JUDGMENT : P.K. Mohanty, J. - In the present writ application the Petitioners have prayed for a direction to the opp. parties 1 to 4 to take over the D. A. V. Bolani School to the management of the SAIL in accordance with the provisions of section 6 of the Bolani Ores Limited (Acquisition of Shares) and Miscellaneous Provisions Act, 1978 with effect from 1-1-1979 instead of 1-1-1991. 2. The brief facts, of the petitioners' case is that Bolani Ores Limited, a company registered, under the Companies Act, 1956 was established in the year 1957. The opp. party No. 1, Steel Authority of India' Ltd. was holding 50.5% of the share of the said Bolani Ores Limited, The Bolani Ores Limited in order to provide educational facilities for the children of its employees as an amenity, established an Upper Primary School at Bolani in the district of Keonjhar. .Since the company failed to manage the school properly and wanted upgradation of the school and to start an English Medium School, it decided to hand over the administration of the school and its upgradation to Dayananda Anglo Vedic College Trust, and Management Society (in short D. A. V. Society), A memorandum of agreement was execqted on 6-10-1972, a copy of which is Annexure-1 to the writ application. While the D. V. V. Society was in-charge of administration of the school in terms of the agreement (Annexure-1), the Bolani Ores Limited (Acquisition of Shares) and Miscellaneous Provisions Act, 1978 (hereinafter called 'the Acquisition Act') came into force. It is the case of the petitioners that in terms of the provisions of the Act, all the assets and liabilities of the company vested with the Steel Authorities of India on 1-1-1979, the appointed date. But even though the school was one of the undertaking of the Bolani Ores Limited, the Steel Authorities refused to amalgamate the school. The petitioners as well as other employees of the school approached the authorities to take over the school on the ground that in view of the specific provision in the Acquisition Act, the school should have stood transferred to the management of the SAIL authorities with effect from 1-1-1979. The SAIL authorities ultimately took over the management with effect from 1-1-1991. The SAIL authorities ultimately took over the management with effect from 1-1-1991. But however, the petitioners claim that in view of section 6 of the Acquisition Act the school ought to have been taken over/stood transferred with effect from 1-1-1979. 3. The opp. parties 1 to 4 have filed a comprehensive counter affidavit refuting and denying the claim of the petitioners, inter aha, on the ground that the school in question was never an undertaking of Bolani Ores, Limited, rather it was a private school managed by the D. A. V. Society, but some grants were being given by the company in terms of Anneicure-1. It is the further case of these opp. parties that the school in question was also under the control of the State Government and the State Government also was giving aid to some of its staff and ultimately permitted the school to be taken over by SAIL by letter dated 11-1-1991, a copy of which is Annexure-A/3 and thereafter the school was taken over on 4-2-91. It is their specific case that since the school in question was not an undertaking of the Bolani Ores Ltd. not it was under the direct management of the company, it was not taken over by SAIL on 1-1-1979 and it does not come within the scope and ambit of section 7 of the said Acquisition Act. 4. In view of the pleadings of the parties and their respective stand, the limited question that arises for consideration is as to whether the school, where the petitioners were working was being managed by the Bolani Ores Limited as on 1-1-1979, the appointed day on which the assets and liabilities of the company vested u/s 6 of the Bolani Ores Limited (Acquisition of Shares) and Miscellaneous Provisions Act, 1978 (hereinafter called 'the Acquisition Act') and if the company was managing the institution, then whether the school in question comes within the scope and ambit of sections 6 and 7 of the said Act. 5. Undisputedly the Upper Primary School was established and managed by the M/s. Bolani Ores Limited at Bolani in the district of Keonjhar and in terms of the agreement dated 6-10-1972, Annexure-1, the D. A. V. College Trust and Management Society took over admininistration of the school. 5. Undisputedly the Upper Primary School was established and managed by the M/s. Bolani Ores Limited at Bolani in the district of Keonjhar and in terms of the agreement dated 6-10-1972, Annexure-1, the D. A. V. College Trust and Management Society took over admininistration of the school. The controversy is as to whether the D. A. V. Society by virtue of the agreement, Annexute-1 took over the management and administration of the society as a whole or only the administration to run the school was only handed over by virtue of the agreement, for its smooth functioning. 6. The purpose or object of the agreement, Annexure-1, is relevant and necessary to be noticed in order to appreciate and resolve the issue as to whether the management and administration both had been transferred or only the administration to run the school. Clauses I, II and III of the agreement is quoted hereunder for ready reference : " WHEREAS : (i) The Company is carrying on business in Bolani in the State of Orissa and is trying to provide certain amenities for its employees, one of the amenities being the provision of educational facilities for the children of its employees. (ii) To do this, the company intends up-grading its existing Upper Primary School and running English medium School upto Standard III at Bolani, and in order to ensure its efficient running the COMPANY HAS NEGOTIATED with the Society, which has been successfully managing school and College through out India for running and raising the existing Schools. (iii) The SOCIETY has agreed to take over the administration to run and upgrade the School." A bare perusal of the aforesaid clauses of the agreement makes it abundantly clear that, M/s. Bolani Ores Ltd. in order to upgrade its existing Upper Primary School and for starting a new English Medium School upto Standard-III level and for ensuring its efficient running negotiated with the D. A. V. Society, which society was successfully managing schools and Colleges throughout India and the agreement, Annexure-1 was entered into between them. Under Clause-3 the management of the school is to rest in the Local Managing Committee under the guidance and control of the society and the Local Managing Committee was to be nominated by the D. A. V. College Managing Committee consisting of not less than seven and not more than nine members of whom at least three in case of seven or four in case of nine will be nominees of the company. The President of the Local Managing Committee would be approached in consultation with the Chairman of the company. Clause-7 of the agreement contemplates that the recruitment of the staff and other teachers shall be done by a Selection Board consisting of representative from Society, Local Managing Committee and company. The company is to provide accommodation for the Principal on the rent to be charged at the rate applicable to the company employees for similar accommodation and accommodation for other teachers, if possible, was to be provided on similar conditions. 7. Under Clauses-10 and 11 of the agreement, the company was required to provide building, furniture and necessary equipment for running the school as and when necessary and to provide funds for running the school. The Principal of the school is to prepare the estimates of income and expenditure and submit the budget to the company or its nominee and thereafter to the Local Managing Committee and on being approved it is to be submitted to the Sub committee of the society for approval. After approval of the budget the company is to make available to the society; the amount required for the session in four instalments and the funds belonging to the school is to be kept by the society in a separate account in the State Bank of India, Barbil or one of the Nationalised Bank. The Principal, is to submit monthly bills for salaries and other expenses to the Local Managing Committee and payment thereof shall be made by cheques to be signed by two members, at least one of whom should be Company's representative in the said committee. Under sub-clause (g) of Clause-11 the company was required to make available the necessary finance as and when required for depositing with the State and/or Central Government for the school, subject to adjustment in the budget. Under sub-clause (g) of Clause-11 the company was required to make available the necessary finance as and when required for depositing with the State and/or Central Government for the school, subject to adjustment in the budget. On consideration of the aforesaid clauses of the agreement it is manifestly clear that the company reserved to itself the management of the school, but the D. A. V. Society was only entrusted with the work of running the school and its day to day administrative part of it only. 8. The memorandum of agreement in its preamble clearly stipulates ahat the agreement shall include successors and assigns of each of the parties. It is further clearly accepted by the company in the preamble/object clause-I as indicated earlier that the company was required to provide certain amenities for its employees one of them being for educational facilities for the children of its employees. In order to and in furtherance of such intention, the company wanted, upgradation of its existing Upper Primary School and running English Medium School upto Standard-III at Bolani and in order to ensure its efficient running the company negotiated with the society which was found successfully managing Schools and Colleges throughout the country. Under clause-III the society agreed to take over the task of running and upgrading the school. Under the agreement the company was to provide finance, proper accommodation, to the institution and its staff on company rate and provide all other facilities as requited from time to time. Thus, on a bare perusal of the agreement, there cannot be any manner of doubt that the day to day aministration of the school was to be looked after by the D.V .A. Society while also the company was to participate in a big way. While the entire finance, infrastructure, accommodation and other facilities were to be provided by the company itself with a view to provide amenities of education to the children of its employees. 9. Under Bolani Ores Limited (Acquisition of Shares) and Miscellaneous Provisions Act, 1978 all the assets and liabilities of the company vested with the Steel Authority of India on the appointed day i. e. 1-1-1979. 9. Under Bolani Ores Limited (Acquisition of Shares) and Miscellaneous Provisions Act, 1978 all the assets and liabilities of the company vested with the Steel Authority of India on the appointed day i. e. 1-1-1979. The relevant provisions for the purpose of the dispute i. e, sections 6 and 7 may be quoted here-under for better appreciation : "Section-6 : Vasting of undertakings in the Steel Authority of India and dissolution of Bolani Ores Limited on the appointed day- (a) all the undertakings of the Bolani Ores limited, the shares of which have vested in the Steel Authority of India by virtue of section 5, shall stand transferred to, and shall vest in, the Steel Authority of India. (b) The Bolani Ores Limited shall stand dissolved, (the underlined portion is to give emphasis) Section-7: 'Undertaking'--Meaning of--for the purpose of this Act the undertakings of the dissolved company shall be deemed to include all assets rights, leaseholds (including mining leases), industrial or other licences, powers, authorities and privileges and all property, movable and immovable, including lands, buildings works, mines, workshops, projects, stores, instruments, machinery, automobiles and other vehicles, equipment, cash or bank balances, cash in hand, reserve funds, investments and book debts and all other rights and interest in, or arising out of such property as were immediately before the appointed day in the ownership, possession, power or control of the dissolved company and all books of account, registers, maps, drawings, records of survey and all the other documents of whatever nature relating thereto, and shall also be deemed to include all borrowings, liabilities and obligations of whatever kinds of the dissolved company." On a proper scrutiny of the aforesaid provisions, more specifically, the provision of section 7 of the Act would show that all the undertakings of the Bolani Ores Limited are to stand transferred to and shall vest in Steel Authority of India. The word 'Undertaking' has been defined u/s 7 thereof which includes all borrowings; liabilities and obligations of whatever kind of the dissolved company. There is absolutely no dispute, rather it is an admitted case that the school in question was established by the company for education of the children of the employees and for running the school smoothly with a better administration, the company entered into an agreement with D. A. V. Society which was reputed for managing educational institution in a proper efficient way. The company was to provide all infrastructure, tools and machineries, accommodation for the school as well as for its staff their salaries and all budgetary expenditure in respect of the school. Thus, the ownership of overall management of the school was retained by the company while the D. A. V. Society took up the responsibility of running the same smoothly because of their expertise. 10. In view of the definition of "undertaking" given u/s 7 which includes liabilities and obligations of whatever kind of the dissolved company, such liability and obligation shall stand transferred and shall vest in the Steel Authority of India. The ownership finance and maintenance of the school remained undisputedly with the company and, therefore, on and from the appointed day i. e. 1-1-1979 the school which is, both on obligation as well as liability is to vest and stand transferred to the Steel Authority of India. The contention of the learned counsel for the opp. parties that the Bolani Ores Limited having divested its management in favour of the D. A. V. Society nothing was there on the appointed day to vest with the SAIL is falacious in view of the discussion made in the foregoing paragraphs. The school in question being a liability and as well as obligations of the dissolved company and having come within the scope and ambit of the definition of "undertaking" as contemplated u/s 7 of the Act. The school is deemed to have been transferred to and vested in the Steel Authority of India on and from the appointed day i. e. 1-1-1979 u/s 6(a) of the Acquisition Act. 11. A contention has been raised by the opp, parties that only because the D. A. V. Bolani school was continued to be provided with finance to safeguard the interest of its employees who have sent their children to the said school, the provision of such benefit cannot be given to the staff of the school to claim for absorption of the school with Steel Authority of India since 1979. This contention of the learned counsel has to be rejected in view of our finding that the school in question comes within the scope and ambit of an "undertaking" as defined u/s 7 of the Act and has to vest with the SAIL u/s 6(a) thereof. This contention of the learned counsel has to be rejected in view of our finding that the school in question comes within the scope and ambit of an "undertaking" as defined u/s 7 of the Act and has to vest with the SAIL u/s 6(a) thereof. Admittedly the school has been taken over by the Steel Authority of India with effect from 1-1-1991 which according to the opp. parties was because of the Government letter dated 11-1-1991. We fail to understand why when, the SAIL had no obligation or liability whatsoever in the school in question, what was the reason for its taking over even in 1991. 12. In that view of the matter, it has to be held that the D. A. V. Bolani School, Bolani is deemed to have been transferred to and vested in Steel Authority of India, opp. party No. 1 u/s 6 lead with section 7 of the Bolani Ores Limited (Acquisition of Shares) and Miscellaneous Provisions Act, 1978 from the appointed day and consequently the petitioners are to be treated as employees of the school under the SAIL on and from 1-1-1979 instead of 1-1-1991, the purported date of taking over and shall be entitled to all such benefits from that date. 13. The writ petition is allowed to the extent indicated. But there shall be no order as to cost. P. C. Naik, J. 14. I agree. 15. Writ petition allowed. Final Result : Allowed