from oppression of prejudice. Having lost all rights a shareholder or a member there is no legal prejudice or oppression any more left for him to complain of within the meaning of section 397 of the Companies Act. The Court was also impressed by the fact that the liquidator had already raised the money value of the shares by mortgaging and shares with Bank Hoffman. Bank Hoffman has obtained a decree of foreclosure in respect of these shares. In view of these facts the Court held that the petitioning company in liquidation or its liquidator could not be considered as members of the company. Bank Hoffman has obtained a decree of foreclosure in respect of these shares. In view of these facts the Court held that the petitioning company in liquidation or its liquidator could not be considered as members of the company. Two facts which weighted with the Court is coming to the conclusion that the petitioner or the liquidator could not be considered as members were (1) that there was decree of specific performance of an agreement of sale in respect of three shares and (2) there was a foreclosure decree in respect of the mortgage created by the liquidator in respect of these very shares. In view of these facts the Calcutta High Court appears to have come to the conclusion that the member who had filed a petition did not have any interest either in his own right or on behalf of anybody else in the shares of the company. The decision has turned upon the special facts. However, to the extent that the language of the decision suggests that a member who himself does not have any interest in the shares cannot file a petition under section 397 of the Companies Act, we feel that the same is not acceptable. To hold thus would result in a large body of members being deprived of any recourse to section 397 and 398. There can be a number of cases where a member, though he may not have any interest in the shareholding, may still be required to resort to these sections on behalf of the other persons who have an interest in the shareholding and on whose behalf or at whose instance the member may be required to act. 18. The next submission made on behalf of the company was that the petitioner who comes before the Court must come in respect of his entire shareholding. In the present case the Bank of India has filed the petition as a share-holder of 16,706 shares. It holds other shares also in the company. The Union Bank of India has filed the petition as a holder of 5000 shares. It also holds some additional shares in the company. The submission was that such a petitioner cannot file the petition. He may file the petition in respect of all his shares. It holds other shares also in the company. The Union Bank of India has filed the petition as a holder of 5000 shares. It also holds some additional shares in the company. The submission was that such a petitioner cannot file the petition. He may file the petition in respect of all his shares. It was submitted that membership in a company is one and indivisible and it would not be open to a member to file a petition under section 397 are 398 in respect of only a pert of his shareholding. Support was sought for this proposition from the provisions of section 399. It was urged that under section 399 a member or members holding not less than 1/10th of issued share capital can file such a petition provided that the applicants have paid all calls and other sums due to their shares. It was, therefore, submitted that calls must be paid in respect of the entire share-holding of a member. Under Rule 88 of Companies (Court) Rules, 1959 a petition under section 397 is required to be in Form No. 43. Form No. 43 requires a schedule to be filed showing, inter alia , the names of members, the number of shares held and whether all call and other sums due on the shares have been paid. It was, therefore, submitted that the scheme of sections 397, 398 and 399 contemplates that a member of the company must come to the Court in respect of his entire share-holding. Let us examine this argument. In the first place, a petition under section 397 is not required to be filed in respect of any share holding. The petition is required to be filed by a member in his capacity as a member. A reference to shareholding is made in section 399 only for the purpose of prescribing a minimum qualification . The requisite shareholding enable a member to file a petition under sections 397 and 398. But the complaint that he makes is as a member of the company. Section 399 merely prescribes that in order to apply under sections 397 and 398 the number of members who come before the Court should be either not less than 100 members or not less than 1/10th of the total number of members of the company, whichever is less. Section 399 merely prescribes that in order to apply under sections 397 and 398 the number of members who come before the Court should be either not less than 100 members or not less than 1/10th of the total number of members of the company, whichever is less. This part of the qualification does not make any reference to shareholding at all. It relates to the number of members of the company. The second half of qualification prescribes that in the alternative any member or members can come by way of a petition under section 397 provided they hold between them not less than 1/10th of the issued share capital of the company (provided, of course, they have paid all calls and other sum due to their shares). Section 399 does not state that a member is required to come in respect of his entire shareholding and it is not possible to read this condition into section 399. It was submitted that there will be serious difficulties if a member were to be permitted to petition only in respect of a portion of his shareholding. It has been suggested that a member might have sold some of his shares to another person and he might have said some other of his shares to somebody else or he might have retained only some of the share for himself and sold some of the shares to somebody else. In these cases it is possible that one of the purchasers whose name is not registered in the register of members may be desirous of coming by way of a petition under section 397 and the seller may be required to file such a petition on his behalf; while at the same time his own interest or the interest of the other purchaser from him may require him to defend such a petition. In such a situation it would be necessary for a member to be both a petitioner as well as a respondent. Now it is true that ordinarily it is not permissible of a person to be on two sides of the record even in different capacities. If a situation arises when a member may have such a conflict of interest, there would certainly be difficulties. While an express trustee may resign from one of the trusts in such a predicament, a constructive trustee does not have this facility. If a situation arises when a member may have such a conflict of interest, there would certainly be difficulties. While an express trustee may resign from one of the trusts in such a predicament, a constructive trustee does not have this facility. Perhaps one way of resolving such a difficulty would be by resorting to the exception which has been carved out to the rule that a person cannot be on two sides of the record even in different capacities. It is permissible for the same party to be both a petitioner and respondent in cases where it is possible for the Court to work out equities between the various parties who may be before the Court whether in support or against the matter at issue. Such a situation normally arises when suits are filed in a representative capacity. In the case of (Satyavrtt Sichantalankar v. The Artya Samaj, Bombay)13, reported in 45 Bom.L.R. 341 it has been observed as under: "In proper cases the Court would in spite of that elementary rule of procedure, have the power to deal out justice between the parties even disregarding the elementary rule of procedure which requires that the same individual even in different capacities cannot be both a plaintiff and a defendant." In that case the plaintiff shad come in a representative capacity as members of a society called the Arya Samaj. The respondents were the members of the managing committee of Arya Samaj. A difficulty arose because the members of the managing committee who were the defendants would also be include in the category of members of the society and hence be the plaintiffs. The Court thereupon made the above observations. Whether such an exception can be cared out in the case of a petition under section 397 or not would be a matter for the Court to decide as and when such a situation arises. But it should be borne in mind that there would be difficulties even if we hold that a member would be required to come in respect of his entire share-holding and that as a necessary corollary, a member who could not come in respect of his entire share-holding would be debarred from making an application under sections 397 and 398 of the Companies Act e.g. some of the shares of a member may be blocked by appointment of a receiver. If he still has the requisite share holding without including those shares he could have filed a petition under section 397, which he would not be allowed to do because he would not be filing the petition in respect of his entire share-holding. Similarly a share-holder who has sold only a small portion of his share-holding will not be able to petition if for some reason the purchaser has not got his name entered in the register of members. Thus there are anomalies either way. In such a situation we can only adopt the language of Chagle, C.J. in 55 Bom.L.R. 236 p. 240 (Walchandnagar Industries Ltd. v. Ratanchand Khimchand Motishaw)14, that, "it is never a safe guide for a construction of a section merely to look at certain anomalies that may result from a particular interpretation being put upon the section. It is true that a Court must, if it can possibly do so, give an interpretation to a section which would not result in difficulties in the working of that section. But, on the other hand, many legislations and specially modern legislations, have been so farmed and so drafted that some anomaly or other is inevitable, and when such anomalies present themselves to the Court, the duty of the Court is to draw the attention of the Legislature to the removal of these anomalies and not to remove them itself by giving a construction contrary to the intention of the legislature." It is interesting to note that there is no provision corresponding to section 399 of the Companies Act in the English Companies Act. Under the English Act it is open to any member to complain about oppression and mismanagement. We have, however, chosen to impose a qualification on that right. By reason of such a qualification it is not, however, possible to hold that a member cannot rely upon only the requisite share-holding as makes him eligible for petitioning. In fact, by virtue of the provisions of section 399 there may be a number of cases where there might be difficulties; for example, it is argued before us that if a person were to purchase one share each from 100 members of the company, he could compel 100 members to file a petition under section 399 while if the purchaser had been registered by the company, he would not be able to do so. These are the difficulties which arise by reason of the fact that legal interest and beneficial interest in the shares are held by different persons. We cannot deal with hypothetical difficulties of this type. They will have to be resolved as and when occasion arises depending upon the facts and circumstances of the case. What is more important, all likely difficulties are not resolved by holding that a member must petition in respect of his entire share-holding. 19. It was next submitted that a right to apply under sections 397 and 398 of the Companies Act is a right which is personal to the member. He is required to exercise his own discretion. He cannot delegate his right under section 397 and 398 to anybody else. Since in the present case the Bank of India as well as the consenting members have delegated their right to petitioners Nos. 4 and 5 who have filed the petition on the basis of such delegation of authority, the petition is bad in law and not maintainable. This submission however, cannot be accepted. One of the cardinal principles of law is that agency can be created for all lawful purposes and all rights can ordinarily be delegated. In Bowstead on Agency, 14th Ed. p. 23 it is stated as follows: Article 7. An agent may be appointed for the purpose of executing any deed or doing any other act on behalf of the principal, which the principal might himself execute, make or do; except for the purpose of executing a right, privilege or power conferred, or of performing a duty imposed, on the principal personally, the exercise of performance of which requires discretion or skill, or for the purpose of doing an act which the principal is required, by or pursuant to any statute, to do in person. Our Court in the case of (K.K. Khadilkar v. Indian Hume Pipe Co. Ltd.)15, reported in A.I.R. 1967 Bom. 521 has upheld this principle and stated that, "the true position is that subject to certain well known exceptions, every person who is sui juris has a right to appoint an agent for any purpose whatever and he can do so when he is exercising a statutory right under the Industrial Disputes Act. "This was a case under the Industrial Disputes Act. "This was a case under the Industrial Disputes Act. The Court came to the conclusion that the representation of an employer company by a duly authorised agent was not excluded by section 36 sub-section (2) of the Industrial Disputes Act, 1947. Exceptions to this rule are basically two-fold; firstly delegations is not permissible when such delegation is prohibited by the statue or by the instrument conferring such a right. Secondly, delegation is not permissible when the power which is required to be exercised is inherently such that it cannot be delegated; e.g. when a person on whom power is conferred possesses some personal knowledge or personal skill or judgment and the power is conferred on him relying on this special personal quality or skill or judgment. In such a situation the person on whom the power is conferred cannot delegate it to anybody else e.g. when parties appoint a valuer he is required to exercise his own judgment. On the same principle judicial authority cannot be delegated. Same would apply to cases where, for example, the consent of the Advocate-General or of the Charity Commissioner is required. In the present case there is nothing in section 397 or 398 to indicate that any special personal skill, judgment or quality of a member is required to be used when a member exercises his right under section 397 or 398. In a broad sense every person who is required to exercise any right or privilege is required to apply his mind. But this does not disable him from appointing an agent to exercise that right or privilege. In fact, there may be a number of cases where a person concerned may be unable to apply his mind e.g. an illiterate person who is not aware of the fact or a person who is too ill or infirm to exercise the power. Such persons are entitled to appoint an agent to look after their affairs. It is the agent who will apply his mind to the affairs of his principal and use his own judgment. Members who are given a right to file a petition under sections 397 and 398 can, therefore, delegate their right to an agent who can exercise that right on their behalf. It was argued that under the Companies Act whenever delegation is permissible it is expressly provided. Members who are given a right to file a petition under sections 397 and 398 can, therefore, delegate their right to an agent who can exercise that right on their behalf. It was argued that under the Companies Act whenever delegation is permissible it is expressly provided. Our attention was drawn to some of the sections of the Companies Act where delegation is expressly permitted e.g. under section 60 it has been provided that prospectus may be signed by an agent of the director or proposed director. This, however, cannot imply that the rights and privileges which are given to members under the Companies Act are incapable of delegations unless expressly so provided. There is nothing in the Companies Act to suggest that it prohibits the application of the normal law of agency to the acts and obligations required to be performed under the Act. 20. The same would; be true in respect of the power to give consent under section 399 of the Companies Act. Under sub-section (3) of section 399 where any members of a company are entitled to make an application by virtue of sub-section (1), any one or more of them having obtained the consent in writing of the rest, may make the application on behalf and for the benefit of all of them. It has been submitted that the consent which is required to be given by members under sections-section (3) of section 399 for the purpose of filing a petition under sections 397 and 398 must be given by the members themselves. The power to give consent cannot be delegated. This submission also cannot be accepted for the same reasons as the previous submission. It is true that the person who gives consent is required to apply his mind. But a person who appoints an agent thereby authorises the agent to apply his mind and then give his consent. It is, therefore, the application of mind by the agent when he gives his consent that becomes relevant in such cases. Our attention was drawn to the decision in the case of (Makhan Lal Jain v. The Amrit Banaspati Co. Ltd.)16, reported in A.I.R. 1953 All. 326. It is, therefore, the application of mind by the agent when he gives his consent that becomes relevant in such cases. Our attention was drawn to the decision in the case of (Makhan Lal Jain v. The Amrit Banaspati Co. Ltd.)16, reported in A.I.R. 1953 All. 326. In that case the members who were said to have given their consent in writing to an application under section 153-C(3) of the Companies Act, 1913 were held not to have given their consent because the only document that was presented to Court for showing such consent was a document containing their signatures and the Court held that obtaining signatures of shareholders on a blank piece of paper cannot be considered as their consent in writing. It is difficult to see how this decision helps the Company. Similarly in the case of (Bengal Luxmi Cotton Mills Ltd.)17, reported in 35 Com. Cases 187 the Calcutta High Court upheld the contention that section 399 does not require that the consenting members should have the petition in front of them before they give their consent and for that purpose, the petition should be prepared well in advance of the consent in writing given by the members. This decision also does not throw any light on the question whether the right to give consent can be delegated or Not. The decision of the Madras High Court in the case of (M.G. Duraiswami v. Sakthi Sugars Ltd.)18, reported in 50 Com. Cases 145 also does not advance the argument of the Company. In that case the Madras High Court held that from the very nature of the case, 'consent in writing' contemplated in section 399(3) of the Act is a consent to the filing of a particular petition with a particular allegation for a particular relief under section 397 or section 398 or under both. They upheld the decision of the Calcutta High Court, namely that it was not necessary to prepare in a advance the actual petition and show it to the consenting members but it was necessary that the members, before they give their consent, ought to know about the nature of the particular petition and the nature of the allegation which would be made as well as the nature of relief which would be claimed. The Madras High Court said that there could not be blanket consent. The Madras High Court said that there could not be blanket consent. This decision also does not deal with the right of a member to delegate his power to given consent. All these decisions deal with cases where the members themselves had given their consent and the Court was required to consider whether the consent was given by the members after applying their mind to the nature of the petition which was being filed, to the allegation contained in it and the reliefs which were sought. In fact there can be no quarrel with the proposition that consent cannot be given in vacuo. Consent must be given after applying mind to the act for which consent is required and it has been so held by our High Court also in which consent is required and it has been so held by our High Court also in the case of Walchangnagar Industries Ltd. v. Ratanchand Khimchand Motishaw reported in 55 Bom.L.R. 236. But a person can delegate his authority to give consent. In that case the agent may apply his mind and give consent on behalf of his principal, except in such cases where the authority of the principal is not capable of delegation. Consent under section 399 is not such an exceptional case. 21. We have next to examine whether under the powers of attorney which have been given in the present case the power of attorney holder has in fact any authority to file a petition under sections 397 and 398 of the Companies Act. In the present case the Bank of India has given a power of attorney in respect of 16,706 shares in favour of the 4th and 5th petitioners and two others. It has also given a power of attorney in respect of 481 shares to the 4th and 5th petitioners and two others. The Union Bank of India has given a power of attorney in respect of 5000 share to the 5th petitioner and two others. The consenting shareholders have given powers of attorney in favour of the 4th and 5th petitioner and two others. The Union Bank of India has given a power of attorney in respect of 5000 share to the 5th petitioner and two others. The consenting shareholders have given powers of attorney in favour of the 4th and 5th petitioner and two others. Apart from the power of attorney given by the Bank of India in respect of 16,706 shares all the other powers of attorney are in identical terms and it will suffice to reproduce the relevant clause from the power of attorney dated 27th March, 1981 from the Union Bank of India to the 5th petitioner and 2 others : x x x x x x x WHEREAS 5000 Equity Shares in the capital of Killick Nixon Limited (a Company having its registered office at Killick House, Charanjit Rai Marg, Bombay 400 001 and hereinafter called "the Company") bearing distinctive numbers were of are contained in Annexure "A" hereto (hereinafter referred to as "the said Shares"), stand in our name in the records of the said Company but the beneficial interest whereof belongs to Dhanraj Mills Private Limited, the said Dhanraj Mills Private Limited having purchased the said Shares for valuable consideration." x x x x x x x x NOW KNOW YE AND THESE PRESENTS WITNESSETH we the said Union Bank of India do hereby NOMINATE CONSTITUTE AND APPOINT (1) Balkrishna Ramgopal Ruia, (2) Tejkumar Balkrishna Ruia, and (3) Hirendrakumar Balkrishna Ruia Jointly are severally to be our true and lawful attorneys in our name and on our behalf to do or cause to be done the following acts, deeds, matters and things that is to say : 1. To exercise for us and in our name "all rights and privileges and perform the duties which now or hereinafter may appertain to us as holders of the said Shares of the said Company standing in our name and also in respect of any new shares which may be allotted or issued to us by the said Company either as right shares (hereinafter called "the said right shares") or bonus shares (hereinafter after called "the said bonus shares") as a result of our being holders of the said shares. xxx xxx xxx 5. xxx xxx xxx 5. To file such suit or suits or to file such appeals to take such proceedings in respect of the said shares, the said right shares and the said bonus shares against the Company or against any other person for such relief as our Attorneys or Attorney shall think fit and to defend all suits, appeals and other proceedings which may be filed or taken by any person, company or party against us in respect of the said shares, the said right shares and the said bonus shares or any of them. 6. To represent us before any Court, the Company Law Board, any other authority or officer in respect of any matter or proceedings relating to the said share, the said right shares and the said bonus shares or in any matter or proceedings concerning the said Company. xxx xxx xxx 13. Generally to act in relation to the premises as fully and effectually in all respects as we ourselves could if personally present." Under Clause 1 of the power of attorney the power of attorney holder is authorised to exercise on behalf of the Union Bank of India all rights and privileges and to perform all duties which pertain to the Union Bank of India in its capacity as shareholder of 5000 equity shares of the Company. Thus under Clause 1 the power of attorney holder is entitled to exercise all rights and privileges and to perform all duties which the Union Bank of India would have exercised as a shareholder of 5000 shares. This would necessarily include a right to file a petition under sections 397 and 398 of the Companies Act which right was possessed by the Union Bank of India as a shareholder of 5000 equity shares. The other powers which are given in the power of attorney are specific powers which spell out some of the rights, privileges and duties which have been so delegated under Clause 1 of the power of attorney. Thus, under Clause 5 a specific power is given to file suits, appeals and to take such proceedings in respect of these shares against the Company or against any other person for such reliefs as the attorney may think fit. Thus, under Clause 5 a specific power is given to file suits, appeals and to take such proceedings in respect of these shares against the Company or against any other person for such reliefs as the attorney may think fit. Under Clause 6 the holder of the power of attorney has been given an authority to represent the Bank before any Court, the Company Law Board or any other authority. Clause 1, however, is in general terms and it confers on the agent all rights and privileges of the principal as a holder of 5000 equity shares. The clauses that follow specify some of these rights and privileges. In cases where a general power, is given followed by specific powers the specific powers so given do not curtail the generality of the powers conferred by the earlier clauses. However, where a specific power is given followed by the conferring of general powers, the Rule of ejusdem generis would apply and the general powers must be read as being in furtherance of the specific power and not as enlarging the specific power so given. Thus in the case of (Timblo Irmoas Ltd. v. Jorge Anibal Matos Sequeira)19, reported in A.I.R. 1977 S.C. 734, at p. 739 the Supreme Court sets out the rule of construction to the effect that general words following words conferring specifically enumerated powers cannot be construed so as to enlarge the restricted powers there mentioned. It goes on to observe that, "In fact, in a case like the one before us, where a general power of representation in various business transactions is mentioned first and then specific instances of it are given, the converse rule, which is often specifically stated in statutory provisions (the rules of construction of statutes and documents being largely common) applies. That Rule is that specific instances do not derogate from the width of the general power initially conferred. To such a case the ejusdem generis Rule cannot be applied." Our attention was drawn to Article 24 at page 75 to Bowstead on Agency, 14th Edition, where the rules of construction for powers of attorney have been laid down as follows : "Powers of attorney must be strictly construed, and are interpreted as giving only such authority as they confer expressly or by necessary implication. The following are the most important rules of construction : (a) The operative part of a deed is controlled by the recitals where there is ambiguity. (b) Where authority is given to do particular acts, followed by general words the general words are restricted to what is necessary for the proper performance of the particular acts. (c) General words do not confer general powers, but are limited to the purpose for which the authority is given, and are construed as enlarging the special powers only when necessary for that purpose. (d) The deed must be construed so as to include all incidental powers necessary for its effective execution." In the present case there is no ambiguity about Clause 1 of the power of attorney. Even if we construe Clause 1 with reference to the recital, the recital clearly mentions that the power of attorney is in respect of 5000 equity shares which are held by the Union Bank of India and which stand in the name of the Union Bank of India in the records of the Company but in irrespect of which the beneficial interest belongs to the 3rd petitioners who have purchased these shares for valuable consideration. The power of attorney is thus given to the beneficiaries so that they may exercise all rights, privileges and perform all duties in respect of 5000 shares as agents of the Union Bank of India. There is, therefore, no substance in the contention that the powers of attorney do not authorise the holders of powers of attorney to file petition under section 397 and 398 of the Companies Act. There is a similar clause in the powers of attorney given by the consenting members also. The right to give consent under section 399 sub-section (3) is a right which belongs to the members of the company and under Clause 1 this right is also delegated to the power of attorney-holder. 22. The power of attorney given by the Bank of India in respect of 16,706 shares, however, is said to stand on a slightly different footing because in the power of attorney which is given by the Bank of India in respect of 16,706 shares the Clauses 5, 6, 8, 13 and 14, which were originally there were deleted and the power of attorney as it stands does not contain these clauses. For the present purpose the relevant clauses are Clauses 5, 6 and 13. Under Clause 5 power is given to file suits, appeals and take proceedings in respect of shares; Clause 6 authorises the power of attorney holder to represent the share holder before any Court, the Company Law Board or any other Court; while Clause 13 is a general clause enabling the power of attorney holder to act in relation to the premises as fully and effectually in all respects as the shareholder could do if personally present. It is submitted that because of the deletion of these clause form the power of attorney given on behalf of the Bank of India, it would not be open to the petitioners to file the petition on behalf of the Bank of India in respect to 16,706 shares. There are other circumstances also which, according to the company, are relevant for the purpose of construing the power of attorney given by the Bank of India in respect of 16,706 shares. Those circumstances relate to the filing of the present petition. It has been submitted that the power of attorney given by the Bank of India in respect of 16,706 shares was not shown by the petitioners at the time when they filed the petition though other powers of attorney were disclosed nor was a xerox copy of the power of attorney filed. The suggestion is that the power of attorney in question was suppressed from the Court at the time when the petition was filed. It was only subsequently that the power of attorney was shown to the Court. At the time when the petition was being heard by the learned Single Judge, Mr. Cooper, learned Counsel for the petitioners, stated that he had been asked by the Bank of India to State to the Court that the petitioners had no authority from the Bank of India to file the petition. Now, can all these circumstances affect in any way the construction of the power of attorney given by the Bank of India in respect of 16,706 shares? The power of a attorney has to be construed as it stands. Now, can all these circumstances affect in any way the construction of the power of attorney given by the Bank of India in respect of 16,706 shares? The power of a attorney has to be construed as it stands. Clause 1 of the power of attorney which in terms is identical with Clause 1 of all other powers of attorney confers very wide powers on the holder of the power of attorney including the power to file a petition under sections 397 and 398. Omission of certain specific powers set out after general powers given in Clause 1 cannot in any way curtail the provisions of Clause 1. The so called surrounding circumstances which incidentally are not the surrounding circumstances relating to the execution of the power of attorney but which refer for event that transpired later on, cannot in any way throw any light on the construction of the power of attorney. Nor can the statement made in Court in any way affect the provisions of the power of attorney. The document has to be construed as it stands. It is only in the case of ambiguity in the document that it is possible to look at the circumstances surrounding the execution of the power of attorney, as well as antecedent correspondence, or the conduct of parties. Such a situation has not arise in the present case. In the case of (Bomanji Ardeshir Waida v. The Secretary of the State of India)20, reported in 31 Bom.L.R. 356 the Privy Council observed that"... this way of approaching the true construction of the deed is quite illegitimate... Nothing is better settled than that when parties have entered into a formal contract that contract must be construed according to its own terms and not explain or interpreted by the antecedent communing which led up to it." The same position has been reiterated in the case of (Sunitabala Debi v. Manindra Chanda Roy Chowdhary)21, reported in 32 Bom.L.R. 1553 where the deed was considered as it stood even if the result was that the document was found in embody a bargain intended by neither of the parties to it. In view of these settled principles, the power of attorney, given by the Bank of India as the shareholder of 16,706 shares must be construed as it stands. In view of these settled principles, the power of attorney, given by the Bank of India as the shareholder of 16,706 shares must be construed as it stands. Under Clause 1 of this power of attorney, the holder cane exercise all rights and privileges that he shareholder of 26,706 shares could have exercised. This would include the right to file a petition under sections 397 and 398. 23. In any case for the purpose of the present appeal it is not necessary to take into a account 16,706 shares which are the subject-matter of the disputed power of attorney. The shareholding necessary for maintaining the present petition is 12.495 shares which constitute 1/10th of the share capital of the company. Even if 126.706 shares of the Bank of India are excluded, the other petitioners between them hold 16,303 shares; these consist of 5000 shares of the Union Bank of India, 20 shares of each of the petitioners Nos. 3 and 4, 10 shares each of petitioner No. 5 and 11,253 shares of the consenting members. These shares constitute more than 1/10th of the share capital of the company. Even if the power of attorney given by the Bank of India is ignored the petition will be maintainable. 24. In the premises, in our view, the petitioners have the requisite locus standi to maintain the petition in question. The learned Single Judge has rightly dismissed the Judge's summons. 25. The appeal is, therefore, dismissed with costs. Costs to be on a long cause scale in view of the issues involved and are quantified at Rs. 15,000/-. 26. Mr. Chagla makes a statement that the General Body Meeting of the company will not be held before 31st March, 1982. ----- 33. Learned Counsel for the petitioner, Shri M.V. Paranjpe, contended relying on the provisions of the scheme, that there are representations made in the scheme to offer incentives. If the incentives were offered and the scheme was to be made known to all persons and if the petitioner has invested large sum in his industry and has acted on the faith of these representations that he will obtain the eligibility certificate and necessary benefits under the scheme, then respondent No. 1 cannot resile from the representations made in the said scheme. For this purpose, he relied on the judgment of the Supreme Court in (The Union of India and others v. M/s. Indo-Afghan Agencies etc.)1, A.I.R. 1968 S.C. 718. As far as India is concerned, this judgment of the Supreme Court can be taken to be the original judgment enunciating the principle of promissory estoppel. Learned Counsel for the petitioner heavily relied on this judgment and contended that the Supreme Court has stated in this judgment that the crown or the Government is also bound by the promises made by it and if the promises have been made and the persons and citizens have acted on the basis of those promises, then the Government, even if the scheme is of executive character, cannot take the defence of executive necessity or any other defence and it must be held that the Government is bound by the promises made by it to the citizens. This was a case where a scheme, namely, Export Promotion Scheme providing incentives to exporters of woollen goods under the Imports (Control) Act, 1947, was in issue. By the said scheme, the exporters were invited to get themselves registered with the Textile Commissioner and it was represented that the exporters will be entitled to import raw materials of the total amount equal to 100 per cent of the f.o.b. value of exports. The respondents firm exported woollen goods of the f.o.b. value of Rs. 5,03,471.73 np., but the Deputy Director in the office of the Textile Commissioner, Bombay, issued to the respondents an Import Entitlement Certificate for Rs. 1,99,459 only. The respondents under Article 226 of the Constitution moved a petition before the High Court of Punjab praying for a writ or an order directing the Union of India and other concerned officers to issue a licence permitting import of certain raw materials of value of Rs. 3,04,012.73 np. The High Court held that the respondents were entitled to the issue of licence as prayed for. 3,04,012.73 np. The High Court held that the respondents were entitled to the issue of licence as prayed for. In appeal by the Union of India and others to the Supreme Court , J.C., Shah, J., (as he then was), observed as follows (at page 726) :--- "We hold that the claim of respondents is appropriately founded upon the equity which arises in their favour as a result of the representation made on behalf of the Union of India in the Export Promotion Scheme, and the action taken by the respondents acting upon that representation under the belief that the Government would carry out the representation made by it. On the facts proved in this case, no ground has been suggested before the Court for exempting the Government from the equity arising out of the acts done by the exporters to their prejudice relying upon the representation." At other places, the Supreme Court has held :--- "....We cannot, therefore, accept ... that the courts are powerless to grant relief, if the promised import licence is not given to an exporter who has acted to his prejudice relying upon the representation." At page 728 of the same judgment in paragraph 23, the Supreme Court has further observed :--- "Under our jurisprudence the Government is not exempt from liability to carry out the representation made by it as to its further conduct and it cannot on some undefined and undisclosed ground of necessity or expediency fail to carry out the promise solemnly made by it, nor claim to be the judge of its own obligation to the citizens on an ex parte appraisement of the circumstance in which the obligation has arisen...." This is, in our opinion, a clear case of promissory estoppel of further conduct. Here is a representation made by the Government, which is on the record and an assurance, which related to the further conduct and this representation gave rise to enforceable obligation in this case. It may also be noted that in this case the representations were specifically made acting under the provisions of the imports and Exports (Control) Act. This was a scheme based on this Act and it involved import and export and Textile Commissioner was bound to consider the application for entitlement under the provisions of the said Act. It may also be noted that in this case the representations were specifically made acting under the provisions of the imports and Exports (Control) Act. This was a scheme based on this Act and it involved import and export and Textile Commissioner was bound to consider the application for entitlement under the provisions of the said Act. Then, Shri Paranjpe relied on another authority of the Supreme Court reported in (Century Spinning and Manufacturing Co. Ltd. and another v. The Ulhasnagar Municipal Council and another)2, A.I.R. 1971 S.C. 1021. In that case, in paragraph 11 relying on the judgment in the case of Union of India v. M/s. Indo Afghan Agencies Ltd. cited (supra), the Supreme Court observed as follows :--- "Public bodies are as much bound as private individuals to carry out representations of facts and promises made by them, relying on which other person have altered their position to their prejudice. The obligation arising against an individual out of his representation amounting to a promise may be enforced by a person who acts upon the promise; when the law requires that a contract enforceable at law against a public body shall be executed in the manner prescribed by statute, the obligation if the contract be not in that form may be enforced against it in appropriate cases in equity....." In this case, learned Counsel for the petitioner also faintly suggested that this case is also an authority to hold that the petitioner may not be restrained from substantiating his right to obtain the eligibility certificate and his right in equity can be granted by this Court under Article 226 of the Constitution, although there is no direct discussion on this point in both the judgment of the Supreme Court. 34. The third case which was relied upon by learned Counsel for the petitioner was (M/s. Motilal Pandampat Sugar Mills Co. Ltd. v. The State of Uttar Pradesh and others)3, A.I.R. 1979 S.C. 621. This was a judgment delivered by the Division Bench of the Supreme Court and in this case the Supreme Court has enunciated the principle of promissory estoppel. We will not burden this judgment with the detailed narration given by the Supreme Court. Suffice it to say that the doctrine of promissory estoppel has been completed elaborated by the Supreme Court and the scope of this doctrine has been made sufficiently wider. We will not burden this judgment with the detailed narration given by the Supreme Court. Suffice it to say that the doctrine of promissory estoppel has been completed elaborated by the Supreme Court and the scope of this doctrine has been made sufficiently wider. It is stated in this judgment and it was heavily relied upon the learned Counsel for the petitioner that doctrine of promissory estoppel is available also as a cause of action, if necessary to satisfy the equity. It is not necessary, in order to attract the applicability of the doctrine of promissory estoppel, that the promisee, acting in reliance on the promise, should suffer any detriment. What is necessary is only that the promisee should have altered his position in reliance on the promise. But if by detriment we mean injustice to the promisee which would result if the promissory were to resile from his promise, then detriment would certainly come in as a necessary ingredient...... Where the Government makes a promise knowing or intending that it would be acted by the promisee, and, in fact, the promisee acting in reliance on it, alters his position, the Government would be held bound by the promise and the promise would be enforceable against the Government at the instance of the promisee, notwithstanding that there is no consideration for the promise and the promise is not recorded in the form of a formal contract as required by Article 299 of the Constitution..... The Government cannot claim to be immune from the applicability of the rule of the promissory estoppel and repudiate a promise made by it on the ground that such promise may fetter its future executive action. 35. However, in the same judgment, the Supreme Court has further observed as follows :--- "....But since the doctrine of promissory estoppel is an equitable doctrine, it must yield when the equity so requires. If it can be shown by the Government that having regard to the facts as they are subsequently transpired, it would be inequitable to hold the Government to the promise made by it, the Court would not rise an equity in favour of the promise and enforce the promise against the Government ...." The judgment of the Supreme Court highlights the principle of promissory estoppel, which can be relied on between the Government acting in its executive power and the citizens. It also gives direction to show as to in what kind of cases this principle of promissory estoppel will not be attracted. If the Government is able to show the facts, which have transpired since making of the promise and is further able to show that the public interest would be prejudiced where the Government held by the promise made by it, and if it brings all the facts before the Court, the Court will have to balance the public interest in the Government (sic) and cannot hold it liable for carrying out the promise made by it to the citizen. If the public interest suffers or, is likely to suffer, by carrying out the promise, then the Court will have to decide which way the equity lies. However, it has also been observed by the Supreme Court that the Court would not act on the mere ipse dixit of the Government, for it is the Court which has to decide and not the Government whether the Government should be held exempt from liability. It is also stated that ex parte appraisement of the circumstances of the Government alone will not be a sufficient answer for the Court to hold Government exempt from the applicability of the principle promissory estoppel, that is to say, the Government is not the sole judge of its own case in repudiating the promise. The Government cannot claim to be exempt from the liability to carry out promise of some indefinite and undisclosed ground of necessity or expediency. 36. The enunciation of the principle of promissory estoppel made in these judgment has been again reviewed by the Supreme Court in its an other decision in (M/s. Jit Ram Shiv Kumar and others v. The State of Haryana and another)4, A.I.R. 1980 S.C. 1285. This is also a case decided by the Division Bench of the Supreme Court presided over by S. Murtaza Fazal Ali and P.S. Kailasam, JJ. In this case, the question for determination arose before the supreme Court in the following circumstances. That certain octroi duty was to be imposed by the Municipal Committee and it appears that the municipal committee had on certain earlier occasion amended certain rules by which duty was not required to be paid by the concerned persons. In this case, the question for determination arose before the supreme Court in the following circumstances. That certain octroi duty was to be imposed by the Municipal Committee and it appears that the municipal committee had on certain earlier occasion amended certain rules by which duty was not required to be paid by the concerned persons. However, the Government had power to direct the Municipal Committee to collect the octroi, duty, under which the Municipal Committee had failed to take action under section 236 of the Punjab Municipal Act. In connection with this case, the Supreme Court had an occasion to consider and examine the principle of promissory estoppel and the Supreme Court has exhaustively dealt with the case law on this point and has also referred to the authorities, which were relied upon here also by learned Counsel for the petitioner, and in this case, the Supreme Court has given a summary of the principle of promissory estoppel at page 1302 as follows :--- "The scope of the plea of doctrine of promissory estoppel against the Government may be summed up as follows : (1) The plea of promissory estoppel is not available against the exercise of the legislative functions of the State. (2) The doctrine cannot be invoked for preventing the Government from discharging its functions under the law. (3) When the officer of the Government acts outside the scope of his authority the plea of promissory estoppel is not available. The doctrine of ultra vires will come into operation and the Government cannot be held bound by the unauthorised acts of its officers. (4) When the officer acts within the scope of his authority under a scheme and enters into an agreement and makes a representation and a person acting on that representation puts himself in a disadvantageous position, the Court is entitled to require the officer to act according to the scheme and the agreement or representation. The officer cannot arbitrarily act on his mere whim and ignore his promise on some underlined and undisclosed grounds of necessity or change the conditions to the prejudice of the person who had acted upon such representation and put himself in a disadvantageous position. The officer cannot arbitrarily act on his mere whim and ignore his promise on some underlined and undisclosed grounds of necessity or change the conditions to the prejudice of the person who had acted upon such representation and put himself in a disadvantageous position. (5) The officer would be justified in changing the terms of the agreement to the prejudice of the other party on special considerations such as difficult foreign exchange position or other matters which have a bearing on general interest of the State." 37. Then, in paragraph 40 of the said judgment, the Supreme Court has examined the case of Moti Lal Padampat Sugar Mills Co. (P) Ltd. cited (supra) and it is especially stated that in that case, the question as to when the doctrine of promissory estoppel would be attracted against the Government validly confirming what has been consistently stated by the Supreme Court with some qualifications. It is stated thus : "....there can be no promissory estoppel against the exercise of legislative power and the legislature cannot be precluded from exercising its legislative functions by resort to the doctrine of promissory estoppel... When the Government owes a duty to the public to act differently, promissory estoppel could not be invoked to prevent the Government from doing so. The doctrine cannot be invoked for preventing the Government from acting in discharge of its duty under the law. The Government would not be bound by the acts of its officers and agents, who act beyond the scope of their authority. A person dealing with an agent of the Government must be held to have noticed all the limitations of his authority. Expressing agreement with the above, the Supreme Court, however, has stated certain qualifications and explained the case. We need not go into the discussion of the subjects discussed in both the two judgments. Suffice it to say that the principles laid down in these cases are sufficiently clear and it can be summarised as follows : (1) That principle of promissory estoppel can be attracted even in the case of the Government acting in its executive capacity; (2) There must be sufficient representation made; and (3) The person must have acted on that representation to his detriment on the faith of the representation, then the doctrine of promissory estoppel becomes applicable irrespective of the fact whether the Government is a party to the transaction. Bearing in mind these principles, we will now consider the present case. 38. Before doing so, we may refer to another decision, on which reliance was placed by learned Counsel for the petitioner. This was a decision given by a Division Bench of the Gujarat High Court in (M/s. Kothari Products Company, Rajkot v. Govt. of Gujarat)5, A.I.R. 1982 Guj. 107. This was a direct case and, perhaps, the nearest case, which directly supports the contention of the petitioner. Here, in this case, under a scheme, for a factory which was dealing in manufacture of Vanaspati ghee, some concessions were made available. As a result of this encouragement, the petitioner was compelled to stop its certain activities at certain times and it started manufacturing Vanaspati ghee by extraction of groundnut oil as also from minor oil seeds like cotton seeds. For this purpose, the petitioner had erected plants, where these operations were carried out by the petitioner. It appears that in this case, the scheme was in operation and in 1979, the petitioner has also obtained the benefits of the scheme. Learned Counsel for the petitioner relied on paragraph 7 of this judgment. In that paragraph, the learned Judges of the Gujarat High Court culled out the paragraph relying on the judgment in Jit Ram's case, A.I.R. 1980 S.C. 1285, and have upheld the plea of the petitioner in that case and they have granted the necessary relief to the petitioner and they have applied the principle of promissory estoppel in that case. Learned Counsel for the petitioner heavily relied on this case, because in this case, large sums of money were invested relying on the assurance of the Government and benefits under the scheme were also given in 1977. It was represented that doctrine of promissory estoppel is applicable and, therefore the Government was directed not to apply certain resolutions, which were passed in the year 1979. Learned Counsel for the petitioner, relying on all these cases, contended, bearing the observations of the Supreme Court and to the Gujarat High Court, in mind that in the present case also the petitioner stands in the similar position, like the one, which is disclosed by the judgments, which are cited above. Learned Counsel for the petitioner, relying on all these cases, contended, bearing the observations of the Supreme Court and to the Gujarat High Court, in mind that in the present case also the petitioner stands in the similar position, like the one, which is disclosed by the judgments, which are cited above. In our opinion, after having gone carefully through all the judgments, including the judgment of the Supreme Court in Jit Ram's case, it is not possible to hold that these cases have gone into the particular provisions of the particular schemes as were challenged before the courts and which were considered by the courts. Even the latest authority of the Gujarat High Court, which was cited by learned Counsel for the petitioner, does not describe the actual terms of the scheme. In the judgment of the Supreme Court, the reference to the principle of promissory estoppel was based on the undisputed facts that certain assurances were given by the Government and, therefore, we may immediately refer to the case of M/s. Motilal Padampat sugar Mills Co. Ltd., A.I.R. 1979 S.C. 621. In this judgment, it is useful to refer to the specific portion where this particular position is made clear by the Supreme Court itself. From the facts appearing at page 626, it appears that the appellant in that case had approached different financial institutions, on the basis of an announcement by the Secretary to the Industries Department of Uttar Pradesh that certain industrial units will be exempt from payment of sales tax for a period of three years, for financing this project which the appellant intended to set up in Uttar Pradesh for manufacturing Vanaspati ghee and this financing of project was firstly doubted by those whom the appellant approached, and, therefore, the appellant approached the Government to find out what were the assurances of the Government. The appellant's representative met the 4th respondent, who was then the Chief Secretary as also Advisor to the Governor, and intimated to him that the appellant was setting up the factory solely on the basis of the assurance given on behalf of the Government regarding exemption from sales tax. The appellant's representative met the 4th respondent, who was then the Chief Secretary as also Advisor to the Governor, and intimated to him that the appellant was setting up the factory solely on the basis of the assurance given on behalf of the Government regarding exemption from sales tax. The 4th respondent there upon reiterated the assurance of the Government that the appellant's unit will be granted sales tax exemption, but this was not satisfactory and, therefore, the appellant addressed a letter to the Government and it is in pursuance of this letter that the fourth respondent, who was acting as Advisor to the Governor, replied to the appellant and stated that certain assurances were given. It was found in that case that the fourth respondent categorically stated in his letter in reply to the appellant's letter that Vanaspati ghee factory will be entitled to exemption under the U.P. Sales Tax Act from the date of production or from the date of power connection. In view of this unequivocal assurance by the fourth respondent who was not only the Chief Secretary, but also the Advisor to the Governor functioning under the President's rule, the appellant went ahead with the setting up of the Vanaspati factory. The appellant by its letter dated 25th April, 1979 advised the 4th respondent that the U.P. Finance Corporation being convinced by the clear and categorical assurance given by the 4th respondent that the Vanaspati factory of the appellant would be entitled to exemption from sales tax for a period of three years from the date of commencement of production, had sanctioned financial assistance to the appellant and the appellant was going ahead with the project in full speed to enable it to start production at the earliest. It is against this background that this principle came to be enunciated by the Supreme Court and it is borne out by the facts in this case appearing in paragraph 3 where there is a specific reference to the fact that the 4th respondent by his letter, on behalf of the State Government, gave an assurance that the appellant would be exempt from liability of payment of sales tax for a period of three years. It is relying on this specific assurance given by a responsible officer of the State Government, the Supreme Court has observed in that case that the basis of the doctrine of promissory estoppel is the interposition of equity and equity has always, true to form, stepped in to mitigate the rigours of strict law. It is against this background that the doctrine of promissory estoppel was held attracted in that case. And having regard to this background, we do not find how this case on facts can assist the petitioner in this case. 39. The next case, which is nearest to the case of the petitioner and which is heavily relied upon by learned Counsel for the petitioner, is of Gujarat High Court. In this case also, we have carefully considered the judgment of the Gujarat High Court and we find that here the Government had actually given the benefits of the scheme to the petitioner in this case in the year 1977 and he was deriving those benefits for certain period. It was only after the issue of certain resolutions by the Government of Gujarat that the petitioner there was denied the benefits or the benefits were taken away. One thing is clear that the petitioner there was actually enjoying the benefits provided under the relevant scheme by the Government from 1977. It is because of this denial or taking away of the benefits that the petitioner was forced to file the writ petition. If the petition was in fact given those benefits under the particular scheme, and an assurance given in pursuance of which the petitioner claimed the benefits, then it must be said that the Gujarat High Court rightly upheld the claim of the petitioner and the Court was justified in granting the relief which the petitioner prayed for in that case. 40. Having distinguished those two cases on facts, we now come to the present petition. We have already narrated above the provisions of the scheme as are contained in the Government resolution. From the facts appearing in the above two cases, it cannot be said that the particulars of the relevant schemes were stated in them and, therefore, it cannot be said that the Court had an occasion to consider the particular provisions of the relevant schemes. 41. From the facts appearing in the above two cases, it cannot be said that the particulars of the relevant schemes were stated in them and, therefore, it cannot be said that the Court had an occasion to consider the particular provisions of the relevant schemes. 41. As against the arguments of learned Counsel for the petitioner, Shri S.S. Choudhari, learned Government Pleader, relied on certain other judgments of the Supreme Court to show that the doctrine of promissory estoppel is not available as against the Government acting in its executive capacity. It was stated by the learned Government Pleader that the judgment of the Supreme Court in Jit Ram's case, A.I.R. 1980 S.C. 1285 itself mentions this fact in paragraph 12, wherein the Supreme Court has observed as follows :--- "A Bench of Four Judges of this Court in a decision (Excise Commr. U.P. Allahabad v. Ram Kumar)6, A.I.R. 1976 S.C. 2237, after examining the case-law on the subject observed that 'it is now well settled by a catena of decisions that there can be no question of estoppel against the Govt. in exercise of its legislative, sovereign or executive powers'. The earlier decisions of this Court in (N. Ramanatha Pillai v. State of Kerala)7, ..... A.I.R. 1973 S.C. 2V41, and (State of Kerala v. Gwalior Rayon Silk Manufacturing (Wvg.) Co. Ltd.)8,.... A.I.R. 1973 S.C. 2734 were followed. It may, therefore, be stated that the view of this Court has been that the principle of estoppel is not available against the Government in exercise of legislative, sovereign or executive power." 42. Then the learned Government Pleader relied on the judgement of the Supreme Court in Excise Commissioner, U.P. Allahabad, etc. etc. v. Ram Kumar etc. etc., A.I.R. 1976 S.C. 2237. It is true that all these cases have been formerly referred to by us in this judgement. However, a reference would be necessary to the observations of the Supreme Court made in this judgment at Head Note B on page 2237. The Supreme Court observed :--- "It is now well settled that there can be no question of estoppel against the Government in the exercise of its legislative, sovereign or executive powers. However, a reference would be necessary to the observations of the Supreme Court made in this judgment at Head Note B on page 2237. The Supreme Court observed :--- "It is now well settled that there can be no question of estoppel against the Government in the exercise of its legislative, sovereign or executive powers. Hence, the fact that sales of country liquor had been exempted from sales tax at the time of auction of licences to sell such liquor by retail, could not operate as an estoppel against the State Government and preclude it from subjecting the sales of tax if it felt impelled to do so in the interest of the revenues of the State which are required for execution of the plans designed to meet the ever increasing pressing needs of the developing society. "The Government cannot divest itself of the right incidental to its office by conduct which in the case of a private person, would amount to estoppel and the High Court is clearly in error in characterizing the demand for sales tax made by the State as illegal." Then reliance was also placed on A.I.R. 1973 S.C. 2641, A.I.R. 1973 S.C. 3734, etc. etc. Relying on these judgments, it was contended by the learned Government Pleader that even if the scheme in question is of the executive character and it does contain certain representations as alleged by the petitioner, it cannot be said that the Government is bound by these representations. We are afraid that this contention cannot be accepted in this case. The fact whether the Government is bound by its promise made in executive capacity or not is now put beyond doubt by the judgments of the Supreme Court. We are afraid that this contention cannot be accepted in this case. The fact whether the Government is bound by its promise made in executive capacity or not is now put beyond doubt by the judgments of the Supreme Court. In this particular case, however in our opinion, as the case is to be determined on the facts appearing relying on the provisions of the scheme, this question hardly arises for consideration and as to whether the Government is bound by its promises made in its executive capacity and whether it is bound to respect its promise or whether it can resile from them is, therefore, of no relevant in this case and therefore, the contention of the learned Government Pleader, relying on the decisions of the Supreme Court to show that the principle of promissory estoppel is not applicable to the Government acting in its executive capacity cannot be accepted as its face value in view of the special facts of this case. 43. We have asked leaned Counsel for the petitioner, during the course of the arguments, whether he is able to show us that any provisions of the scheme presently under consideration were also similarly termed and considered in the judgments relied by him, but the learned Counsel was unable to show any direct provision of the scheme referred to in 1968 S.C. 718. In our opinion, the provisions of the scheme considered in A.I.R. 1968 S.C. 718 are jumble of provisions and they are of legislative character and they are not of executive character. They contained such unequivocal assurances which can be even enforceable on the ground of violation of Constitution if not adhered to and this fact has been also stated in the judgment. In view of the absence of the particulars of the schemes, which were discussed in the various judgments, cited before us, we have no alternative but to look at the provisions of the scheme under consideration and to interpret them in this particular case. 44. In this connection learned Counsel for the petitioner, first of all relied on the provisions of the scheme as a whole stating that the definition clause appearing at Clause II itself gives a right to the petitioner to claim the eligibility certificate, if he produced the kind of evidence mentioned in Clause 2.1 of the scheme. 44. In this connection learned Counsel for the petitioner, first of all relied on the provisions of the scheme as a whole stating that the definition clause appearing at Clause II itself gives a right to the petitioner to claim the eligibility certificate, if he produced the kind of evidence mentioned in Clause 2.1 of the scheme. He also relied on Clause 1.2 stating that the scheme is to remain in force till March 31, 1983 and he has completed all the initial, final and effective steps under the scheme before that date. It is undisputed in this case that the petitioner has completed all the initial and final steps which are required to be completed by him were he to get the eligibility certificate. Learned Counsel for the petitioner strongly relied on two letters on record in order to show that his right has almost turned into hope and in this connection, he relied on these two letters to get the eligibility certificate and stated that he is entitled to get the certificate immediately. In this behalf, learned Counsel for the petitioner cited before us an unreported judgment of the Supreme Court in (Bhim Singh and others v. The State of Haryana and others)9, 1979 U.J. (S.C.) Vol. XI (Sic). Before we proceed to take a note of this case it is necessary to refer to the contention of learned Counsel for the petitioner. Learned Counsel contented that in view of the letter dated 13-12-1982, at page 158 of the paper book, written by the Managing Director of respondent No. 2 to the Under Secretary to the Government in regard to the eligibility certificate under the package scheme of incentives it is clear that the petitioner has completed all the initial and final effective steps. He relied on this letter, especially Clauses 1, 2 and 3 of the same, which are as follows :--- "1. The unit M/s. S.K. Oil and Pulses Mills, Industrial Estate, Shivaji Nagar, Latur, has been visited. The unit has completed all the necessary formalities and has taken all effective steps. The unit is found to be functioning with effect from 26-1-1982. 2. As stated by the party, the unit has first got S.S.I. Registration on 19-4-1960 and final S.S.I. Registration on 17-5-1982. 3. The unit has completed all the necessary formalities and has taken all effective steps. The unit is found to be functioning with effect from 26-1-1982. 2. As stated by the party, the unit has first got S.S.I. Registration on 19-4-1960 and final S.S.I. Registration on 17-5-1982. 3. However while the formalities for issue of Eligibility Certificate were completed and by the time this unit became ripe for E.C. the order about special instruction on oil mills was received vide G.D. No. IDL/1982/(4094)/IND 8 dated 20-10-82. 4. The information submitted by the unit in letter dtd. 20-11-82 is found to be correct. 5. However on the basis of instruction received from Govt. vide their Letter No. IDL/1082 (4094) IND-8 dtd. 1-12-1982, the case of this unit being referred to Oil-seeds Corporation, Bombay for issue of N.O.C." The reference made in this letter to the Government letter dated 25-10-1982 is the one to which we have earlier referred. The learned Counsel for the petitioner relied on this letter to show that the petitioner has completed all initial and final steps under the scheme and nothing remains to be done by the petitioner in order to be entitled to the issue of the eligibility certificate. However, respondent No. 1 has further created an obstacle in the way of the Petitioner and that obstacle is in the form of the letter dated 25-10-1982, as we have shown earlier, which contains direction to respondent No. 3 and demands further clearance certificate from respondent No. 3 and learned Counsel for the petitioner contended that in view of the clear reply of respondent No. 3 in this case that the said Corporation is unable to process the application received by it, now, the Government's stand that clearance certificate at the hands of respondent No. 3 is necessary may amount to dishonesty and hostility to the petitioner. Therefore, in view of this clear position that respondent No. 3 is unable to process the application of the petitioner, the Government's insistence still on the further scrutiny of the petitioner's application is highly objectionable and relying in this letter, learned Counsel for the petitioner contended that the petitioner has got every right to claim the eligibility certificate. Therefore, in view of this clear position that respondent No. 3 is unable to process the application of the petitioner, the Government's insistence still on the further scrutiny of the petitioner's application is highly objectionable and relying in this letter, learned Counsel for the petitioner contended that the petitioner has got every right to claim the eligibility certificate. The other letter, which was relied on by learned Counsel for the petitioner was the letter written by the General Manager of the District Industries Centre, Osmanabad, to the General Manager of respondent No. 2 which is dated 24th September, 1982. By this letter, the General Manager of the District Industries Centre, Osmanabad, submitted the required information to the office of respondent No. 2 and in Column No. 12, the General Manager has recommended as under :--- "12 Recommendations of District Industries Centre. To increase the industrial activity in the backward area, such as Osmanabad district the incentives under package scheme of 1979 have given more stretch (sic) in backward areas. Oil mill is an agro-based industry, which has got more scope in this district. The said incentive may be released and it will not affect on (sic) existing oil units in this district. Hence it is recommended that the said incentives may be granted to the above oil mill unit at Lathur." Learned Counsel for the petitioner was justified in relying on this letter and in making a strong grievance that in spite of such recommendation now the Government is not prepared to give what is legitimately due to the petitioner and the hostility shown by the Government in delaying the issue of eligibility certificate in mala fide. However, we are afraid that even though we have much sympathy for the petitioner, we cannot assist him in this matter because the scheme, which is the backbone of the claim of the petitioner made in this petition, is not framed under the provisions of any statute or law and, therefore, it cannot be said that it has the force of law and the right of the petitioner is enforceable thereunder as being legal. It was in this connection that learned Counsel for the petitioner referred to the judgment of the Supreme Court in the case of Bhim Singh and others, cited (supra), This is a short judgment of the Supreme Court where it was stated thus :--- "By virtue of Ex. It was in this connection that learned Counsel for the petitioner referred to the judgment of the Supreme Court in the case of Bhim Singh and others, cited (supra), This is a short judgment of the Supreme Court where it was stated thus :--- "By virtue of Ex. 1.1, the State (Respondent) held out certain specific promise as an inducement for the appellants to move into a new Department (Agricultural Department). After they had gone over to the Agricultural Department, the State, by virtue of its EX. P. 3, sought to go back upon the earlier promise made in EX. P. 1. The appellants having believed the representation made by the State and having further acted thereon cannot now be defeated to their hopes which have crystallised into rights, thanks to the application of the doctrine of promissory estoppel. Therefore, it is not open to the State, according to the law laid down by this Court, to back-track. We, therefore, direct the State to implement EX. P-1, and confer such rights and benefits as are promised thereunder in entirety....." Relying on these observations, it was contended that it would be inequitable and almost contrary to the said judgment of the Supreme Court if the petitioner is not given the relief claimed by him in this petition. 45. It is true that the judgment of the Supreme Court was dealing with the transfer of the departmental employees to another department, which was created under a scheme sponsored by the Government and it contained certain promises. In that particular case the departmental employees on the basis of the promises contained in the scheme had actually gone to the other department and the Supreme Court rightly held that in view of the law which was laid down by the Supreme Court, and we suppose the law relating to promissory estoppel which we have earlier quoted, the Government was bound by its promises by virtue of the doctrine of promissory estoppel. However, we are afraid that this decision of the Supreme Court will not be of any assistance to the petitioner in the present case. However, we are afraid that this decision of the Supreme Court will not be of any assistance to the petitioner in the present case. Learned Counsel for the petitioner heavily relied on this judgment, but in view of the fact that the scheme, which is presently under consideration, is not framed under any statute or law, it cannot be said that the ratio of the above decision will be applicable to the present case. 46. Learned Counsel for the petitioner then referred to the provisions of the scheme, especially Clause 2.1, which requires him to submit several documents. Relying on this particular provision and further relying on the provisions of the rules framed under this scheme, it was contended that if a unit has competed all the steps contemplated by the scheme, then the eligibility certificate must follow as a matter of course. The provisions, which were relied on by learned Counsel for the petitioner, were that the scheme gives a right to go on with the production and after establishment of the unit it also gives him a chance to produce certain documents, such as, the electricity consumption bills, excise licence, extract of production register, etc. It is admitted in this case that all these things have been done by the petitioner and it is contended that the authority, which is designated under the Scheme, that is, the implementing agency, must issue the eligibility certificate under, Rule 2.2, Chapter-II of the rules framed by it. The said Rule 2.2 states as follows :--- "2.2 If the applicant unit having fulfilled the necessary conditions as per the requirements of the Relevant Scheme has gone in production, the implementing Agency may grant an Eligibility Certificate effective from such date as specified under the relevant scheme". Now, relying on these provisions of Rule 2.2, and also on the fact of completion of all the steps, which the petitioner has done, learned Counsel contended that there is no right in the implementing agency to deny the certificate as claimed by him. In this connection, learned Counsel invited our attention to a judgment of the Privy Council in (Alcock Ashdown and Company, Limited v. The Chief Revenue Authority, Bombay)10, A.I.R. 1923 P.C. 138. In this connection, learned Counsel invited our attention to a judgment of the Privy Council in (Alcock Ashdown and Company, Limited v. The Chief Revenue Authority, Bombay)10, A.I.R. 1923 P.C. 138. It was contended by learned Counsel that the word 'may' used in Rule 2.2 Chapter II of the said rules must be taken to mean that if the unit has completed all the stipulated requirements and has gone in production, the authority under the scheme is bound of follow the scheme and give the eligibility certificate forthwith. It was also contended by him that the word 'may' must be interpreted as 'shall' and the implementing agency, instead of 'may', must be taken to be under an obligation that it 'shall' grant the eligibility certificate on fulfilment of all the requirements. And, for this purpose, learned Counsel for the petitioner relied on the judgment of the Privy Counsel, cited (supra), and especially on the observations made by the learned Lords of the Privy Council at page 144, which are as follows :--- "...When a capacity or power is given to a public authority, there may be circumstances which couple with the power a duty to exercise it. To use the language of Lord Cairns in the case of Julius v. The Bishop of Oxford, 5 A.C. 214-49... 'There may be something in the nature of the thing empowered to be done, something in the object for which it is to be done, something in the conditions under which it is to be done, something in the title of the person or persons for whose benefit the power is to be exercised, which may couple the power with a duty, and make it the duty of the person in whom the power is reposed to exercise that power when called upon to do so." Relying on this passage and the observations of the Privy Council, it was contended by learned Counsel for the petitioner that the power which is granted in the implementing agency under the scheme is a power to grant the eligibility certificate and the conditions having been satisfied by the unit, this power has now turned into a duty to grant the certificate to the unit. We are afraid that this contention cannot be accepted. We are afraid that this contention cannot be accepted. The case of the Privy Council is an authority for the proposition that statutory duty must be preferred, as in that case, under section 51 of the Income-tax Act, 1918, the Chief Revenue Authority was under a duty to state a case before the High Court. This duty, which was laid down by the Act, was a duty which arose from the provisions of a statute. It is in connection with this that the interpretation of the word 'may' appearing in the Act and the duties of the concerned officer came to be examined by the Privy Council. If the statue or a law had clearly cast a duty on the particular public authority to do a particular thing, then that authority is under an obligation to do it and it was against this background that the Privy Council had an occasion to consider the nature of the provisions of the Act and observed that the authority will have to consider something which is in the statute. Here, in this case, we are not dealing with any statute or an Act, much less, with the statutory provision whatsoever. We are dealing with an executive scheme, the claim under which is based on an equitable principle. In such a case, it would be very difficult to apply the observations made by the Privy Council in regard to the action of scheme authorities when they do not act under a particular statue or Act. Reliance placed by learned Counsel for the petitioner on the case of Privy Council, therefore, is of no assistance to him in this particular case. 45. Now, coming to the merits of the scheme, the learned Government Pleader in this connection relied on the provisions of the scheme and specially Clause 4.6 of the same. He contended that in view of this Clause 4.6 no right or claim for any incentives under this scheme shall be deemed to have been conferred by the scheme merely by virtue of the fact that the unit has fulfilled on its part the conditions of the scheme. He further contended that the incentives under the scheme cannot be claimed unless the letter of intent/eligibility certificate has been issued under the scheme by the implementing agency concerned and the unit has complied with the stipulations/conditions of the letter of intend/eligibility certificate. He further contended that the incentives under the scheme cannot be claimed unless the letter of intent/eligibility certificate has been issued under the scheme by the implementing agency concerned and the unit has complied with the stipulations/conditions of the letter of intend/eligibility certificate. Now, in order to interpret the provisions of this scheme it cannot be said that we have any assistance from any other authority and, therefore, we have to interpret this scheme unaided by any precedent. This is a scheme, which is unique in its nature, in the sense that it is a unilateral declaration under which certain assurances were given by the Government. The word 'scheme' which is used will have to be understood in this background. The title of the said scheme is "Package Scheme of Incentives". The word 'package' means "Bundle of things packed, parcel; box etc. in which goods are packed..." (The Concise Oxford Dictionary, Sixth Edn. 790). In the context of this scheme, it is a 'package' of incentives which is clearly stated in the preamble of the scheme. The word 'scheme' would mean a method, plan or an arrangement" and such a plan or an arrangement is coupled with some unified concept and that concept underlining this plan is of offering certain incentive and benefits. So, here is a case of a unique scheme offering certain benefits and incentives to certain persons and it is in this context that this method has been expressed in the written form entitled "Dispersal of Industries..." which is issued by the Government. This scheme is not gazetted but that does not make any difference, because from the provisions of the scheme itself it is clear that it was sufficiently made public and announced with wide publicity and the Government desired to offer certain incentives for eligible units if they act on the basis of the provisions of the scheme. If we go by the provisions of the scheme, the provisions contained in Clause 4.6 cannot be separated or isolated. The ordinary rule of interpretation is that a particular provision must be and will have to be read in the context of the other provisions. The provisions contained in Clause 4.6 cannot be separated from the rest of the provisions and they will have to be read of a whole. The ordinary rule of interpretation is that a particular provision must be and will have to be read in the context of the other provisions. The provisions contained in Clause 4.6 cannot be separated from the rest of the provisions and they will have to be read of a whole. Under the provisions of Clause 4.4, the application for eligibility certificate under the 1979 scheme is to be filed by the eligible unit after it has taken the initial effective steps. The eligible unit is given a time limit within which it haws to take all the initial steps and the implementing agency is not to entertain any application before that time. The application is to be supported by documentary evidence in regard to initial and effective steps. The claim under the 1979 scheme is sustainable only if the eligible unit also completed all the formalities of effective steps. It was contended by learned Counsel for the petitioner, that Clauses 4.5 and 4.6 of the scheme are two different things. In this behalf, he contended that he is claiming only the eligibility certificate under Clause 4.5 and is not claiming any benefits. It is difficult to agree with this submission. He also submitted that these two provisions should be read in isolation of each other. However, on reading both these provisions, we are afraid we cannot put the same interpretation as put by learned Counsel on the provisions of Clauses 4.5 and 4.6. The provisions contained under this heading "application for eligibility" beginning from Clauses 4.4 to 4.6 will have to be read as a whole. Intention of the scheme will have to be understood not in isolation of these provisions, but by uniting these three provisions together. As we have shown above, the very concept of the scheme is that there is a unified concept throughout the scheme. If such a concept is present throughout, it is not possible to construe the provisions as done by learned Counsel as being in existence. If this concept is taken into consideration, it is not possible to separate Clauses 4.4 and 4.5 from Clause 4.6. If such a concept is present throughout, it is not possible to construe the provisions as done by learned Counsel as being in existence. If this concept is taken into consideration, it is not possible to separate Clauses 4.4 and 4.5 from Clause 4.6. Therefore, the contention advanced by learned Counsel for the petitioner that he is claiming only eligibility under Clause 4.5 and not claiming any benefits under Clause 4.6 and what is denied to him is only the claim for eligibility under Clause 4.5 is not acceptable to us and , therefore, we reject the same. 46. Immediately then, we go to the interpretation of Clause 4.6. This is a clause which introduced a fiction. The clause says that "no right or claim for any incentives under this scheme shall be deemed to have been conferred by the scheme merely by virtue of the fact that the unit has fulfilled on its part the conditions of the scheme". These words are very clear and the intendment of creation of fiction is apparent by the use of the word 'deemed'. The word 'deemed', it has been well settled, is used in order to create a fiction. We may, in this connection, usefully refer to (St. Aubyn and others v. Attorney-General)11, 1952 A.C. 15, and the observations of Lord Radcliffe appearing at page 52-53, which are as follows :--- "...The word 'deemed' is used a great deal in modern legislation. Sometime it is used to impose for the purposes of a statute an artificial construction of a word or phrase that would not otherwise prevail. Sometimes it is used to put beyond doubt a particular construction that might otherwise be uncertain. Sometime it is used to impose for the purposes of a statute an artificial construction of a word or phrase that would not otherwise prevail. Sometimes it is used to put beyond doubt a particular construction that might otherwise be uncertain. Sometime it is used to give a comprehensive description that includes what is obvious, what is uncertain, and what is, in the ordinary sense; impossible." In the case of (Commrcial of Income-tax, Bombay Presidency v. Bombay Trust Corporation Ltd.)12, A.I.R. 1930 P.C. 54, Head Note C, the Privy Council observed :--- "When a person is deemed to be something the only meaning possible is that whereas he is not in reality that something, the Act requires him to be treated as if he were." If this construction is put on the word 'deemed' used in this scheme, the intendment of the scheme seems to be that no right to incentive or no claim under this scheme shall be deemed to have been conferred. That means the only natural meaning which the fiction 'deemed' has introduced is only to show that it relates to the fact that no right is conferred or accrued. The situation, which is obvious from the meaning of word 'deemed', is that it cannot be laid down that any right is conferred on any unit if the unit fulfils on its part the conditions of the scheme. The words "merely by virtue of the fact that the unit has fulfilled on its part" assume importance in this regard. The fact that the unit has fulfilled on its part the conditions of the scheme does not make it eligible or gives no right to it to claim eligibility and it appears to us that by introducing this fiction, if any such right would have been imagined to have been in existence and even it if existed, the words used in Clause 4.6 in the scheme clearly show that no right or claim will be conferred on any unit even if such a right came into existence. Even if a right is accrued, the import of the words seems to be that fulfilling of the conditions will not entitle the unit to claim any right whatsoever including the right to claim the incentive or any claim for incentive. Even if a right is accrued, the import of the words seems to be that fulfilling of the conditions will not entitle the unit to claim any right whatsoever including the right to claim the incentive or any claim for incentive. If these words are taken to mean as has been held by us, then it is clear that the fiction as introduced by Clause 4.6 introduced only with a purpose that no such existence or accrual of a right to any person is contemplated and this is indicated by the clear words in the scheme in this case. In view of this clear position, though learned Counsel for the petitioner, contended that all the things, which are required to be under the scheme, have been fulfilled by him, we are unable to grant any assistance on the basis of the principle of promissory estoppel, which was pressed before us. We have also carefully considered all the authorities cited before us. We are not to burden this case for the simple reason that the principle of promissory estoppel invoked by the petitioner is not in dispute. Assuming that the principle of promissory estoppel is attracted and available to the petitioner, however, in view of the provisions of the scheme, especially those contained in Clause 4.6 it is difficult for us to grant any relief to the petitioner in this case as claimed by him. 47. In addition to this, the power to grant the eligibility certificate is given to respondent No. 2 as an implementing agency. This power is contained in Explanation II, Clause 2.3 under the heading "Effective Steps" which runs as under :--- "Based on the documentary evidence led by the eligible unit in this regard the Implementing Agency, shall determine the date on which all the effective steps, both initial and the final, are completed. The decision of the implementing agency in this regard shall be final and binding." This provision also, as we have said earlier, will have to be read along with the other provisions as a whole. If this is so, then the words used are very clear to show that the implementing agency has to make its decision on the basis of the documentary evidence produced before it. If this is so, then the words used are very clear to show that the implementing agency has to make its decision on the basis of the documentary evidence produced before it. Essentially, the basic intention behind this provision is that the implementing agency has been given the power in order that it has to go by the evidence and grant the certificate on the basis of certain documents produced by the petitioner or the concern party. The production of such evidence is obligatory under the provisions of the scheme and it is after examining that evidence that the implementing agency is to determine the date on which the effective steps have been completed. It is a pointer to the fact that the implementing agency has been vested with the power to decide the date on which the eligible unit completed all the effective steps. If the petitioner is right in contending that he has completed all the effective steps then it would follow that there will be no discretion given to the implementing agency to change the date. If that reasoning is accepted, then it would be impossible to contend that the implementing agency can change that date also. As the decision on the continuance of the effective steps is also dependent on the determination of the date by the implementing agency under this scheme, we find it difficult to accept the submission of the learned Counsel for the petitioner that the implementing agency has to grant the eligibility the moment the unit satisfies or fulfils all the requirements. The very fact that the determination of date is to be done by the implementing agency is indicative of the fact that the power vested in the implementing agency is given by the terms of the scheme, which it has to follow in all the cases. The power which is given by the terms of the scheme cannot be said to be exercised depending on the facts of each case, but it is unilateral power. If the implementing agency is to act differently in respect of different units, this will lead to a very anomalous situation, in that, there will be several units, which units will be able to satisfy the requirements at a particular date or different dates, which cannot be said to be the intention at all. If the implementing agency is to act differently in respect of different units, this will lead to a very anomalous situation, in that, there will be several units, which units will be able to satisfy the requirements at a particular date or different dates, which cannot be said to be the intention at all. The very fact that the implementing agency is to determine the date is applicable to all units and in view of this uniformity, which is apparent from Clause 2.3. Explanation II, we find it difficult to accept the submission that the implementing agency has no power to alter the date or to determine the date, which are given by the concerned (sic) while fulfilling their steps. 48. Then, there is another reason which also supports our view. In the definitions, in Clause 2.1(iii), although it is described as (ii), it is stated that the decision of the implementing agency, subject to such directions as Government may from time to time issue, in this regard will be final and binding on the eligible unit. We may once again repeated that the concept of offer or representation made in the scheme is a unified concept and once it is accepted that it is so, the provisions of the scheme cannot be read in isolation. The provisions, which we have quoted above, beginning from 2.1 to 4.6 etc., points at a theory that the implementing agency under the scheme, is a final authority for deciding the date of commencement of the effective steps and it is that agency alone, which is competent to grant the eligibility certificate. The decision of this agency under Clause 2.1(iii) is subject to the control of the Government. In view of this clear provision, it is not possible to say that the discretion and the power of the implementing agency is qualified or fettered by the unilateral actions of the units, which are required to fulfil certain conditions or certain formalities before they apply for the eligibility certificate. 49. In our opinion, the provisions of the scheme are not for encouraging different units having different capacities to go on with the production and to complete the initial and final effect steps and seek the benefits. The effective determination of the respective capacities of the several units is to be considered by the implementing agency while granting the eligibility certificate to various units. The effective determination of the respective capacities of the several units is to be considered by the implementing agency while granting the eligibility certificate to various units. It is true that the scheme was introduced by the Government so that the units may come forward after fulfilling certain conditions. They may establish as industrial units and may start production. But in law, and even in equity, it cannot be said that by mere introduction of this scheme, certain representations, which constituted the basis of assurance, were made by the Government and those units which completed the effective steps under the scheme, for them a right to get eligibility certificate came into existence or accrued. In this connection, we may refer to the factual position about the basic requirement of the doctrine of promissory estoppel in this regard. Having examined the provisions of the scheme from various angles and points, we are of the opinion that this discretion and power conferred on the implementing agency under this scheme cannot be said to be qualified or cannot be said to be conditioned by the provisions of the scheme and, therefore, it is not possible to say that the moment a unit fulfils certain requirements, the eligibility certificate must be issued. This will lead to a very anomalous situation, in that, the scheme will be nothing but a slot machine, out of which, once a unit completes its final and effective steps, a certificate in the form of an eligibility certificate will come forth for that unit. 50. There is another reason, which is to be taken into consideration while interpreting Clause 4.6. The beginning of this cause is "no right or claim for any incentive". The words "no right or claim for any incentive" are used. Word 'no' is an adjective here. It means not any. If we read this clause in this fashion, it will mean that not any right or claim shall be deemed to have been conferred. In view of this strong negative adjective 'no' used in this scheme, it is not possible to construe the clear words of this clause to mean to accrue any right in the petitioner, which can be enforced in a Court of law. It is true that we are interpreting this scheme. We may repeat that the scheme is an elastic word. It is a very flexible word. It is true that we are interpreting this scheme. We may repeat that the scheme is an elastic word. It is a very flexible word. However, we have made it very clear that a scheme being a method and having a coherence in it has got some unity of purpose. The purpose of this scheme was to offer certain benefits by way of incentives to the concerned parties. Having regard to the object of conferring these incentives and certain sales tax exemptions being given to the concerned parties under the terms of the scheme, the negative clause worded in Clause 4.6 as a pointer to the true intention of the representation contained in the scheme. 51. We are not here discussing the exact merits of the representation, which is the true basis for invoking the doctrine of promissory estoppel, nor has it been urged before us. However, we may indicate that the scheme like the one which is under consideration contains a general representation as against representations concerning individuals. These general representations in this particular case have been to a certain extent acted upon. Here also, there is an intrinsic indication in the wording of Clause 4.6, which uses the words, if the unit has fulfilled on its part "the conditions of the scheme". Expression "conditions of the scheme" can only mean certain steps, which are contemplated under the head 'effective steps", which means initial effective steps and final effective steps. If conditions of the scheme mean as initial and final effective steps under the heading given under the scheme, it is difficult to take any other view to say that a person or unit, who has completed initial or final steps can base his claim of right arising out of the representation made under this scheme. 52. Having come to the conclusion that the unit has fulfilled, assuming for awhile all its responsibilities, conditions under the scheme and has been ripe for claiming an eligibility certificate; the question still remains that is it possible to infer from completion of these steps that any crystalised right in the sense that it can clothe the unit with some power to compel other authority to act has arisen or not. It is inherent in the scheme that two three steps are required to be taken. They are mentioned as letter of intent, eligibility certificate and a certificate of entitlement. It is inherent in the scheme that two three steps are required to be taken. They are mentioned as letter of intent, eligibility certificate and a certificate of entitlement. In this connection, it would be useful to refer to the rules, which have been filed by respondent No. 2 along with its counter. The rules mention the procedure for grant of this eligibility certificate and entitlement certificate. At Rule 2.5 of the rules, we find that prior to the grant of an eligibility certificate under the 1979 scheme, the eligible unit has to execute an agreement to the satisfaction of the implementing agency which may be deemed necessary covering the covenants, conditions, stipulations, and in conformity with the requirements of the 1979 scheme. From the above provisions, it appears that the implementing agency is yet to function till it grants eligibility certificate after scrutinising various documents and after satisfying itself that the unit has competed not only the initial and final steps under the heading "effective steps" but has also performed all the formalities and conditions, such as production of documents as provided by Clause 2.5 of the rules. In view of these provisions of the scheme, it is not possible for us to accept the contention advanced by learned Counsel for the petitioner that a legal right arises in favour of the petitioner the moment he completes the initial and final steps under the scheme. 53. As we have reached the conclusion that no right arises in favour of the petitioner, we have not thought it necessary to examine the contents of the representation, which are the basis for invoking the doctrine of promissory estoppel. The representation, in order that it may constitute an assurance under the doctrine of promissory estoppel, must be accompanied by some specific assurance to a specific individual. All these facts in this case, in our opinion, are not pleaded with sufficient accuracy and details to give a picture as to in what circumstances, on what representations and assurance certain acts have been done. It is true that this doctrine being a new doctrine used by the Court to give justice to the parties has yet to recognise the exigencies of the times and special features of a particular case. It is true that this doctrine being a new doctrine used by the Court to give justice to the parties has yet to recognise the exigencies of the times and special features of a particular case. In the absence of specific pleadings, it is not possible for us to infer that in this particular case, a representation was taken to be the basis of further conduct, which the petitioner desires to rely upon in this case. However, we are not attaching important to this point for the simple reason that on facts while interpreting Clauses 4.6 of the scheme, we have reached the conclusion that no right is accrued to the petitioner in view of the provisions contained in Clause 4.6 54. In fairness we must now refer to certain arguments, which were also advanced by learned Counsel for the petitioner, challenging the action of the Government as being unconstitutional. It was contended by learned Counsel for the petitioner that the action of the Government was contrary and in violation of Article 19(1)(g) of the Constitution. We are mentioning this argument only to reject it, because there is no violation of Article 19(1)(g) at all. Article 19(1)(g) of the Constitution does not create any right in any one to obtain any concessions or claim any benefits under a particular scheme. The right that can be derived from the provisions of Article 19(1)(g) is of carrying on any particular trade or business. Here, in this case, the provisions of the scheme are not framed under any law which has put restrictions on the right of the petitioner to practise any trade or business and which is beyond the scope of the constitutional provision. Therefore, it is not possible to say that any challenge to the scheme under Article 19(1)(g) can be given. It was contented by learned Counsel that in view of the letter dated 25th October, 1982, which puts a restriction and puts a condition to bring a certificate on the petitioner unit, it should be held that the said letter had denied the petitioner a claim to get the eligibility certificate and therefore, there is violation of Article 19(1)(g). We may immediately refer to (C.K. Chutan v. The State of Kerala and others)13, A.I.R. 1959 S.C. 490. The case deals with a permission to be given to a contractor. We may immediately refer to (C.K. Chutan v. The State of Kerala and others)13, A.I.R. 1959 S.C. 490. The case deals with a permission to be given to a contractor. The contractor, who was milk supplier to the Government, had been supplying milk for twenty years and after twenty years, he claimed a renewal of that contract. The Supreme Court, while considering the case has, while disposing of both the arguments under Articles 19 and 14 which were raised before it said :--- "....The breach of the contract, if any, may entitle the person aggrieved to sue for damages or in appropriate cases, even specific performance, but he cannot complain that there has been a deprivation of the right to practise any profession or to carry on any occupation, trade or business, such as in contemplated by Article 19(1)(g)...." It was also said in that case that if more than two persons or units apply for certificate such as been in this case and certain units are granted the certificate, there cannot be said to be any violation of Article 14. Following the ratio of this judgment, we hold that the challenge given to the constitutionality of the action of the Government saying that it is in violation of Article 19(1)(g) is not sustainable. We are conscious that this case deals with the rights of a person based on contract. However, in a case where a person has come to the Court on the ground that the promise has been resiled, we do not think that the case is quite contrary to the contractual obligations. If we read promise in place of contract and see that it has been to the extent present in this case we derive the support from the above-referred judgment of the Supreme Court to hold that Article 19(1)(g) is not violated in this case and, therefore, the contention of the learned Counsel for the petitioner that there is violation of Articles 19(1)(g) is not correct and it is rejected. 55. It was further contended by learned Counsel for the petitioner that Article 14 of the Constitution is also violated. This plea of violation of Article 14 is usually linked up where there is also a challenge under Article 19. We may immediately point out that Article 14 runs as follows : "14. 55. It was further contended by learned Counsel for the petitioner that Article 14 of the Constitution is also violated. This plea of violation of Article 14 is usually linked up where there is also a challenge under Article 19. We may immediately point out that Article 14 runs as follows : "14. Equality before law--- The State shall not deny to any person equality before the law or the equal protection of the laws within the territory of India." It is undisputed in this case that the scheme is a non-statutory scheme. It is also undisputed that the Government is not acting under any statute nor any provisions of the statute are incorporated in the scheme so as to say that the authorities of the Government are acting under it. Under such circumstances, it is not possible to say that the Government is acting under certain law, which deprives a person an equality before law. It is also noticeable that in order to raise this plea, a factual statement was made that certain units were granted the eligibility certificate despite the letter dated 25th October, 1982 issued by the Government restraining the authorities to grant the certificate. Even if these certificate are granted despite the letter dated 25th October, 1982, we do not think that any sufficient material has been placed before the Court to show that any exact extent of the discrimination can be spelled out at this juncture. The fact that certain units have been granted the eligibility certificate is of no significance when it cannot be said that the Government is acting under any law. Article 14 also protects the citizens from discrimination. In a case like this where certain units are granted entitlement certificate relying on the general representations contained in a scheme, it would be impossible to contend that because certain other units are denied those certificates, a discrimination within the meaning of Article 14 arises. The facts, which are required to be proved for basing a case under Article 14 are necessary to be first set out in the petition. Except the fact that certain units have been granted the certificate and in the same region they have been granted the eligibility certificate, no other facts are brought out to make out a case of arbitrary action on the part of the Government so as to attract it under Article 14. Except the fact that certain units have been granted the certificate and in the same region they have been granted the eligibility certificate, no other facts are brought out to make out a case of arbitrary action on the part of the Government so as to attract it under Article 14. Article 14 commands the State not to act discriminatory and it is not an Article which confers any right on citizens like Article 19. Having regard to these facts, it cannot be said that the action of the Government can be challenged on the ground that it is violative of Article 14. Proceedings of a writ petition are summary proceedings and unless the factual basis is made out with sufficient details to find out the arbitrary discrimination made in various situations, it is not possible to accept the claim of any petitioner challenging the action on the ground of violation of Article 14. Therefore, the challenge given under Article 14 in this case is not sustainable and is rejected. 56. At this state, we propose to record our conclusions as follows :--- (i) That the doctrine of promissory estoppel is available as a cause of action to any petitioner in view of the judgments of the Supreme Court and a petitioner can claim relief on the basis of the doctrine of promissory estoppel even in writ proceeding also; (ii) As in this case, we were interpreting a scheme which was before us, and on the factual interpretation of the various clauses of the scheme and especially while interpreting Clause 4.6, we have reached to the conclusion that the clause does not give rise to any right, we hold that the petitioner has not proved that he has got any accrued right to claim any benefit under the doctrine of promissory estoppel and it is on this factual ground that the petition fails. It is well settled that if a petitioner is unable to find his claim on a legal right, there is no necessity to go further into other details and other challenges. However, in fairness, we have indicated our views in regard to the arguments which were advanced before us. And the authority for this purpose, if at all required, is (The State of Orissa v. Madan Gopal Rungta)14, A.I.R. 1952 S.C. 12. However, in fairness, we have indicated our views in regard to the arguments which were advanced before us. And the authority for this purpose, if at all required, is (The State of Orissa v. Madan Gopal Rungta)14, A.I.R. 1952 S.C. 12. Where the Supreme Court has stated :--- "The issuing of writs or directions by the High Court is founded only on its decision that a right of the aggrieved party under Part III of the Constitution (Fundamental Rights) has been infringed. It can also issue writs or give similar directions for any other purpose. The concluding words of Article 226 have to be read in the context of what proceeds the same. Therefore, the existence of right is the foundation of the exercise of jurisdiction of the Court under this Article." As we have held that there is no existence of a right in the petitioner on the factual interpretation of the scheme, we do not think that the petitioner is entitled to any reliefs which he has claimed in this petition. 57. We may now dispose of the prayers which the petitioner has prayed for. As far as the petitioner's first prayer to quash the letter dated 25th October, 1982 is concerned, this prayer cannot be granted as it has become infructuous in view of the letter written by respondent No. 3 that he is not able to process the application pending before him and in view of the admission of the Government that the letter stands withdrawn. So, there is no necessity to grant relief in regard to the declaration that the letter dated 25th October, 1982 contains directions, which are illegal and void. As far as the second prayer relating to issue of writ of mandamus is concerned, which asks for respondent No. 2 to grant the eligibility certificate as the petitioner has failed to prove any existing right, a further duty to perform an obligation flowing from such right does not arise and, therefore, writ mandamus also prayed for by the petitioner cannot be issued. 58. In view of our conclusions, we hold that the petitioner has failed to make out a case and prove his right to claim any relief in this petition. Therefore, the petition fails and stand dismissed. Rule is accordingly discharged. However, in the peculiar circumstances of this case, there will be no order as to the costs. 58. In view of our conclusions, we hold that the petitioner has failed to make out a case and prove his right to claim any relief in this petition. Therefore, the petition fails and stand dismissed. Rule is accordingly discharged. However, in the peculiar circumstances of this case, there will be no order as to the costs. ----- "in proper cases the Court would in spite of that elementary rule of procedure, have the power to deal out justice between the parties even disregarding the elementary rule of procedure which requires that the same individual even in different capacities cannot be both a plaintiff and a defendant. "in that case the plaintiff shad come in a representative capacity as members of a society called the Arya Samaj. The respondents were the members of the managing committee of Arya Samaj. A difficulty arose because the members of the managing committee who were the defendants would also be include in the category of members of the society and hence be the plaintiffs. The Court thereupon made the above observations. Whether such an exception can be cared out in the case of a petition under section 397 or not would be a matter for the Court to decide as and when such a situation arises. But it should be borne in mind that there would be difficulties even if we hold that a member wouldbe required to come in respect of his entire share-holding and that as a necessary corollary, a member who could not come in respect of his entire share-holding would be debarred from making an application under sections 397 and 398 of the Companies Act e. g. some of the shares of a member may be blocked by appointment of a receiver. If he still has the requisite share holding without including those shares he could have filed a petition under section 397, which he would not be allowed to do because he would not be filing the petition in respect of his entire share-holding. Similarly a share-holder who has sold only a small portion of his share-holding will not be able to petition if for some reason the purchaser has not got his name entered in the register of members. Thus there are anomalies either way. In such a situation we can only adopt the language of Chagle, C. J. in 55 Bom. Similarly a share-holder who has sold only a small portion of his share-holding will not be able to petition if for some reason the purchaser has not got his name entered in the register of members. Thus there are anomalies either way. In such a situation we can only adopt the language of Chagle, C. J. in 55 Bom. L. R. 236 p. 240 (Walchandnagar Industries Ltd. v. Ratanchand Khimchand Motishaw) that, "it is never a safe guide for a construction of a section merely to look at certain anomalies that may result from a particular interpretation being put upon the section. It is true that a Court must, if it can possibly do so, give an interpretation to a section which would not result in difficulties in the working of that section. But, on the other hand, many legislations and specially modern legislations, have been so farmed and so drafted that some anomaly or other is inevitable, and when such anomalies present themselves to the Court, the duty of the Court is to draw the attention of the Legislature to the removal of these anomalies and not to remove them itself by giving a construction contrary to the intention of the legislature. " It is interesting to note that there is no provision corresponding to section 399 of the Companies Act in the English Companies Act. Under the English Act it is open to any member to complain about oppression and mismanagement. We have, however, chosen to impose a qualification on that right. By reason of such a qualification it is not, however, possible to hold that a member cannot rely upon only the requisite share-holding as makes him eligible for petitioning. In fact, by virtue of the provisions of section 399 there may be a number of cases where there might be difficulties; for example, it is argued before us that if a person were to purchase one share each from 100 members of the company, he could compel 100 members to file a petition under section 399 while if the purchaser had been registered by the company, he would not be able to do so. These are the difficulties which arise by reason of the fact that legal interest and beneficial interest in the shares are held by different persons. We cannot deal with hypothetical difficulties of this type. These are the difficulties which arise by reason of the fact that legal interest and beneficial interest in the shares are held by different persons. We cannot deal with hypothetical difficulties of this type. They will have to be resolved as and when occasion arises depending upon the facts and circumstances of the case. What is more important, all likely difficulties are not resolved by holding that a member must petition in respect of his entire share-holding. ( 19 ) IT was next submitted that a right to apply under sections 397 and 398 of the Companies Act is a right which is personal to the member. He is required to exercise his own discretion. He cannot delegate his right under section 397 and 398 to anybody else. Since in the present case the Bank of India as well as the consenting members have delegated their right to petitioners Nos. 4 and 5 who have filed the petition on the basis of such delegation of authority, the petition is bad in law and not maintainable. This submission however, cannot be accepted. One of the cardinal principles of law is that agency can be created for all lawful purposes and all rights can ordinarily be delegated. In Bowstead on Agency, 14th Ed. p. 23 it is stated as follows: article 7. An agent may be appointed for the purpose of executing any deed or doing any other act on behalf of the principal, which the principal might himself execute, make or do; except for the purpose of executing a right, privilege or power conferred, or of performing a duty imposed, on the principal personally, the exercise of performance of which requires discretion or skill, or for the purpose of doing an act which the principal is required, by or pursuant to any statute, to do in person. Our Court in the case of (K. K. Khadilkar v. Indian Hume Pipe Co. Ltd.) reported in A. I. R. 1967 Bom. 521 has upheld this principle and stated that, "the true position is that subject to certain well known exceptions, every person who is sui juris has a right to appoint an agent for any purpose whatever and he can do so when he is exercising a statutory right under the Industrial Disputes Act. "this was a case under the Industrial Disputes Act. "this was a case under the Industrial Disputes Act. The Court came to the conclusion that the representation of an employer company by a duly authorised agent was not excluded by section 36 sub-section (2) of the Industrial Disputes Act, 1947. Exceptions to this rule are basically two-fold; firstly delegations is not permissible when such delegation is prohibited by the statue or by the instrument conferring such a right. Secondly, delegation is not permissible when the power which is required to be exercised is inherently such that it cannot be delegated; e. g. when a person on whom power is conferred possesses some personal knowledge or personal skill or judgment and the power is conferred on him relying on this special personal quality or skill or judgment. In such a situation the person on whom the power is conferred cannot delegate it to anybody else e. g. when parties appoint a valuer he is required to exercise his own judgment. On the same principle judicial authority cannot be delegated. Same would apply to cases where, for example, the consent of the Advocate-General or of the Charity Commissioner is required. In the present case there is nothing in section 397 or 398 to indicate that any special personal skill, judgment or quality of a member is required to be used when a member exercises his right under section 397 or 398. In a broad sense every person who is required to exercise any right or privilege is required to apply his mind. But this does not disable him from appointing an agent to exercise that right or privilege. In fact, there may be a number of cases where a person concerned may be unable to apply his mind e. g. an illiterate person who is not aware of the fact or a person who is too ill or infirm to exercise the power. Such persons are entitled to appoint an agent to look after their affairs. It is the agent who will apply his mind to the affairs of his principal and use his own judgment. Members who are given a right to file a petition under sections 397 and 398 can, therefore, delegate their right to an agent who can exercise that right on their behalf. It was argued that under the Companies Act whenever delegation is permissible it is expressly provided. Members who are given a right to file a petition under sections 397 and 398 can, therefore, delegate their right to an agent who can exercise that right on their behalf. It was argued that under the Companies Act whenever delegation is permissible it is expressly provided. Our attention was drawn to some of the sections of the Companies Act where delegation is expressly permitted e. g. under section 60 it has been provided that prospectus may be signed by an agent of the director or proposed director. This, however, cannot imply that the rights and privileges which are given to members under the Companies Act are incapable of delegations unless expressly so provided. There is nothing in the Companies Act to suggest that it prohibits the application of the normal law of agency to the acts and obligations required to be performed under the Act. ( 20 ) THE same would; be true in respect of the power to give consent under section 399 of the Companies Act. Under sub-section (3) of section 399 where any members of a company are entitled to make an application by virtue of sub-section (1), any one or more of them having obtained the consent in writing of the rest, may make the application on behalf and for the benefit of all of them. It has been submitted that the consent which is required to be given by members under sections-section (3) of section 399 for the purpose of filing a petition under sections 397 and 398 must be given by the members themselves. The power to give consent cannot be delegated. This submission also cannot be accepted for the same reasons as the previous submission. It is true that the person who gives consent is required to apply his mind. But a person who appoints an agent thereby authorises the agent to apply his mind and then give his consent. It is, therefore, the application of mind by the agent when he gives his consent that becomes relevant in such cases. Our attention was drawn to the decision in the case of (Makhan Lal Jain v. The Amrit Banaspati Co. Ltd.) reported in A. I. R. 1953 All. 326. It is, therefore, the application of mind by the agent when he gives his consent that becomes relevant in such cases. Our attention was drawn to the decision in the case of (Makhan Lal Jain v. The Amrit Banaspati Co. Ltd.) reported in A. I. R. 1953 All. 326. In that case the members who were said to have given their consent in writing to an application under section 153-C (3) of the Companies Act, 1913 were held not to have given their consent because the only document that was presented to Court for showing such consent was a document containing their signatures and the Court held that obtaining signatures of shareholders on a blank piece of paper cannot be considered as their consent in writing. It is difficult to see how this decision helps the Company. Similarly in the case of (Bengal Luxmi Cotton Mills Ltd.) reported in 35 Com. Cases 187 the Calcutta High Court upheld the contention that section 399 does not require that the consenting members should have the petition in front of them before they give their consent and for that purpose, the petition should be prepared well in advance of the consent in writing given by the members. This decision also does not throw any light on the question whether the right to give consent can be delegated or Not. The decision of the Madras High Court in the case of (M. G. Duraiswami v. Sakthi Sugars Ltd.) reported in 50 Com. Cases 145 also does not advance the argument of the Company. In that case the Madras High Court held that from the very nature of the case, consent in writing contemplated in section 399 (3) of the Act is a consent to the filing of a particular petition with a particular allegation for a particular relief under section 397 or section 398 or under both. They upheld the decision of the Calcutta High Court, namely that it was not necessary to prepare in a advance the actual petition and show it to the consenting members but it was necessary that the members, before they give their consent, ought to know about the nature of the particular petition and the nature of the allegation which would be made as well as the nature of relief which would be claimed. The Madras High Court said that there could not be blanket consent. The Madras High Court said that there could not be blanket consent. This decision also does not deal with the right of a member to delegate his power to given consent. All these decisions deal with cases where the members themselves had given their consent and the Court was required to consider whether the consent was given by the members after applying their mind to the nature of the petition which was being filed, to the allegation contained in it and the reliefs which were sought. In fact there can be no quarrel with the proposition that consent cannot be given in vacuo. Consent must be given after applying mind to the act for which consent is required and it has been so held by our High Court also in which consent is required and it has been so held by our High Court also in the case of Walchangnagar Industries Ltd. v. Ratanchand Khimchand Motishaw reported in 55 Bom. L. R. 236. But a person can delegate his authority to give consent. In that case the agent may apply his mind and give consent on behalf of his principal, except in such cases where the authority of the principal is not capable of delegation. Consent under section 399 is not such an exceptional case. ( 21 ) WE have next to examine whether under the powers of attorney which have been given in the present case the power of attorney holder has in fact any authority to file a petition under sections 397 and 398 of the Companies Act. In the present case the Bank of India has given a power of attorney in respect of 16,706 shares in favour of the 4th and 5th petitioners and two others. It has also given a power of attorney in respect of 481 shares to the 4th and 5th petitioners and two others. The Union Bank of India has given a power of attorney in respect of 5000 share to the 5th petitioner and two others. The consenting shareholders have given powers of attorney in favour of the 4th and 5th petitioner and two others. The Union Bank of India has given a power of attorney in respect of 5000 share to the 5th petitioner and two others. The consenting shareholders have given powers of attorney in favour of the 4th and 5th petitioner and two others. Apart from the power of attorney given by the Bank of India in respect of 16,706 shares all the other powers of attorney are in identical terms and it will suffice to reproduce the relevant clause from the power of attorney dated 27th March, 1981 from the Union Bank of India to the 5th petitioner and 2 others whereas 5000 Equity Shares in the capital of Killick Nixon Limited (a Company having its registered office at Killick House, Charanjit Rai Marg, Bombay 400 001 and hereinafter called "the Company") bearing distinctive numbers were of are contained in Annexure "a" hereto (hereinafter referred to as "the said Shares"), stand in our name in the records of the said Company but the beneficial interest whereof belongs to Dhanraj Mills Private Limited, the said Dhanraj Mills Private Limited having purchased the said Shares for valuable consideration. " now KNOW YE AND THESE PRESENTS witnesseth we the said Union Bank of India do hereby NOMINATE CONSTITUTE AND APPOINT (1) Balkrishna Ramgopal Ruia, (2) Tejkumar Balkrishna Ruia, and (3) Hirendrakumar Balkrishna Ruia jointly are severally to be our true and lawful attorneys in our name and on our behalf to do or cause to be done the following acts, deeds, matters and things that is to say : 1. To exercise for us and in our name "all rights and privileges and perform the duties which now or hereinafter may appertain to us as holders of the said Shares of the said Company standing in our name and also in respect of any new shares which may be allotted or issued to us by the said Company either as right shares (hereinafter called "the said right shares") or bonus shares (hereinafter after called "the said bonus shares") as a result of our being holders of the said shares. 5. 5. To file such suit or suits or to file such appeals to take such proceedings in respect of the said shares, the said right shares and the said bonus shares against the Company or against any other person for such relief as our Attorneys or Attorney shall think fit and to defend all suits, appeals and other proceedings which may be filed or taken by any person, company or party against us in respect of the said shares, the said right shares and the said bonus shares or any of them. 6. To represent us before any Court, the Company Law Board, any other authority or officer in respect of any matter or proceedings relating to the said share, the said right shares and the said bonus shares or in any matter or proceedings concerning the said Company. 13. Generally to act in relation to the premises as fully and effectually in all respects as we ourselves could if personally present. "under Clause 1 of the power of attorney the power of attorney holder is authorised to exercise on behalf of the Union Bank of India all rights and privileges and to perform all duties which pertain to the Union Bank of India in its capacity as shareholder of 5000 equity shares of the Company. Thus under Clause 1 the power of attorney holder is entitled to exercise all rights and privileges and to perform all duties which the Union Bank of India would have exercised as a shareholder of 5000 shares. This would necessarily include a right to file a petition under sections 397 and 398 of the Companies Act which right was possessed by the Union Bank of India as a shareholder of 5000 equity shares. The other powers which are given in the power of attorney are specific powers which spell out some of the rights, privileges and duties which have been so delegated under Clause 1 of the power of attorney. Thus, under Clause 5 a specific power is given to file suits, appeals and to take such proceedings in respect of these shares against the Company or against any other person for such reliefs as the attorney may think fit. Under Clause 6 the holder of the power of attorney has been given an authority to represent the Bank before any Court, the Company Law Board or any other authority. Under Clause 6 the holder of the power of attorney has been given an authority to represent the Bank before any Court, the Company Law Board or any other authority. Clause 1, however, is in general terms and it confers on the agent all rights and privileges of the principal as a holder of 5000 equity shares. The clauses that follow specify some of these rights and privileges. In cases where a general power, is given followed by specific powers the specific powers so given do not curtail the generality of the powers conferred by the earlier clauses. However, where a specific power is given followed by the conferring of general powers, the Rule of ejusdem generis would apply and the general powers must be read as being in furtherance of the specific power and not as enlarging the specific power so given. Thus in the case of (Timblo Irmoas Ltd. v. Jorge Anibal Matos Sequeira) reported in A. I. R. 1977 S. C. 734, at p. 739 the Supreme Court sets out the rule of construction to the effect that general words following words conferring specifically enumerated powers cannot be construed so as to enlarge the restricted powers there mentioned. It goes on to observe that, "in fact, in a case like the one before us, where a general power of representation in various business transactions is mentioned first and then specific instances of it are given, the converse rule, which is often specifically stated in statutory provisions (the rules of construction of statutes and documents being largely common) applies. That Rule is that specific instances do not derogate from the width of the general power initially conferred. To such a case the ejusdem generis Rule cannot be applied. " Our attention was drawn to Article 24 at page 75 to Bowstead on Agency, 14th Edition, where the rules of construction for powers of attorney have been laid down as follows : "powers of attorney must be strictly construed, and are interpreted as giving only such authority as they confer expressly or by necessary implication. The following are the most important rules of construction : (A) The operative part of a deed is controlled by the recitals where there is ambiguity. The following are the most important rules of construction : (A) The operative part of a deed is controlled by the recitals where there is ambiguity. (b) Where authority is given to do particular acts, followed by general words the general words are restricted to what is necessary for the proper performance of the particular acts. (c) General words do not confer general powers, but are limited to the purpose for which the authority is given, and are construed as enlarging the special powers only when necessary for that purpose. (d) The deed must be construed so as to include all incidental powers necessary for its effective execution. "in the present case there is no ambiguity about Clause 1 of the power of attorney. Even if we construe Clause 1 with reference to the recital, the recital clearly mentions that the power of attorney is in respect of 5000 equity shares which are held by the Union Bank of India and which stand in the name of the Union Bank of India in the records of the Company but in irrespect of which the beneficial interest belongs to the 3rd petitioners who have purchased these shares for valuable consideration. The power of attorney is thus given to the beneficiaries so that they may exercise all rights, privileges and perform all duties in respect of 5000 shares as agents of the Union Bank of India. There is, therefore, no substance in the contention that the powers of attorney do not authorise the holders of powers of attorney to file petition under section 397 and 398 of the Companies Act. There is a similar clause in the powers of attorney given by the consenting members also. The right to give consent under section 399 sub-section (3) is a right which belongs to the members of the company and under Clause 1 this right is also delegated to the power of attorney-holder. ( 22 ) THE power of attorney given by the Bank of India in respect of 16,706 shares, however, is said to stand on a slightly different footing because in the power of attorney which is given by the Bank of India in respect of 16,706 shares the Clauses 5, 6, 8, 13 and 14, which were originally there were deleted and the power of attorney as it stands does not contain these clauses. For the present purpose the relevant clauses are Clauses 5, 6 and 13. Under Clause 5 power is given to file suits, appeals and take proceedings in respect of shares; Clause 6 authorises the power of attorney holder to represent the share holder before any Court, the Company Law Board or any other Court; while Clause 13 is a general clause enabling the power of attorney holder to act in relation to the premises as fully and effectually in all respects as the shareholder could do if personally present. It is submitted that because of the deletion of these clause form the power of attorney given on behalf of the Bank of India, it would not be open to the petitioners to file the petition on behalf of the Bank of India in respect to 16,706 shares. There are other circumstances also which, according to the company, are relevant for the purpose of construing the power of attorney given by the Bank of India in respect of 16,706 shares. Those circumstances relate to the filing of the present petition. It has been submitted that the power of attorney given by the Bank of India in respect of 16,706 shares was not shown by thepetitioners at the time when they filed the petition though other powers of attorney were disclosed nor was a xerox copy of the power of attorney filed. The suggestion is that the power of attorney in question was suppressed from the Court at the time when the petition was filed. It was only subsequently that the power of attorney was shown to the Court. At the time when the petition was being heard by the learned Single Judge, Mr. Cooper, learned Counsel for the petitioners, stated that he had been asked by the Bank of India to State to the Court that the petitioners had no authority from the Bank of India to file the petition. Now, can all these circumstances affect in any way the construction of the power of attorney given by the Bank of India in respect of 16,706 shares? The power of a attorney has to be construed as it stands. Now, can all these circumstances affect in any way the construction of the power of attorney given by the Bank of India in respect of 16,706 shares? The power of a attorney has to be construed as it stands. Clause 1 of the power of attorney which in terms is identical with Clause 1 of all other powers of attorney confers very wide powers on the holder of the power of attorney including the power to file a petition under sections 397 and 398. Omission of certain specific powers set out after general powers given in Clause 1 cannot in any way curtail the provisions of Clause 1. The so called surrounding circumstances which incidentally are not the surrounding circumstances relating to the execution of the power of attorney but which refer for event that transpired later on, cannot in any way throw any light on the construction of the power of attorney. Nor can the statement made in Court in any way affect the provisions of the power of attorney. The document has to be construed as it stands. It is only in the case of ambiguity in the document that it is possible to look at the circumstances surrounding the execution of the power of attorney, as well as antecedent correspondence, or the conduct of parties. Such a situation has not arise in the present case. In the case of (Bomanji Ardeshir Waida v. The Secretary of the State of India) reported in 31 Bom. L. R. 356 the Privy Council observed that ". . . this way of approaching the true construction of the deed is quite illegitimate. . . Nothing is better settled than that when parties have entered into a formal contract that contract must be construed according to its own terms and not explain or interpreted by the antecedent communing which led up to it. "the same position has been reiterated in the case of (Sunitabala Debi v. Manindra Chanda Roy Chowdhary) reported in 32 Bom. L. R. 1553 where the deed was considered as it stood even if the result was that the document was found in embody a bargain intended by neither of the parties to it. In view of these settled principles, the power of attorney, given by the Bank of India as the shareholder of 16,706 shares must be construed as it stands. In view of these settled principles, the power of attorney, given by the Bank of India as the shareholder of 16,706 shares must be construed as it stands. Under Clause 1 of this power of attorney, the holder cane exercise all rights and privileges that he shareholder of 26,706 shares could have exercised. This would include the right to file a petition under sections 397 and 398. ( 23 ) IN any case for the purpose of the present appeal it is not necessary to take into a account 16,706 shares which are the subject-matter of the disputed power of attorney. The shareholding necessary for maintaining the present petition is 12. 495 shares which constitute 1/10th of the share capital of the company. Even if 126. 706 shares of the Bank of India are excluded, the other petitioners between them hold 16,303 shares; these consist of 5000 shares of the Union Bank of India, 20 shares of each of the petitioners Nos. 3 and 4, 10 shares each of petitioner No. 5 and 11,253 shares of the consenting members. These shares constitute more than 1/10th of the share capital of the company. Even if the power of attorney given by the Bank of India is ignored the petition will be maintainable. ( 24 ) IN the premises, in our view, the petitioners have the requisite locus standi to maintain the petition in question. The learned Single Judge has rightly dismissed the Judges summons. ( 25 ) THE appeal is, therefore, dismissed with costs. Costs to be on a long cause scale in view of the issues involved and are quantified at Rs. 15,000/ -. ( 26 ) MR. Chagla makes a statement that the General Body Meeting of the company will not be held before 31st March, 1982.