Om Prakash Bajaj v. State of Bihar — 1989 DIGILAW 211 (PAT)

ORDER This writ application has been filed for quashing the decision of respondent no. 3, the Board of Directors of Bihar State Construction Corporation Ltd. (hereinafter referred to as 'the Corporation') terminating the services of the petitioner and relieving him from the post of the Financial Advisor-cum-Accounts Officer of the Corporation. 2. The case of the petitioner in brief, as disclosed in the petition, is that having passed the Chartered Accountant examination, he joined the post of Chartered Accountant in the Batliboi and Co. at Calcutta in April, 1973. Thereafter, he worked as Assistant Accountant and Internal Auditor in the Bengal Paper Mills Ltd, a Public Limited Company at Calcutta from August, 1974, to 1983. The Bureau of Public Enterprises, Government of Bihar. Patna, (hereinafter referred to as 'the Bureau') invited applications for appointment on various posts in different Public Sector Undertakings in the State of Bihar. The petitioner offered himself as a candidate for the post of Chartered Accountant. He appeared in the interview and his name was included in the list of selected candidates for appointment by the Bureau. 3. The post of the Financial Advisor was lying vacant in the Corporation from the month of July, 1982. So, the Secretary of the Corporation wrote to the Bureau to recommend four names out of the list of selected candidates for appointment to the said post. A requisition giving the details including the terms and conditions of service, was also sent to the Bureau, from which it would appear that the post was temporary but was likely to continue. The Bureau recommended the name of the petitioner to the Corporation for appointment as Financial Advisor-cum-Chief Accounts Officer. A copy of the said letter is Annexure 6 to this petition. The petitioner received a letter from the Managing Director of the Corporation on 27-8-1983, with a request to contact the Management by 5-9-1983 for a detailed discussion regarding the terms and conditions of appointment. The petitioner appeared before respondent no. 4. the Managing Director of the Corporation and agreed to the terms of appointment• as offered to him by the said respondent and accepted the officer in writing. He was appointed on the said post and his pay was fixed as per recommendation of the Bureau. After receiving the appointment letter (Annexure 9), he sought clarification of certain terms of appointment from the Managing Director of the Corporation. He was appointed on the said post and his pay was fixed as per recommendation of the Bureau. After receiving the appointment letter (Annexure 9), he sought clarification of certain terms of appointment from the Managing Director of the Corporation. In reply, he was informed that all the: conditions in the appointment letter were inserted according to the direction of the State Government. The petitioner joined the Corp• oration and took over charge of the office of the Financial Advisor-cum-Chief Accounts Officer on 28-12-1933. 4. Further case of the petitioner is that after taking over charge of the office, he found that audit of the accounts had not been cone since the year 1979-80. The rules of accounts were not properly followed in the Corporation and the fund was misused by the officers at different levels. The Books of Accounts were not up-to-date and were not maintained correctly as required under section 209 of the Companies Act. He repeatedly informed the Managing Director of the Corporation to take disciplinary action against the erring officers and fix responsibility for mismanagement of accounts. The petitio.l1er claims that letters were issued by the Managing Director from time to time at his instance to all the Regional General Managers, the Works Manager, the officers posted at the headquarters and the Accountants to prepare the monthly as well as annual accounts according to the prescribed rules. Copies of the said letters are Annexures 11, 12 and 13 to this petition. The petition further reveals that the officers of the Corporation were lacking skill and experience in matter of accounts. There was total lack of financial discipline and corruption was rampant in the Corporation in collusion with its higher officers. 5. In the circumstances mentioned above, the petitioner wrote a letter to the Managing Director of the Corporation on 21-3-1988 and gave information regarding steps taken at his level to prepare the accounts, with a request to pace it before the Board of Directors. A copy of the said letter is annexed as Annexure 18 to the petition. 6. The petitioner, thereafter, issued general direction by his letter dated 19-4-1988 to all the Area General Managers/Works Managers of the Corporation and gave direction that the Books of Accounts should be kept up-to-date and a certificate to this effect should be given by the Officer concerned. 6. The petitioner, thereafter, issued general direction by his letter dated 19-4-1988 to all the Area General Managers/Works Managers of the Corporation and gave direction that the Books of Accounts should be kept up-to-date and a certificate to this effect should be given by the Officer concerned. A copy of the said letter is Annexure 19 to this petition. 7. The petitioner-was surprised to receive a letter on 20.6. 198d from the Managing Director of the Corporation, in which it was falsely alleged that several letters regarding accounts and audit of the Corporation, were issued to him, but there was no response from his side. He was asked to work according to the time bound programme issued by the Public Enterprises. A copy of the said letter is Annexure 22 to this petition. 8. After the receipt of the said letter, the petitioner wrote to the then Managing Director of the Corporation on 22.6.1988 challenging the correctness of the contents of Annexure 22 to the extent that he had not sent any reply to the queries made by the Managing Director. He asserted in his letter that inspite of his repeated requests, no disciplinary action was taken against the erring employees. With regard to the direction of the Bureau for preparation of the audit, it was clarified that the action had already been taken by the petitioner. He wrote another letter on 30.7.1988 to the Managing Director of the Corporation, in which he pointed out that he was by-passed in all the matters where his advice was needed and there was total mismanagement in financial matter in the Corporation. 9. It is also stated in the petition that the period, for which the then Managing Director was appointed, expired on the 30th of June, J988, and respondent no. 5, Shri T.M.N. Sinha, who was the Area General Manager of the Corporation, took over charge of the office of the Managing Director in addition to his duties. It was a working arrangement and notification to this effect was issued by the Joint Secretary of the State Government by memo dated 30.6.1988, a copy of which is Annexure 24A to this petition. Respondent no. 5 took over charge of the office of the Managing Director on 1.7.1988. 10. After taking over charge of the office of the Managing Director, respondent no. Respondent no. 5 took over charge of the office of the Managing Director on 1.7.1988. 10. After taking over charge of the office of the Managing Director, respondent no. 5 began to withdraw money from the account of the Corporation without taking advice/consent of the petitioner. He, thereafter, addressed a note on 30.7.1988 to the Managing Director stating that he would not be responsible for the withdrawal of the amount from the account of the Corporation, in which his approval was not obtained. Copy of the said note is Annexure 25 to this petition. The petitioner wrote another letter on 2.8.1988 to respondent no. 5 and brought to his notice the financial indiscipline existing in the corporation at different levels. A copy of the said letter is Annexure 26 to this petition. Again by writing another letter, the petitioner brought to the notice of respondent no. 5 the misuse of funds by the officers of the Corporation and irregularities committed in regard to the execution of the work of Nakati Rajwar Scheme, a copy of which is Annexure 27 to this petition. 11. The petitioner received a letter on 5.10.1988 from the Assistant Secretary/Incharge Company Secretary of the Corporation that the 62nd meeting of the Beard would be held on 10.10.1988 at the Head Office of the Corporation at Patna and the agenda would be separately sent later on. A copy of the letter is Annexure 28 to this petition. After receipt of the said letter, the petitioner wrote to the Managing Director of the Corporation that the copy of the minutes was not sent or shown to him. It was alleged that the matter regarding audit of accounts was not placed properly by the Management before the Board of Directors on the previous occasion. The Board was kept in dark regarding delay caused in preparation of the audit of accounts of the Corporation. It was also reiterated that no disciplinary action had been taken against the erring officers inspite of the advice of the petitioner. According to the petitioner, respondent no. 5 falsely informed the Board of Directors in the said meeting that inspite of repeated requests the petitioner had failed to supply any information regarding progress of audit of accounts from the period 1980-81 and on wards. He falsely alleged that the petitioner was incompetent. On account of' said false representation by respondent no. According to the petitioner, respondent no. 5 falsely informed the Board of Directors in the said meeting that inspite of repeated requests the petitioner had failed to supply any information regarding progress of audit of accounts from the period 1980-81 and on wards. He falsely alleged that the petitioner was incompetent. On account of' said false representation by respondent no. 5, the Bureau was requested to send the name of other Financial Advisor by the month of December 1. 88. A copy of the proceeding of the Said meeting has been filed as Annexure 35 to this petition. 12. The case of the petitioner further is that respondent no. 5, Shri T. M. N. Sinha, the then Acting Managing Director of the Corporation, was personally biased against him. While working as the Superintending Engineer, Purchases and Plant he had written a letter on 18.4.1988 to the petitioner for payment of Rs. 20, 000/- as advance to meet the cost of litigation in the High Court. A copy of the said letter is Annexure 32 to this petition. By his letter dated 19.4.1988, the petitioner asked the said respondent to send a copy of the petition filed in the High Court and the Supreme Court. He also asked him to furnish other' details to enable the Corporation to take a decision for making advance payment. A copy of the sail letter is Annexure 33 to this petition. According to the petitioner, respondent no. 5 had filed a case against the Corporation itself before this High Court and took up the matter up to the Supreme Court. In the said case, the relief was sought by respondent No. 5 for his appointment on the post of the Managing Director of the Corporation. As the matter was against the Corporation itself, so the petitioner did not think it proper to sanction the amount. Although, respondent no. 5 did not send any reply, but he started harbouring grievance against the petitioner. When he became incharge of the office of the Managing Director of the Corporation, he took revenge by creating prejudice in the minds of the Members of the Board of Directors, who decided in the 62nd meeting to terminate the services of the petitioner. 13. 5 did not send any reply, but he started harbouring grievance against the petitioner. When he became incharge of the office of the Managing Director of the Corporation, he took revenge by creating prejudice in the minds of the Members of the Board of Directors, who decided in the 62nd meeting to terminate the services of the petitioner. 13. The petitioner learnt regarding resolution of the Board of Directors of the Corporation dated 10.10.1988, wherein the Board had expressed its dissatisfaction for non-completion of the work of audit and accounts. On the report of respondent no. 5, the Board took a decision that the petitioner had failed to make any improvement in the work of audit and accounts and had become ineffective and as such he should be removed from the office by giving regular notice/compensation by the Corporation and in his place, the Bureau should be asked to send the name of another selected candidate for employment in the Corporation. It is specifically stated in the petition that the petitioner had definite information that respondent no. 5 had participated in the proceeding of the 62nd meeting of the Board of Directors, when the said resolution was passed. Having received the said information, the petitioner made a representation by letter dated 4.11.1988 to the Minister, Irrigation Department, Government of Bihar, under whose control, respondent Corporation had been functioning. A photo-stat copy of the said letter is Annexure 36 to this petition. 14. A counter-affidavit has been filed on behalf of respondent no 4, the Managing Director, Bihar State Construction Corporation Ltd., and respondent no. 5, 5hri T.M.N. Sinha, Incharge Managing Director of the Corporation at the relevant time. It is stated in the counter-affidavit that the writ petitioner has no legal right which can be enforced through the process of the Court The Petitioner was appointed in the Corporation on contract basis for a fixed period. According to the terms of the appointment, it was open to the Corporation to dispense with the service of the petitioner by giving one month's notice or in lieu thereof by making payment of one month's salary. Likewise, the petitioner could also leave the service by giving one month's notice. According to the terms of the appointment, it was open to the Corporation to dispense with the service of the petitioner by giving one month's notice or in lieu thereof by making payment of one month's salary. Likewise, the petitioner could also leave the service by giving one month's notice. In the original order of appointment, as contained in Annexure 9, it was made clear that the petitioner had to serve the Corporation for a minimum period of five years and he could be removed from service by giving three months' notice. Beyond claiming compensation in terms of the contract, the petitioner has no legal right to maintain this writ application. On the request made by the petitioner by his letter dated 19.9.1983, the condition of determination of service at the instance of either side by giving three months' prior notice was reduced to one month. A copy of the said letter is Annexure A to the counter-affidavit. In view of the request of the petitioner, the Board of Directors of the Corporation by its resolution in the meeting held on 6.9.1983 accepted the said modification, which was communicated to the petitioner by letter dated 31.3.1984, a copy of which is Annexure C to the counter-affidavit. 15. As regards the decision of the Board of Directors to terminate the service of the petitioner, it is stated that for the benefit of the Corporation, the Board had taken decision to dispense with the services of the petitioner. It has been asserted that the Board of Directors of the Corporation is the best body to judge the requirement of service of an employee of the Corporation. It is also stated that it is a termination simplicitor without casting any stigma. The petitioner was removed from service on administrative ground in the interest of the Corporation. The allegation of malafide against respondent no. 5 has been specifically denied in the counter-affidavit. It is stated that the Board of Directors consists of the Commissioners of several Departments. There is an independent Chairman of the said Corporation. It is the collective decision in which respondent no. 5 had no independent role to play except to obey the orders of the Board of Directors of the Corporation. It is further stated that respondent no. 5 was appointed as Managing Director of the Corporation in the month of July, 1988. There is an independent Chairman of the said Corporation. It is the collective decision in which respondent no. 5 had no independent role to play except to obey the orders of the Board of Directors of the Corporation. It is further stated that respondent no. 5 was appointed as Managing Director of the Corporation in the month of July, 1988. whereas, the original decision to terminate the services of the petitioner was taken in its 59th meeting that was held on 4.12.1987 and 5.12.1987. A copy of the said resolution is Annexure 'E' to the counter-affidavit. It is also stated that the petitioner himself had offered to resign from the post of the Financial Advisor-cum-Chief Accounts Officer in the meeting of the officers en 26.5.1988, which was presided over by the Chairman, in which respondent no. 5 was not present. A copy of the minutes of the meeting of the officers of the Corporation dated 26.5.1988 is Annexure F of the counter affidavit. 16. It is further stated that the copies of the letters, which the writ petitioner has annexed with the petition to establish the allegation of malafide against respondent no. 5, were mostly written after the decision was taken by the Board of Directors on 4.121987 to terminate his service. It is also stated that the petitioner wrote certain letters in the months of March and April, 1988, pointing out the financial indiscipline existing in the Corporation. According to the respondents, the said letters were written only to create evidence to show that the petitioner was not getting proper assistance for making the accounts of the Corporation up-to-date and so he was not responsible for it. The allegation of malafide made against respondent no. 5 has been emphatically denied and it is stated that he (respondent no.5) had no authority to disobey the order of the Board of Directors of the Corporation. A copy of the letter of termination of the petitioner's service is Annexure 'G' to this counter affidavit. 17. The writ petitioner suppressed the fact about the order of termination of his service as contained in Annexure G in his writ petition. When he came to know that the letter of termination of his service was ready for service, he absented from his office from 28.11.1988. 17. The writ petitioner suppressed the fact about the order of termination of his service as contained in Annexure G in his writ petition. When he came to know that the letter of termination of his service was ready for service, he absented from his office from 28.11.1988. As the petitioner was not attending the office, the said letter could not be served on him and hence it has been annexed with the copy of the counter-affidavit. 18. Dr. Sad a Nand Jha, appearing on behalf of the petitioner, contended that the decision of the Board removing the petitioner from the service was based on wrong and misleading facts, supplied to it by respondent no. 5, who was personally biased against him. It was further contended that the Board of Directors passed the said order without applying its mind and without giving the petitioner any opportunity of hearing and, thus, the impugned order was passed in violation of the principle of audi alteram partem. It was urged that the petitioner had no control over the officers, who were responsible for sending reports to the Headquarter of the Corporation for preparation of the audit and accounts and so, the petitioner could not be held responsible for it. It was argued that the order was also bad; inasmuch the Board of Directors wrongly assumed that the petitioner was appointed by the Corporation for a period of five years only. Referring to paragraph 3 of the appointment letter of the petitioner (Annexure 9), it was pointed out that according to the said term, the petitioner was appointed for a minimum period of five years as Financial Advisor-cum-Chief Accounts Officer of the Corporation and maximum period was not indicated therein. Although expression, 'purely temporary' was mentioned in Annexure 9, but from the requisition (Aunexure 4) sent by the Corporation to the Bureau, it was manifest that the appointment was temporary, but it was likely to continue. It was submitted that even according to the terms of the appointment letter (Annexure 9), read with the requisition (Annexure 4), the decision taken by the Board of Directors to terminate the services of the petitioner was arbitrary and illegal. 19. Appearing on behalf of the respondents, Mr. It was submitted that even according to the terms of the appointment letter (Annexure 9), read with the requisition (Annexure 4), the decision taken by the Board of Directors to terminate the services of the petitioner was arbitrary and illegal. 19. Appearing on behalf of the respondents, Mr. R. B. Mahto, learned Advocate General, contended that the petitioner was appointed by the Corporation on contract basis and so the condition of the service of the petitioner was governed by the terms of his appointment. Reference was made to paragraph 10 of the petitioner in which it is mentioned that the Bureau has issued several instructions on different dates to all the Government Undertakings, including respondent-Corporation to regulate the appointment of officers in the Corporation. It is stated therein that by letter dated 24.7.1981 issued by the Secretary to the Government of Bihar to all the Chairmans/Managing Directors of different Public Enterprises, the earlier decision was modified and it was clarified that as the Public Enterprises could be brought to an end by the share-holders, so neither the posts nor the officers employed therein could be made or appointed on permanent basis. It was argued that the petitioner was well aware of the said position and having full knowledge that the service was purely temporary, accepted the appointment in the respondent-Corporation. Attention of the Court was drawn to the requisition sent by the Corporation to the Bureau for recommending the names of four eligible candidates for appointment to the post of Financial Advisor-cum-Chief Accounts Officer. For the sake of convenience, serials no. 3, 4, 5 and 23 of the said requisition (Annexure 4) are extracted hereunder :- REQUISITION FORM “3. Whether permanent or temporary if Temporary but likely to continue. temporary, the period for which it will last : 4. Whether on contract basis if so, the period of Contract : Yes: 5 years. (Please see item no. 23). 5. Can appointment be terminated by notice? if so, on what condition ? Liable to be terminated any time without any notice or as per contract. 23. Special Condition: Candidate selected will have to furnish an undertaking be fore joining that he will serve the Corporation at least 5 years." 20. (Please see item no. 23). 5. Can appointment be terminated by notice? if so, on what condition ? Liable to be terminated any time without any notice or as per contract. 23. Special Condition: Candidate selected will have to furnish an undertaking be fore joining that he will serve the Corporation at least 5 years." 20. It was strenuously argued that there was contract between the Corporation and the petitioner, according to which he was appointed only for a period five years giving option to either party to put an end to the contract by giving three months' notice. The petitioner requested the Corporation for modification of the terms of contract regarding three months' notice and on his request, this period of three months was reduced to one month. Submission was made that having accepted the condition to serve the Corporation only for five years, the petitioner could not raise a grievance that the decision regarding termination of his service after expiry of the said period, was either arbitrary or illegal. In course or argument, much emphasis was laid by learned Advocate General on the decision taken by the Board of Directors of the Corporation in its 59th meeting, a copy of which has been filed as Annexure "E' to the counter-affidavit. It may be mentioned that this meeting took place on the 4th and 5th of December, 1987. The Board of Directors took into consideration the fact that the petitioner would be completing his service of five years by end of the month of December, 1988. So it took a decision to request the Bureau to recommend name of another eligible candidate for appointment to the post of the Financial Advisor-cum-Chief Accounts Officer of the Corporation. It is also mentioned therein that for proper maintenance of the accounts of the Corporation, an experienced and able officer was required to be appointed on contract basis. According to the said decision the Corporation required service of a retired Senior Accounts Officer from the office of the Accountant General. Bihar, which would be economical and beneficial in the interest of the Corporation. 20A. On a persual of Annexure E, we find that the Board of Directors had taken a decision to terminate the service of the petitioner in the 59th meeting, which took place on the 4th and the 5th of December, 1987. Bihar, which would be economical and beneficial in the interest of the Corporation. 20A. On a persual of Annexure E, we find that the Board of Directors had taken a decision to terminate the service of the petitioner in the 59th meeting, which took place on the 4th and the 5th of December, 1987. Keeping in view the financial condition of the Corporation and its interest, the Beard decided to appoint a retired Senior Accounts Officer from the office of the Accountant General, Bihar, on contract basis. On a plain reading of Annexure 9, independent of other connected documents, it may give an apparent impression that the appointment of the petitioner in the Corporation was for a minimum period of five years, but the correct picture emerges only after reading Annexure 9 with the requisition (Annexure 4) sent by the Corporation to the Bureau and Annexure 'E'. A close scrutiny of Annexures 4, 9 and Annexure E leads to the irresistible conclusion that the petitioner was appointed by the Corporation on contract basis for a period of five years only. Therefore, after expiry of the said period, the respondent-Corporation was not legally obliged to allow the petitioner to continue in service and to hold the post of the Financial Advisor-cum-Chief Accounts Officer. 21. As mentioned above, Mr. Jha also assailed the decision of termination of service of the petitioner on the ground of violation of principle of natural justice. In order to substantiate this contention, two-fold argument was advanced. First it was contended that the impugned order was bad, as respdt. no. 5 had also participated in the meeting of the Board of Directors, who had personal bias against the petitioner. In support of this contention, learned counsel for the petitioner tried to draw support from the case of Mahesh Chandra Jha vs. State of Bihar and others 1989 P.L.J.R. 275), in which an order of transfer of a selection grade clerk from the office of the District Superintendent of Education, Godda, to the office of the Sub-Divisional Education Officer, Pakur, was under challenge on the ground that one of the respondents, who had participated in the meeting of the Divisional Establishment Committee, was not competent to become a member of the said Committee. That order was passed by the Divisional Establishment Committee, which is a statutory body consisting of the concerned Regional Deputy Director of Education, Member of the Training College at1d three senior-most District Education Officers of the Division. The allegation was made in that case that the acting Sub-Divisional Education Officer, Sahebganj, did not fulfil the requirement of being a member of the aforesaid Divisional Establishment Committee as he was not one of the three senior-most District Education Officers of the Division. It was found that the said Sub-Divisional Education Officer was not even temporarily promoted to the post of the District Education Officer. In absence of regular District Education Officer, he was merely authorised to perform the duties of the District Education Officer. The allegation of malafide made against the said Sub-Divisional Education Officer was not controverted, In that case, it has been held that it is a well-settled principle of law that if an authority who takes part in deliberation of a meeting to which he is not entitled to by reason of the provisions of any statute or any statutory instrument, the decision taken in such a meeting is vitiated in law. 22. The other case, relied upon on behalf of the petitioner, is Dr. Santosh Kumar Dash and another vs. the State of Orissa and others (1986 Lab. I.C. 64). In that case, challenge was with regard to constitution of a Selection Board for selecting eligible candidates for appointment to the posts of Junior Teachers in Homoeopathy College, Bhubneshwar. It appears that the State Government of Orissa had framed a set of rules in exercise of the power conferred under Article 309 of the Constitution of India regulating the appointment and promotion to the teaching posts in Homoeopathic Medical Teaching Service (Method of Recruitment and Conditions of Service) Rules, 1980. Under Rule 5(1) of the said Rules, there was provision for constituting a Selection Board. It was found that the Director of Indian Medicines and Homoeopathy had no authority to constitute a Selection Board of his own in violation of Rule 5(1) of the Rules. It has been observed that when the statutory rule requires a Selection Board to be constituted in a particular way, no other authority can constitute the Selection Board in a different way. It has been observed that when the statutory rule requires a Selection Board to be constituted in a particular way, no other authority can constitute the Selection Board in a different way. Neither the Government nor an officer of the Government can change the mode of constitution of the Selection Board by an executive order. 23. Before consideration of the legal aspect of the said argument, it may be useful, first, to look to the factual aspect regarding the allegation of malafide made against respondent no. 5. As stated in the writ petition, respondent no. 5. had made a request to the Corporation to pay a sum of Rs. 20.000/- as advance for fighting a case. The petitioner, in reply, asked the said respondent to furnish details of the case and also a copy of the petition filed before the High Court and the Supreme Court, but he (respondent no. 5) did not supply the required information. It was urged that respondent no. S under wrong impression that he was legally entitled to get money to fight a case, requested the Corporation to pay the said amount as advance. After receipt of the reply from the petitioner and having realised technical difficulty in it, he did not pursue the matter further. The petitioner did not allege in his petition that after receipt of his reply, respondent no. 5 tried to persuade him or to influence him to favour him by making payment. It. was submitted that on the said facts, the allegation of malafide was not established. We find considerable substance in this argument. 23A. In the instant case, learned counsel for the petitioner could not point out any statutory provision or any order/instruction having the force of law, fixing qualification of the Members of the Board of Directors of the Corporation. Besides this, nothing was brought to our notice to show that respondent no. 5 was incompetent to be a Member of the Board of Directors of the Corporation, as was found in the said two cases cited on behalf of the petitioner. It may be pointed out that unlike this case, the allegation of malafide was not denied in the case of Mahesh Chandra Jha (supra). In this case, respondent no. 5 has categorically denied the allegation of malafide. The material produced on behalf of the petitioner to establish the allegation of mala fide against respondent no. It may be pointed out that unlike this case, the allegation of malafide was not denied in the case of Mahesh Chandra Jha (supra). In this case, respondent no. 5 has categorically denied the allegation of malafide. The material produced on behalf of the petitioner to establish the allegation of mala fide against respondent no. 5, is too scanty to warrant an inference that respondent no. 5 had any bias against him. So, in our view, these decisions are not of any aid to the petitioner. 24. The cases of Central Inland Water Transport Corporation Ltd. and another vs. Brojo Nath Ganguly and another (A.I.R. 1986 S.C.1571), Jarnail Singh and others etc. v. State of Punjab and others (A.I.R. 1986 S.C. 1626), K.I. Shephard and others etc. etc: v. Union of India and others (A.I. R. 1988 S.C. 686) and the Governing Body, St. Anthony's College, shillong and ors. v. Rev. Fr. Paul Petta of Shillong East Khasi Hills (A.I.R. 1988 S. C. 2005) were cited at the Bar in support of the proposition that the order of termination of service of the petitioner was void being violative of the principle of natural justice, as he was not given any opportunity of hearing before the said decision was taken by the Board of Directors of the Corporation. 25. It may be useful to notice some relevant facts of the case of Central Inland Water Transport Corporation Ltd. (Supra). In that case, two of the contesting respondents were initially in the service of Rivers Steam Navigation Company Limited. A Scheme of Arrangement was entered into between the said Company and the Central Inland Water Transport Corporation Limited. The Calcutta High Court approved the said Scheme of Arrangement and ordered the closure of the said Company. Under the new Scheme of Arrangement, the services of the said respondents were taken over by the Corporation. The service condition of the employees of the Corporation was governed by the Central Inland Water Transport Corporation Ltd. Service Discipline and Appeal Rules. Under Rule 9 of the said Rules, provision was made for termination of employment for acts other than misdemeanour. Rule 9(i) of the said Rules provides thus : "9(i) The employment of a permanent employee shall be subject to termination on three months' notice on either side. Under Rule 9 of the said Rules, provision was made for termination of employment for acts other than misdemeanour. Rule 9(i) of the said Rules provides thus : "9(i) The employment of a permanent employee shall be subject to termination on three months' notice on either side. The Company may pay the equivalent of three months' basic pay and dearness allowance, if any in lieu of notice or may deduct a like amount when the employee has failed to give due notice." The question for determination was framed as mentioned herein below :- (i) Whether an unconscionable term in a contract of employment is void under section 23 of the Indian Contract Act. 1872, as being opposed to public policy ? 26. On fact, it was found by the Supreme Court that under the said Scheme, if the services of the two respondents had not been taken over, they would have been only entitled to compensation payable to them either under the Industrial Disputes Act, 1947 or otherwise admissible by the said Company. Under Rule 10 of the said Rules, the said respondents were to retire from service of the Corporation on completion of the age of fiftyeight years. The main question for consideration was whether Rule 9 (i) was opposed to public policy and wholly unconscionable? It was contended on behalf of the Corporation (Appellant) that there was nothing unconscionable about Rule 9(i), for it was supported by mutuality; inasmuch as it conferred an equal right upon both the parties to terminate the employment. On behalf of the respondents, on the other hand, it was submitted that the parties did not stand on equal footing and did enjoy the same bargaining power. According to the respondents, the power conferred by Rule 9(i) was arbitrary and uncanalsed as it did not set out any guideline for exercise of the power. Different provisions of the Indian Contract Act and a number of earlier decisions of the Supreme Court well as some English cases taken into consideration in the said case. It has been held that clause such as Rule 9(i) in a contract of employment affecting large sections of the public is harmful and injurious to the public interest for it tends to create a sense of insecurity in the minds of those to whom it applies and consequently it is against public good. It has been held that clause such as Rule 9(i) in a contract of employment affecting large sections of the public is harmful and injurious to the public interest for it tends to create a sense of insecurity in the minds of those to whom it applies and consequently it is against public good. Such a clause, therefore, is opposed to public policy and being opposed to public policy, it is void under section 23 of the Indian Contract Act. It has been further observed that the said respondents had no choice but to accept the said rules as part of their contract of employment. There is gross disparity between the Corporation and its employees, whether they be workmen or officers. The Corporation can afford to dispense with the service of an officer. It has been entered into between parties between whom there is gross inequality of bargaining power. Their Lordships quoted with approval the principle laid down in the case of Tulsiram Patel (A.I.R. 1985 SC 1416) and concluded that Rule 9(i) was both arbitrary, unreasonable and it ignored the principle of audi alteram partem and violated Article 14 of he Constitution. 27. Now, it has to be seen whether in the instant case, the terms of appointment of the petitioner contained any such cause, which can be held to be unconscionable as being opposed to public policy? In the ease before the Supreme Curt, the two respondents were serving the Company and their services were taken over under the Scheme of Arrangement entered into between the said Company and the Corporation. It has been notice that there was no choice for the said two respondents, but to accept the term, In the instant case, the petitioner was serving in a private company at Calcutta. He had a detailed discussion with regard to the terms of his appointment with the Managing Director of the Corporation. He did join the Corporation as Financial Advisor under compulsion or under any compelling circumstance. Even after the receipt of the appointment letter, he sought clarification and one of the terms of appointment was modified according to his choice. So, there was no occasion of an unconscionable bargain, which was brought about by economic duress between the parties. In the circumstances of this case, there was no un-equality of bargaining power. Even after the receipt of the appointment letter, he sought clarification and one of the terms of appointment was modified according to his choice. So, there was no occasion of an unconscionable bargain, which was brought about by economic duress between the parties. In the circumstances of this case, there was no un-equality of bargaining power. So, the maxim spelt out by the Supreme Court in the aforesaid case is not applicable to the facts of this case. 28. As regards the case of Jarnail Singh (Supra), allegation of serious misconduct was made against the petitioners of that case. It appears that the adverse en tries in their Service Records were also taken into consideration by the Departmental Selection Committee and the order was passed without giving them an opportunity of hearing and without following the procedure as provided under Article 311 (2) of the Constitution. It was contended before the Supreme Court that though the order of termination was couched in' innocuous terms, but the petitioners were removed from service on the basis of some allegation made against them. Submission was made that the Court in such a case should lift the veil to see whether the order was made on the ground of misconduct and inefficiency. As has been noticed above, in the instant case the decision to terminate the services of the petitioner was taken in the 59th meeting of the Board of Directors' of the Corporation. The minutes of the said meeting does not disclose even faintly that the Board decided to dispense with the services of the petitioner on account of his inefficiency or misconduct. Keeping in view the economic condition of the Corporation, the Board be Directors decided to dispense with the services of the petitioner for the benefit of the Corporation. As the petitioner, according to Annexure-B, was not rem0ved on the ground of any misconduct or inefficiency, in our view, there was no occasion for the Corporation or the Board to afford him a chance of hearing. 29. In the case of K. I. Shephard (Supra), under the provisions of section 45 of the Banking Regulation Act (10of 1949), some Banks were amalgamated under a statutory, scheme. Pursuant to the said Scheme, some were excluded and their services were not taken over by the respective transferee Bank. 29. In the case of K. I. Shephard (Supra), under the provisions of section 45 of the Banking Regulation Act (10of 1949), some Banks were amalgamated under a statutory, scheme. Pursuant to the said Scheme, some were excluded and their services were not taken over by the respective transferee Bank. On behalf of the excluded employees, a contention was raised before the Supreme Court that having served their respective Bank for a pretty long time, they should not have been thrown out of the employment without giving any chance of hearing. It was held that even when a State agency acts administratively, rules of natural justice would apply. Natural justice, generally, requires that persons liable to be directly affected by proposed administrative acts, decisions or proceedings be given adequate notice of what is proposed to be done so that they may be in a position to make representations or to appear at the hearing. It has further been observed that natural justice has various facets and acting fairly is one of them. The facts and circumstances of that case are different from the instant case. Apart from this, appointment of the petitioner was made for a specified period. Thus, it was well within his knowledge that after expiry of the period, the option was or the, employer either to allow him to continue in service or to part with it. So, there was hardly any occasion to offer him an opportunity to justify his claim to continue in employment of the Corporation. 30. The petitioner in the case reported in (A. I. R. 1988 S. C. 2005) was the Governing Body of St. Anthony's College with others. It was a religious minority institution under Article 30 of the Constitution of India and was receiving deficit-grants-in-aid. The said scheme was introduced by the State Government of Assam. The respondent of that case was appointed as the Principal of the said College by Salesian Provincial on recommendation of the Governing Body of the College. The Director of Public Instruction accorded approval to his appointment according to the procedure laid down by the State Government. While working as Principal, difference arose between the said respondent and the Church authorities regarding management of the College. The Director of Public Instruction accorded approval to his appointment according to the procedure laid down by the State Government. While working as Principal, difference arose between the said respondent and the Church authorities regarding management of the College. The President of the Governing Body of the College and Salesian Provincial transferred the said respondent from the post of Principal of the College to Don Bosco Technical School as a teacher. It was contended on behalf of the said respondent that he was appointed as the Principal of the said College by the Governing Body of the College with approval of the D. P. I. and so the Governing Body with the approval of the D. P. I. could transfer him under the statutory rule. It was also urged that he had acquired a statutory right to hold the post of Principal till the attainment of the age of superannuation. According to the said respondent, the purported under of transfer tantamounts to removal of the, respondent from the, post of Principal and the said order being issued without recording any reason and without giving any opportunity to, show cause to him was arbitrary, illegal, malafide and violative of the principle of natural justice. The, said respondent filed a title suit with, a prayer for injunction. Before the matter or injunction could be taken up for hearing the new incumbent took over charge as the Principal of the said College. Thereafter he filed a writ before the High Court, which was disposed of with a direction to the Governing Body to give an opportunity of hearing to the said respondent. The Governing Body moved the Supreme Court against the order passed by the High Court. The Supreme Court has observed that so far as the order of transfer of the respondent from the post of Principal of the College to the post of Teacher of- Don Bosco Technical School, which is situated in another State, the respondent has a right to make a complaint against it; It has further been observed that since the respondent has not been given any opportunity of hearing against the order of transfer outside the. State, which seriously affected his status, the High Court rightly directed the Governing Body of the College to give the respondent an opportunity to show cause against the impugned order of transfer and to give him a hearing and decide the transfer matter in accordance with law. In the said case, the respondent, after his appointment as Principal, in normal course, was to continue in service till the attainment of the age of superannuation. He was transferred to the post of a teacher, which affected his status and that, too, outside, the State. So, it was held that the order of transfer was passed in violation of the principle of natural justice. In the instant case, according to the terms of the appointment, the petitioner- was employed for a filed period of five, years. His service was purely temporary. According to the term of appointment, option was given to the either party for termination of service after giving due notice. So, in a case like this, the principle of natural justice has no application. 31. Learned counsel for the petitioner also relied upon the case of K. C. Joshi Vrs. Union of India (A. I. R. 1985 Supreme Court 1046). The petitioner of the said Case was initially appointed as Store Keeper in the year 1962 in the Oil and Natural Gas Commission. He was selected in open competition arid was appointed as Store Keeper in December, 1963. On completion of six months' satisfactory probation period, he was informed in the month of January, 1965, that he-would continue in service until further orders. A charter of demand was submitted by the Union of the, Employees to the Management which was followed by a notice of threatening for direct action. The employees of the said Commission wept on strike, which was called off after few weeks. The Management got information that the petitioner was an active worker of the Union. The Union had submitted a list of workmen to the Commission with a request to give them, status of a protected workmen as required under section 33(4) of the Industrial Disputes Act, 1947 (hereinafter referred to as 'the Act') and name of the petitioner was placed at serial no. 2. The Commission terminated the service of the petitioner in the month of December, 1967. 2. The Commission terminated the service of the petitioner in the month of December, 1967. A writ petition filed by the petitioner before the High Court was dismissed and, thereafter, the matter was taken to the Supreme Court., It was noticed that the petitioner was allowed to continue in service on regular basis until further order on completion of probationary period and was a protected workman under section 33(4) of the Act. He was removed from service on the ground of his unsatisfactory work and unsuitability for the job. In this background, it was held that the charge of unsuitability was either cooked up or conjured for a collateral purpose for doing away with the service of an active Trade Union worker, who had become an eyesore because of his active participation in the Trade Union work. So; the order of termination of the service of the petitioner was held to be, illegal, invalid and unjustified. It needs no elaboration that the observation of the Supreme Court regarding violation of principle of natural justice in that case was absolutely in a different circumstance and the facts of that case were also not identical to the facts of the instant case. So, this decision does not help the petitioner. 32. We would like to refer to the case of Satyavir Singh and others Vrs. Union of India and others (A. I. R. 1986 Supreme Court 555). which is an illuminating Judgment on contractual-service. There is elaborate discussion regarding principle of natural justice in this case. It has been• observed that the principle of natural justice consists' primarily of two main rules, namely, "nemo judex in causa sua (no man shall be judge in his own cause) and "audi alteram partem" (bear the other side). It has further been held that it is well-settled that the principles of natural justice yield to and change with the exigencies of different situations and do not apply in the same manner to situations which are not alike. They are neither cast in a rigid mould nor can they be put in a legal strait-jacket. They are not immutable but flexible and can be adopted, modified or excluded by statute and statutory rules as also by the constitution of the tribunal, which has to decide a particular matter and the rules by which such tribunal is governed. 33. They are neither cast in a rigid mould nor can they be put in a legal strait-jacket. They are not immutable but flexible and can be adopted, modified or excluded by statute and statutory rules as also by the constitution of the tribunal, which has to decide a particular matter and the rules by which such tribunal is governed. 33. From what has been observed by the Supreme Court, it is manifest that the principal of natural justice cannot be applied in a mechanical way to each case. As it has already been held that the appointment of the petitioner was on contract basis for a fixed period, the termination of his service after expiry of tile period of contract cannot be said to be' in violation of the principle of natural justice. 34. Having given our anxious thought to different aspects of the questions raised by the parties, in our concluded opinion, the petitioner has failed to establish the charge of malafide against respondent no. 5. It has already been held that the decision to terminate the service of the petitioner was taken before respondent no. 5 took over charge of the office of the Managing Director of the Corporation. So, even if he bad any prejudice, the decision taken by the Board of Directors of the Corporation was not at all affected by the alleged basis of respondent no. 5. No statutory provision was brought to the notice of the Court to show that, the constitution of the Board of Directors which took decision to terminate the services of the petitioner, was not in accordance with law. 35. It is worthwhile to mention, even at the cost of repetition, that the decision to terminate the services of the petitioner was taken by the Board of Directors of the Corporation in the 59th meeting, which was held in the first week of December, 1987. It has categorically been stated on behalf of the respondents that a meeting of the officers of the Corporation, r resided over by the• Chairman, was held on 26.5.1988. In the said meeting, the matter regarding maintenance of accounts and audit was reviewed in presence of the petitioner. The petitioner had assured in specific terms that the, accounts would be made up-to-date within eight weeks, failing which, he would resign. In the said meeting, the matter regarding maintenance of accounts and audit was reviewed in presence of the petitioner. The petitioner had assured in specific terms that the, accounts would be made up-to-date within eight weeks, failing which, he would resign. This fact is amply supported by Annexure F. The said statement was not denied on behalf of the petitioner. It appears that even after the decision of the Board of Directors to terminate the services of the petitioner, he was given a chance to set right the matter of accounts and audit of the Corporation and make it up-to-date, but be failed to do so. The said facts were noticed in the 62nd meeting of the Board of Directors and the decision taker, earlier in the 59th meeting to terminate the service of the petitioner was reiterated. In this background, the Board of Directors took notice of the f aid facts in the 62nd meeting to execute the decision taken in the 59th meeting, as the service of the petitioner was no longer beneficial for the Corporation. According to the principle laid down in the case of Jarnail Singh (Supra), we tried to analyse the whole situation by peeping into the backdrop of the order of termination of the service of the petitioner, but find that he was not removed from service on the ground of his inefficiency or in-competency and the said order does not cast any stigma on him. The actual decision of terminating the services of the petitioner was taken in the 59th meeting; a little before completion of his five years' service in the Corporation and the resolution, passed in the 62nd meeting, was only a follow-up action. 36. In view of the foregoing discussion we find no merit in this writ application and, accordingly, it is dismissed in limine.