JUDGMENT Om Prakash, J. 1. The petitioner, a share holder of the U. P. Financial Corporation, respondent no. 1 has been fighting relentlessly against respondents labouring under the impression, albeit erroneous, that his legal right has been encroached by respondent no. 2, a senior bureaucrat, who is the erstwhile Managing Director of the U. P. State industrial Development Corporation Kanpur (for short, the UPSIDC) and is presently posted as Commissioner of Kanpur Division. 2. Section 4 (3) of the State Financial Corporation Act, 1951 (briefly, the Act) enumerates the parties among whom the shares of the U. P. Financial Corporation (respondent no. 1) may be distributed. The parties under clauses (a) (b) and (ba) to section 4 (3) are the State Government, the Reserve Bank of India and the Development Bank respectively. Section 4 (3) clauses (c) and (d) of the Act which are important for the purposes of this case, run as follows : "..................................................................................................... (c) scheduled banks, Insurance companies (including the Life Insurance Corporation of India established under section 3 of the Life Insurance Corporation Act, 1956 Act No. 31 of 1956), investment trusts, cooperative Banks, other financial institutions or such other Institutions as the Central Government may notify in this behalf in the Official Gazette and; (d) parties other than those referred to in clauses (a), (b) and (c)." Under section 4 (3) of the Act, the. State Government shall with the approval of the Central Government, determine the number of shares which may respectively be distributed among the aforesaid parties. The claim of the petitioner is that he falls under section 4 (3) (d), which is a residuary category of share holders Under section 10 of the Act pertaining to the constitution of the Board of Directors,, each category of share holders falling under section 4 (3) clauses (a), (b), (ba), (c) and (d), is represented by a fixed number of directors as specified therein. The Board of directors shall consist of four directors nominated by the State, Government, one director nominated by the Reserve Bank of India and two directors nominated by the Development Bank. The Board of directors shall consist of four directors nominated by the State, Government, one director nominated by the Reserve Bank of India and two directors nominated by the Development Bank. Apart from the nominated directors, the Board of Directors shall consist of three directors elected by the parties referred to in clause (c) of section 4 (3) and one director elected from amongst themselves by the parties referred to in clause (d) of section 4 (3) as stated in clauses (d) of providing better understanding of the case are re-produced below :- Section 10 (d) three directors elected In the prescribed manner from among themselves by the parties referred to in clause (c) of sub-section (3) of section 4 one of whom shall be elected to represent scheduled banks, another to represent Co-operative banks and the third to represent the remaining financial institutions ; (e) one director elected in the prescribed manner from among themselves by the parties referred to in clause (d) of sub-section (3) of section 4 who are share holders of the Financial Corporation;" 3. Respondent no. 2 being the Managing Director of the UPSIDC (respondent no 3) was earlier elected as one of the directors of the U. P. Financial Corporation (for brevity sake 'Corporation)' and his nomination was not called in question then. Pursuant to notice dated 4th July, 1991 the petitioner claims to have filed his nomination on 14-7-1991 being a share holder in the residuary category under section 4 (3) (d) of the Act for being elected as one of the directors of the Corporation. To his surprise, the petitioner discovered that respondent no. 2 also filed his nomination to be elected as one of the Directors of the Corporation from the same category representing the UPSIDC which; according to the former, is a financial institution falling under section 4 (3) (c). It is averred that nomination representing the share holders falling under section 4 (3) (c), could not have been filed by respondent no. 2 under section 4 (3) (d) but only under section 4 (3) (c). Respondent no. 2 was declared elected on 29-7-1991 for four years as one of the directors representing the UPSIDC which was treated to be a share-holder falling under section 4 (3) (d). The contention of the petitioner is that respondent no. 2 under section 4 (3) (d) but only under section 4 (3) (c). Respondent no. 2 was declared elected on 29-7-1991 for four years as one of the directors representing the UPSIDC which was treated to be a share-holder falling under section 4 (3) (d). The contention of the petitioner is that respondent no. 2 could have been elected only under section 10 (d) to represent the UPSIDC which is a financial Institution within the meaning of section 4 (3) (c) but not under section 10 (e), where under one director representing the share holders failing in the residuary category under section 4 (3) (d), could be elected. 4. The nomination election of respondent no. 2 representing the UPSIDC which was treated to be a share holder under section 4 (3) (d) of the Act by respondent no. 1 was challenged by the petitioner before respondent no. 4 who by the impugned order dated 27-2-1992 (Annexure no 22 to the petition) rejected the application/objection of the petitioner challenging the nomination/election of respondent no. 2. It is this order which is sought to be quashed by the petitions. Also the petitioner claims that a writ of madamus be issued directing the respondent no. 2 not be continue to function as a director of the Corporation. The contention of the petitioner is that he and respondent no. 2 only filed nominations from the residuary category under section 4 (3) (d) and that election of respondent no. 2 being invalid under section 10 (e) read with section 4 (3) (d), the petitioner be declared elected in place of respondent no. 2 as a director of the Board. The contention of the petitioner has been denied by respondents. It is averred In the counter-affidavit filed on behalf of the Corporation that the UPSIDO is not a financial Institution and even If that Is assumed to be so the same is not notified by the Central Government to the1 Official Gazette as envisaged by section 4 (3) (c) and, therefore, the UPSIDC still falls only under the residuary clause (d) of section 4 (3) of the Act and therefore, respondent no 2 rightly filed his nomination in that category. It is further averred that the UPSIDC being a corporate body is free to file nomination of any individual and, therefore, it was not necessary for respondent no. It is further averred that the UPSIDC being a corporate body is free to file nomination of any individual and, therefore, it was not necessary for respondent no. 2 to be a share holder himself as contended by the petitioner. 5. The questions for consideration are (1) whether the UPSIDG is a financial institution within the meaning of section 4 (3) (c) of the Act? (2) Whether only notified financial institutions are covered by section 4 (3) (c) (3) whether the UPSIDC belongs to the category of 'such other institution as the Central Government may notify in the Official Gazette" under section 4 (3) (c), and if so, whether respondent no 2 was right in having filed his nomination from the residuary category of share holders under section 4 (3) (d). as the UPSIDG was not so notified by the Central Government under section 4 (3) (c) and C4) whether the UPSIDC represented by respondent no. 2 falls under section 4 (3) (d). 6. The expression "financial institution" has not been defined under the Act. Adverting to clause (c) to Explanation II in section 45-1, Chapter III-B of the Reserve Bank of India Act, 1934 (abbreviated as 1934 Act) which defines the expression "financial institution", Sri Murlidhar, learned counsel for the petitioner submits that to find out correct meaning of the expression "financial institution", provisions of a cognate Act defining the term "financial institution" occurring in section 4 (3) (c) of the Act can be taken into aid. Ordinarily meaning of a particular expression has to be gathered from the provisions and the context of the Act in which that expression has occurred, but no legal objection can possibly be taken to a cognate Act in which that expression has not been used differently. No doubt the State Financial Corporations Act (Act No. 63 of 1951) is one of the cognate Acts of 1934 Act There is nothing, prima facie, to show that the expression "financial institution" defined in clause (c) Explanation II to section 45-1 Chapter III B of the 1934 Act is contextually different from that which is occurring in section 4 (3) (c) of the Act. That being so, the definition of the expression "financial institution" as given in section 45-1 Chapter III-B clause (c) Explanation II can be taken into aid as contended by Sri Murlidhar. That being so, the definition of the expression "financial institution" as given in section 45-1 Chapter III-B clause (c) Explanation II can be taken into aid as contended by Sri Murlidhar. The question then is whether the petitioner's contentions is buttressed by such definition? Section 45-1 Explanation II clause (c) in Chapter III-B of 1934 Act says that the "financial institution" means any non-banking institution which carries on its business or part of its business in any of the activities enumerated in sub- clauses (i) to (vi). Section 45-1-Explanation II clause (c) carves out exceptions which, in so far as material, read thus : Clause (c); "Financial Institution" means any non- banking institution which carries on as its business or part of its business any of the following activities, namely :- but does not include any institution which-, (i) is an industrial concern as defined in clause (c) of section 2 of the Industrial Development Bank of India Act, 1964, or (ii) carries on its principal business (a) agricultural operation; or (b) purchase or sale of any goods (other than security) or the providing of any services ; or (c) the purchase, construction or sale of immovable property, so, however, that no portion of the income of the institution is derived from the financing of purchases, constructions or sales of immovable property ; by other persons." From the aforesaid sub-clause (i), it is amply clear that the financial Institution does not include any industrial concern as defined in clause (c) of section 2 of the Industrial Development Bank of India, 1964. Section 2 clause (c) sub-clause (ix) as amended by the Industrial Development Bank of India (Amendment) Act, 1986 (Act No. 5 of 1986) defines the expression "Industrial Concern" as follows: Section 2 (c)j "Industrial Concern" means any concern engaged or to be engaged in :- (ix) setting up of, or development of an industrial area or an industrial estate." 7. Indisputably, the UPSIDC has been established for setting up or for development of industrial area or industrial estate and, therefore, is an Industrial concern within the meaning of section 2 (c) (ix) of the Industrial Development Bank of India Act, 1964. Indisputably, the UPSIDC has been established for setting up or for development of industrial area or industrial estate and, therefore, is an Industrial concern within the meaning of section 2 (c) (ix) of the Industrial Development Bank of India Act, 1964. The UPSIDC being an industrial concern falls within the exception carved out by sub-clause (1) to section 45-1, Explanation II clause (c) (vi) in Chapter III-B of 1934 Act and, therefore, that cannot be said to be a financial institution within the meaning of section 4 (3) (c) of the Act, as contended by the counsel for the UPSIDC. 8. The UPSIDC having come under first exception carved out by sub-clause (i) to section 45-1, Explanation II clause (c) in Chapter III-B of 1934 Act, there is no need for us to refer to the second exception as stated in sub- clause (11) which is alternate and not commutative. We are of the view that Sri Murlidhar misemphasised on the expression "financial institution" as contained in section 45 1, Explanation II clause (c) in Chapter III B of 1934 Act, because that does of lend any support to the case of the petitioner rather sub clause (i) to section 45 1 Explanation II clause (c) (vi) in Chapter III-B of 1934 Act. read with section 2 (c) (ix) of the Industrial Development Bank of India Act. 1964 excludes the UPSIDC from the definition of "financial institution." Then Sri Murlidhar adverting to para 3 in the Memorandum of Association of the UPSIDC urges that one of the objects of the UPSIDC is to aid, assist and finance any industrial undertaking project or enterprise whether owned or run by Government, statutory body, private company firm or individual, with capital, credit means or resources for prosecution of its work and business, and. therefore, the UPSIDC is nothing but a financial institution The UPSIDC not being covered by the definition of financial institution as given in the cognate Act as aforesaid, cannot be held to be a financial institution but one of the objects of the UPSIDC being to aid, assist and finance any industrial undertaking, project or enterprise as set out in the Memorandum of Association of the UPSIDC, it can at best be argued that it falls within the expression "or such other institution" occurring in section 4 (3) (c) of the Act. But the petitioner can take advantage of this expression only when the UPSIDC is duly notified by the Central Government in the Official Gazette which is a sine qua non to such expression in section 4 (3) (c), Admittedly the UPSIDC is not so notified by the Central Government and, therefore, it will not at all fall under cation 4 (3) (c) of the Act. 9. There was a good deal of controversy at the time of the arguments that the condition of being notified by the Central Government in the Official Gazette is not only necessary for other institutions but also for other financial institutions, under section 4 (3) (c). The submission of Sri Murlidhar is that the qualifying clause running as the Central Government may notify in this behalf in the Official Gazette" governs only the expression "such other Institutions" under section 4 (3) (c), On the other hand, the submission of Sri Sudhir Chandra, learned counsel for the Corporation is that section 4 (3) (c) was amended by Act No 43 of 1985 and then for the words "or other financial institutions." the words, "other financial institutions or such other institutions as the Central Government may notify in this behalf In the Official Gazette "were substituted. The submissio of Sri Sudhir Chandra is that the comma suffixed to the words or other financial institutions" in the principal Act, has been omitted after amendment and the words," other financial institution or such other institutions" are put in juxtaposition preceding the qualifying clause and, therefore, it should be held that the qualifying clause governs the entire expression, "other financial institutions or such other institutions." occurring in section 4 (3) (c) after amendment. In short, his argument is that if there were a comma as a suffix to the words "other financial institutions, after amendment then it may be argued that the qualifying clause does not govern the entire expression but only the words" or such other institutions" occurring in section 4 (3) (c) of the Act after amendment It is submitted by Sri Murlidhar that the underlying idea of the amendment made by Act No. 43 of 1985 under section 4 (3) (c) is to bring non-financial institution as notified by the Central Government within the ambit of section 4 (3) (c) which before amendment referred only to the financial institutions and as financial institutions were not required to be notified before the amendment, the same position would obtain for them even after amendment. He submits that history invariably furnishes the most credible clue to the construction of the statutory words. The question for consideration is whether the qualifying clause running as ''as the Central Government may notify in this behalf in the Official Gazette" occurring in section 4 (3) (c) will govern only the words ''other financial institutions" or the whole expression" other financial institutions or such other institutions". The cardinal principle of interpretation is that the words used in a Statute should firstly be Interpreted giving them ordinary meaning without straining the language and on grammatical construction. Much emphasis has been laid by Sri Sudhir Chandra that before amendment the words" or other financial institutions." were followed by a comma which after amendment has been omitted, and, therefore, the entire expression" other financial Institution or such other institution" stands Integrated and. therefore, that as a whole will be governed by the qualifying clause We do not see any force in this arguments. Prior to amendment, clause (c) of sub-section (3) of section 4 ended with the words "or other financial institutions, and" and was followed by clause (d) constituting absolutely a separate class of share holders. When the parties entitled to hold shares under clauses (c) and (d) are absolutely different and independent of each other, it is grammatically necessary to put a comma at the end of clause (c). This Is why clause (d) was followed by comma before amendment and Is followed by comma even after amendment. When the parties entitled to hold shares under clauses (c) and (d) are absolutely different and independent of each other, it is grammatically necessary to put a comma at the end of clause (c). This Is why clause (d) was followed by comma before amendment and Is followed by comma even after amendment. The only chage that has been made is that the comma which was suffixed to the words "or other financial institution" prior to amendment has been suffixed to the qualifying clause which is at the end of clause (c) of sub-section (3) of section 4 after amendment. So the reason for omitting the comma after the words "or other financial institutions" after the amendment is that some mora words were added including qualifying clause in section (c) and grammatically, comma was put at the end of clause (c) after amendment. No inference can be drawn from the omission of comma suffixed to the words "or other financial institutions" prior to amendment. that it was so don so that the qualifying clause might apply to the whole expression "other financial institutions or such other institutions" occurring in section 4 (3) (c). It is to be noted that disjunction "or" was prefixed to the words "other financial institutions." prior to amendment and that was now been shifted and prefixed to the words" such other institutions. "A class of share holders, namely, other financial institutions" was separate from other parties as stated in clause (c) of sub- section (3) of section 4 and prior to amendment this clause was separated by disjunction "or", but after amendment this clause has been separated by comma and newly added party namely "such other institutions" has been separated by disjunction "or" in clause (c) of section 4 (3). We are, therefore, of the view that the qualifying clause governs only the words "or such other institutions" and not the whole expression" other "financial institutions or such other institutions" In section 4 (3) (c). 10. Sri Sudbir Chandra to support his submissions that comma after the words "or other financial institutions" has tot been omitted on account of grammatical necessity but for the special purpose that qualifying clause may govern the entire expression "other financial institutions or such other institutions", relied on State of Bombay v. R.M.D. Chamar Baughawala, AIR 1957 SC 699 . 10. Sri Sudbir Chandra to support his submissions that comma after the words "or other financial institutions" has tot been omitted on account of grammatical necessity but for the special purpose that qualifying clause may govern the entire expression "other financial institutions or such other institutions", relied on State of Bombay v. R.M.D. Chamar Baughawala, AIR 1957 SC 699 . In this case the Supreme Court was beset with a different problem. The Bombay Lotteries and Prize Competition Control and Tax Act, 1948 was amended in 1952 by Act No. 30 of 1952 and then section 2 (i) (b) of the Act, 1948 was amended as follows : "Prize Competition" includes- (i) (1) cross-word prize competition, (2) missing word prize competition ; (3) picture prize competition ; (4) number prize competition ; or (5) any other prize competition, for which the solution is or is not prepared beforehand by the promoters or for which the solution is determined by lot or chance ; " The question before the Supreme Court was whether the qualifying clause appearing in item no 5, governs only item no. 5 or all the items (1) to (5). Since the fifth item "any other prize competition" was followed by comma, the Supreme Court grammatically construed that the qualifying clause continued to apply to each of the five items as it did before the amendment. The Supreme Court stated at the end of para 19 on page 708 that "there is grammatically no difficulty in reading the qualifying clause as lending colur to each of those items." In amended section 2 (i) (d) of the Act, 1948, comma continued to be suffixed after five items each and that factual position is clearly different from the instant case. Therefore, this authority appears to be misplaced by SRI Sudhir Chandra. Nothing turns upon the aforesaid discussion, inasmuch as we have already held that the UPSIDC is not a financial institution within the meaning of section 4 (3) (c). If it is not a financial institution then it is not necessary to consider whether the qualifying clause will govern the whole expression or part. 11. Before parting with the case, we would like to observe that the Corporation framed general regulations in exercise of the powers conferred by section 48 of the Act. If it is not a financial institution then it is not necessary to consider whether the qualifying clause will govern the whole expression or part. 11. Before parting with the case, we would like to observe that the Corporation framed general regulations in exercise of the powers conferred by section 48 of the Act. Regulation 5 (ii) states that the decision of the Board as to whether or not a person is entitled to be registered as a shareholder under clauses (c) and (d) of section 4 (3) of the Act shall be final. The list of share holders of the Corporation as on 14-3-1991 was filed before us during the arguments where from it is amply clear that the Corporation decided to register the UPSIDC as a share holder under section 4 (3) (d) of the Act at serial no. 89 and no objection was filed against such decision of the Corporation either by the petitioner or others and, therefore, the decision of the Board in this behalf has become final. 12. To sum up, the UPSIDC is not a financial institution within the meaning of section 4 (3) (c) of the Act, the qualifying clause in clause (c) of section 4 (3) does not govern the words "other financial institutions" and, therefore, a financial institution is not required to be notified in the Official Gazette by the Central Government and the UPSIDC having not been notified under section 4 (3) (c) in the category of ''other institutions'. will fall in residuary class under clause (d) of sub-section (3) of section 4. We, therefore, hold that no exception can be taken to the nomination filed by respondent no. 2 representing the UPSIDC, a corporate body who was a share holder under clause (d) of sub-section (3) of section 4 and to his being elected as one of the directors under section 10 (e) of the Act. 13. In the result, the petition fails and is dismissed. Petition dismissed.