AGGARWAL, J. ( 1 ) THE petitioner, Bengal Saws and Steelproducts Limited is a private limited company manufacturingthe "safety razor blade strips". The petitioner company hasan industrial licence for the manufacture of safety razor bladestrips 1080 tonnes per annum. The petitioner company is awholly owned subsidiary of Harbans Lal Malhotra and Sons Ltd. (hereinafter for the sake of brevity called hlm ). The saidhlm manufacture razor blades. The said HLM have anindustrial licence to manufacture razor blades 1500 million innumber. The petitioner company is manufacturing safety razorblade strips from carbon steel. The petitioner company has aproposal to manufacture stainless steel razor blade strips inplace of carbon steel razor blade strips within the existinglicensed capacity. HLM is registered under section 26 readwith section 20 (b) (i) of the M. R. T. P. Act as a single dominantundertaking in respect of the razor blades. ( 2 ) THE crucial question that arises for determination iswhether the proposal of the petitioner to produce razor bladestrips from stainless steel instead of carbon steel amounts tosubstantial expansion within the meaning of section 21 of themonopolies and Restrictive Trade Practices Act. 1969 (hereinafter for short called mrtp Act ). We may notice heresections 20 and 21 of the MRTP Act which are relevant forthe decision of the petition, and they read us under: "20. This part shall apply to-- (a) an undertaking if the total value of (i) its own assets, or (ii) its own assets together with the assets of its interconnected undertakings,is not less than twenty crores of rupees ; (b) a dominant undertaking - (i) where it is a single undertaking, the value of itsassets, or (ii) where it consists of more than one undertaking,the sum total of the value of the assets of all theinter-connected undertakings constituting thedominant undertaking,is not less than one crore of rupees. Explanation : The value referred to in this section shall be (i) in the case of an undertaking referred to in clause (a) or clause (b), as the case may be, the value ofits assets on the last day of the financial year whichcloses during the calendar year immediately preceding the calendar year in which the questionarises as to whether this Part does or docs not applyto such undertaking; and (ii) in the case of an inter-connected undertaking, thevalue of its assets on the last day of its financialyear which closes during the calendar year immediately preceding the calendar year in which thequestion arises as to whether this Part does or doesriot apply to the undertaking referred to in clause (a) or clause (b ). "the relevant portion of section 21 reads as under: "expansion of undertakings:21. (1) Subject to the provisions of section 23, where anundertaking to which this Part applies proposes to substantiallyexpand its activities by the issue of fresh Capital or by the installation of new machinery or other equipment or in any othermanner, it shall,before taking any action to give effect to theproposal for such expansion, give to the Central Governmentnotice, in the prescribed form, of its intention to make suchexpansion, staling therein the scheme of finance with regardto the proposed expansion, whether it is connected with anyother undertaking or undertakings and if so, giving particularsrelating to all the interconnected undertakings and such otherinformation as may be prescribed. (2) Notwithstanding anything contained in any other lawfor the time being in force, no undertaking shall give effect toany proposal for its substantial expansion unless such proposalhas been approved by the Central Government. Explanation : For the purposes of this section, an undertakingshall be deemed to expand substantially in any manner if, as aresult of such expansion. (a) in the case of an undertaking within the purview ofthe Industries Act and having a licensed capacityfor the production of goods, of any description,there would be an increase of such licensed capacityby not less than twenty-five per cent thereof; (b) in the case of an undertaking to which clause (b)of section 20 applies but to which clause (a) ofthis Explanation does not apply, the production. marketing, supply, distribution or control of anygoods or the provision of any services wouldincrease by not less than twenty five per cent ofthe goods produced, marketed, supplied, distributedor controlled, or services provided, by it immediately ]before such expansion: (c) in the case of any other undertaking, (i) it would have additional assets of a value ofnot less than twenty-five per cent of the valueof its assets immediately before such expansion;or (ii) the production, marketing, supply, distributionor control of any goods or the provision of anyservices would increase by not less thantwenty-five per cent of the goods produced. marketed, supplied, distributed or controlled,or services provided, by it immediately beforesuch expansion. " ( 3 ) I may add that the explanation to section 21 reproducedabove was subsituted by the amendment Act of 1982 andprior to the amendment the explanation to section 21 readas under:explanation: For the purpose of ibis section, an undertaking shall be deemed to expand substantially if, after suchexpansion, (A) in the case of an undertaking to which clause (a)of section 20 applies, (i) the value of its assets, before the expansion,would result in an increase by not less thantwenty-five per cent of such value, or (ii) the production, supply or distribution of anygoods or the provision of any services by itbefore the expansion, would result In anincrease by not less than twenty-five per cent ofthe goods produced, supplied, distributed or controlled, or services provided, by it ; (b) in the case of an undertaking to which clause (b)of section 20 applies, the production, supply, distribution or control of any goods or the provisionof any services by it would result in an inereaseby not less than twenty-five per cent of the goodsproduced, supplied, distributed or controlled, orservices provided, by it before the expansion. " ( 4 ) THE learned counsel for the petitioner stated at the barthat for the purpose of the decision of this petition it may betaken that the petitioner company is a dominant undertaking". A question arises whether the proposal of the petitioner companyto manufacture stainless steel razor blade strips instead of carbonsteel razor blade strips requires approval of the CentralGovernment under section 21 of the MRTP Act. The department ofcompany affairs. A question arises whether the proposal of the petitioner companyto manufacture stainless steel razor blade strips instead of carbonsteel razor blade strips requires approval of the CentralGovernment under section 21 of the MRTP Act. The department ofcompany affairs. Ministry of Law, Justice and Company Affairs,vide letter dated 27/06/1981 wrote to the petitioner-companyadvising it to make an application under section 21 of the MRTPAct for seeking approval of the Central Government beforegiving effect to the proposal. The letter reads as under: "i am directed to refer to the correspondence restingwith your letter No. BSD/imf/401/2/14 dated the 12/05/1981, on the subject mentioned above,and the submissions made by your representativesat the personal hearing before the undersigned on22-5-1981 and to say that the Safety Razor Bladestrips would also be covered under sub-group 319. 2of the M. R. T. P. (Classification of Goods) Rules,1971, viz. , "razor Blades" in which your companyalongwith the inter-connected undertakings of harbanslal Malhotra group is dominant. Furtheras a result of change in the product-mix by way ofthe proposed diversification viz. to roll both carbonsteel and stainless steel strips, the value of the product would increase by more than 25 per cent. inview of this, you are advised to make an application under section 21 of the M. R. T. P. Act forseeking prior approval of the Central Governmentthereunder. Your application as and when receivedwill be considered on merits " ( 5 ) AGAINST the aforesaid order the petitioner company camein writ petition under Articles 226 and 227 of the constitutionof India. ( 6 ) THE challenge to the validity of the aforesaid order istwo-fold: (1) that the razor blade strips and the razor bladeare two separate and distinct goods and the petitioner companywho is only engaged in the manufacture of razor blade strips isnot "dominant" in that product and consequently section20 (b) (ii) and other provisions of Chapter III of the MRTPAct are not applicable to the petitioner and (2) that the proposal to produce razor blade strips from stainless steel insteadof carbon steel does not amount to expansion within themeaning of section 21. The contention is that by the productionof razor blades from stainless steel strips the petitioner company and its bolder company would be only producing a betterutility goods and this would not come within the prohibitioncontained in section 21 of the MRTP Act. The contention is that by the productionof razor blades from stainless steel strips the petitioner company and its bolder company would be only producing a betterutility goods and this would not come within the prohibitioncontained in section 21 of the MRTP Act. ( 7 ) TO answer the question whether the proposal to changeover would or would not result in the expansion of the undertaking, a few facts need to be stated. The holder company,that is, HLM, has the licence to manufacture 1500 millionrazor blades. The total licensed production is 2000 millionrazor blades (information given at the bar ). Thus, thepetitioner company and its holder company is producing andmarketing 314th of the licensed production in razor blades. Sofar the holder company has been manufacturing stainless steelrazor blades from imported stainless steel strips. The petitionercompany, as already stated, has a licence for the manufactureof 1089 tonnes of safety razor blade strips. The petitionercompany has a proposal to manufacture stainless steel stripsin place of carbon steel razor blade strips. The above proposalif given effect to, to my mind, is bound to create economicimbalance in the trade of razor blades. The other manufacturersof razor blade strips as well as the razor blades would be forcedout of the razor blade market and ultimately it can result inthe monopolisation of the razor blade industry by the petitionerand its holder-company. It is not disputed that if the proposalof the petitioner-company is approved the value of their production would go up by more than 25 per cent of the existingvalue of production. In my view, the proposal of the petitionercompany to manufacture stainless steel strips instead of carbonsteel razor blade strips would in the circumstances mentionedamount to a substantial expansion of the undertaking/undertakings. ( 8 ) THE petitioner after the amendment in section 21 ofthe MRTP Act wrote letter dated 23/01/1984 to thesecretary. Department of Company Affairs, Shastri Bhavan,stating that since the production by the contemplated changeover from carbon steel to stainless steel for manufacture ofrazor blade strips is within the licensed capacity and withoutinstallation of new machinery or equipment section 21 of themrtp Act would not be attracted. The petitioner companyby the aforesaid letter sought clarification whether after theamendment in 1982 the proposal of the petitioner would stillattract the provisions of section 21 of the MRTP Act. The petitioner companyby the aforesaid letter sought clarification whether after theamendment in 1982 the proposal of the petitioner would stillattract the provisions of section 21 of the MRTP Act. ( 9 ) THE Deputy Secretary to the Government of India videletter dated 23/02/1984 replied as under : "i am directed to refer to your letter dated 23-1-1984on the subject mentioned above and to say thatthe matter has been considered under the provisinsof section 21 of the MRTP Act, 1969, asamerded by the MRTP Act (Amendment) Act,1^2 and the conclusion arrived at by the Centralgovernment is that the proposal of M/s Bengalsaws Steel Products Ltd. requires approval of thecentral Government even under the amededprovisions of section 21 of the said Act. In thisconnection, it is to be noted that, as per theexisting industrial licence, the petitioner companycan manufacture "safety Razor Blade Strips" forthe capacity 1080 tonnes per annum. The description of the items which the company proposes tomanufacture is "safety Razor Blade Strips (Carbonand Stainless Steel)" for a capacity of 1080 tonnesper annum. It is thus clear that the proposed itemof manufacture is different from the one for whichthe petitioner company holds an industrial licence. In fact, had not the proposed item been differentfrom the existing item, the question of obtainingany approval for the manufacture of the proposeditem under the provisions of the lndustries (Development and Regulation) Act, 1951 would nothave arisen. 2. From the position stated above, it is clear that thepetitioner company proposes to manufacture a newitem for which it does not possess any licensedcapacity at present. Accordingly, the questionwhether the manufacture of the proposed new itemwill result in substantial expansion of theundertaking has to be determined as per clause (c) ofthe Explanation below sub-section (2) of theamended section 21 of the MRTP Act, 1969. Asper the said clause (c), it is, inter alia, the production, marketing, supply, distribution or control ofany goods which are to be taken into considerationfor determining the extent of expansion. In thisregard, the petitioner company has itself admittedthat, with the production of the proposed newitem, the value of production of the goods willincrease by more than 25 per cent. Since, therefore, the undertaking will thus expand substantiallywithin the meaning of the amended section 21 ofthe MRTP Act, 1969, the proposal will requireapproval of the Central Government under thesaid section 21 of the Act. Since, therefore, the undertaking will thus expand substantiallywithin the meaning of the amended section 21 ofthe MRTP Act, 1969, the proposal will requireapproval of the Central Government under thesaid section 21 of the Act. " (The afore-mentioned letters were placed on record by thepetitioner company during the hearing of the petition.) ( 10 ) IT is clear from the letter dated 23/02/1984from, the Deputy Secretary to the Government of India to thepetitioner company that the petitioner does not possess thelicence for the manufacture of razor blade strips from stainlesssteel and that the proposed item of manufacture is differentfrom the one for which the petitioner company holds theindustrial licence. It is further clear that by the change overthe value of the production of the goods will increase by morethan 25 per cent. The proposed change, it seems, would resultin substantial expansion of the activities of the undertakingand would require approval of the Central Government undernotion 21. ( 11 ) MR. Shah, learned counsel for the petitioner, contendedthat before attracting the regulatory provisions of section 21the respondent has to show that the proposed expansion isintended to be brought about by either (a) the issue of freshcapital, or (b) the installation of new machinery or otherequipment, or (c) in any other manner, and that in theabsence of any one of the above pro-requisites section 21 willnot be applicable. The counsel contended that the expression in any other manner bag to be read ejusdem generis withthe preceding words, namely, issue of fresh capital and installation of new machinery or other equipment appearingin section 21. Shri Shah in support of his contention reliedupon (1) Union of India and another v. Tata Engineeringand Locomotive Co. Ltd. (1972) 42 Company Cases p. 72and (2) in re: Canara Bank Ltd. (1973) 43 Companycases 157. ( 12 ) THE proposal would involve a change in the materialused earlier in the manufacture of the razor blade strips. Theproposed change over, in my opinion, would come within theambit of the expression installation of new machinery orequipment ; in any case, it would come within the expression in any other manner read in conjunction with the precedingwords, namely, the installation of new machinery or otherequipment . Theproposed change over, in my opinion, would come within theambit of the expression installation of new machinery orequipment ; in any case, it would come within the expression in any other manner read in conjunction with the precedingwords, namely, the installation of new machinery or otherequipment . ( 13 ) SHRI Shah had during the arguments conceded that forthe disposal of the petition the petitioner undertaking be takenas a dominant undertaking , but in the written notes submittedby Shri Shah after the conclusion of the arguments, it seems,the petitioner is sticking to the contention that the petitionercompany is not a dominant undertaking. This contention hasno force. I have in the opening portion of the judgment statedthat the petitioner company is a wholly owned subsidiary ofhlm. The said HLM have an industrial licence to manufacturerazor blade 1500 million in number. The petitioner companyhas a licence to manufacture 1080 tonnes of safety razor bladestrips. Section 2 (d) of the MRTP Act defines the termdominant undertaking . The relevant portion of the definitionof the term dominant undertaking read as under:"dominant undertaking" means (I) an undertaking which has all the following threefeatures, that is to say, (AI) it is an undertaking within the purview of theindustries Act; (BI) it has a licensed capacity for the production ofgoods of any description; and (CI) its licensed capacity for the production of suchgoods or the aggregate of its licensed capacityand of the licensed capacity of inter-connectedundertakings, for the production of such goods isnot less than one-fourth of the total installedcapacity in India for the production of suchgoods; or (II) an undertaking which has all the following threefeatures, that is to say, (AII) it is an undertaking within the purview of theindustries Act; (BII) it, by itself or along with inter-connected undertakings produces, supplies, distributes or otherwise controls not less than one-fourth of the totalgoods of any description that are produced,supplied or distributed in India or any substatnialpart thereof; EXPLANATION I : Where the licensed capacity of interconnected undertakings for the production of any goods is notless than one-fourth of the installed capacity for the productionof such goods or not less than one-fourth of the production,supply, distribution or control of any goods or the provision orcontrol of any service, as the case may be, is shared by interconnected undertakings, each such undertaking shall be deemedfor the purposes of this Act to be a dominant undertaking. EXPLANATION II: Where any goods of any description arethe subject of different forms of production, supply, distributionor control, every reference in this Act to such goods shall beconstrued as reference to any of those forms of production,supply, distribution or control, whether taken separately ortogether or in such groups as may be prescribed. EXPLANATION III: The question as to whether any undertaking, other by itself or along with inter-connected undertakings, produces, supplies, distributes or controls one-fourth ofany goods or provides or controls one-fourth of any services maybe determined according to any of the following criteria, namely,value, cost, price, quantity or capacity of the goods or services. " ( 14 ) IT is not disputed that the entire production of thepetitioner company is utilised by the holder-company for themanufacture of razor blades The holder company has a licenceto manufacture razor blades 1500 million in number (this isthree-fourth of the total licensed production) Thus, the holdercompany and its inter-connected undertaking, that is, thepetitioner company, is producing, supplying and controllingthree-fourth of the production of the razor blades. The petitionercompany would, therefore, come within the definition of dominant undertaking as given in section 2 (d ). ( 15 ) FOR the reasons stated I find the petition to be without merit and dismiss it with costs. Counsel fee is fixed atrs. 1000.