R. K. AGRAWAL, J. ( 1 ) SUTI Mills Mazdoor Union, Kanpur through its Vice President Smt. Annada sharma and Textile Mazdoor Ekta Manch, kanpur have filed the present petition under article 226/227 of the Constitution of India seeking the following reliefs: (I) Issue a writ order or direction in the nature of mandamus restraining the respondents from treating the Laxmi Ratan cotton Mills, Kanpur, Atherton West cotton Mills, Kanpur, New Victoria Cotton mills, Kanpur and Swadeshi Cotton Mills, kanpur as closed in pursuance of notice dated May 30, 2002 till such time as the central Government takes appropriate decision under Section 25-O of the industrial Disputes Act; (II) Issue a writ order or direction in the nature of mandamus directing the respondents from proceeding to close the cotton Mills of Kanpur units of respondent no. 2 specially Laxmi Ratan Cotton Mills, atherton West Cotton Mills during the subsistence of Sick Textiles Undertaking (Nationalisation) Act, 1995; (Hi) Issue a writ order or direction in the nature of mandamus directing the respondent not to proceed with the desired closure of the concerned mills without making any effort to optimise utilization of the available facilities and to secure, continued employment of the workers in accordance with the aims and objects of the sick Textiles Undertaking (Nationalisation)amendment Ordinance, 1995 as passed by the Parliament; (IV) Issue a writ order or direction in the nature of mandamus directing the respondents not to close the concerned mills in pursuance of the notice dated May 30, 2002 served on the petitioner on July 12, 2002; (V) Issue such other writ order or direction as this Honble Court may deem fit and proper in the circumstances of the case; (iv) Award costs to the petitioner. Briefly stated, the facts giving rise to the present writ petition are as follows: ( 2 ) SUTI Mills Mazdoor Union, Kanpur nagar and Textile Mazdoor Ekta Manch, according to the petitioners, are duly registered Trade Unions under the Trade unions Act. They are entitled to initiate legal action for the benefits of their members. National Textiles Corporation (U. P.) Limited is a company incorporated under the provisions of Companies Act, 1956. It is a government of India Undertaking. They are entitled to initiate legal action for the benefits of their members. National Textiles Corporation (U. P.) Limited is a company incorporated under the provisions of Companies Act, 1956. It is a government of India Undertaking. It manages eleven Cotton Mills in the State of uttar Pradesh, namely: (I) Muir Mills, Kanpur (ii) New Victoria Mills, Kanpur (in) Atherton Mills, Kanpur (iv) Laxmi Rattan Cotton Mills, Kanpur (v) Swadeshi Cotton Mills, Kanpur (vi) Vikram Cotton Mills, Lucknow (vii) Lord Krishna Textiles Mills, saharanpur (viii) Raibarely Cotton Mills, Raibarely (ix) Bijli Cotton Mills, Hathras (x) Swadeshi Cotton Mills, Naini, allahabad (xi) Maunath Bhanjan Cotton Mills, Mau the Central Government as more than 51% of its shares are not held by the Central government but by the National Textiles corporation Limited, therefore, the application made by the respondent No. 3 before the central Government is not maintainable. ( 3 ) SRI Vijay Bahadur Singh, learned senior counsel, however submitted that even though these eleven mills were nationalised by the centr. al Government by passing the nationalisation Act but on account of continued heavy losses, it has been found that the Mills cannot be revived and in these compelling circumstances, a decision has been taken for the closure of the mills, which is also in conformity with the rehabilitation scheme prepared by BIFR. He further submitted that the object of Nationalisation Act would still be achieved if by closure of nine Mills the remaining two Mills are revived. According to him Section 35 of the Nationalisation Act only puts an embargo on the powers of the Court to wind up the mills without the consent of the central Government. In the present case, application for closure of the mills has been made to the Central Government. Thus, section 35 of the Act will not be attracted in the present case. ( 4 ) HE further submitted that the provisions of Section 6-R of the U. P. Act would not be applicable in the present case as it makes applicability of the provisions of Section 6-J to section 6-Q of the U. P. Act. Sections 6-J to 6-Q relate to lay-off, compensation, maintenance of muster roll of the workmen, retrenchment, transfer and re-employment of retrenched workmen. It does not deal with the closure of the mills. Sections 6-J to 6-Q relate to lay-off, compensation, maintenance of muster roll of the workmen, retrenchment, transfer and re-employment of retrenched workmen. It does not deal with the closure of the mills. He further submitted that the provisions of Section 6-W of the U. P. Act are not applicable to industry referred to in sub-clause (i) of Clause (a) of Section 25-L of the Central Act and since the industry is covered under the aforesaid clause, the application under Section 25-O of the Central act has rightly been made. According to him, national Textiles Corporation (U. P) Limited is a subsidiary company of National Textiles corporation as 95. 83% shares of National textiles Corporation (U. P.) Limited are held by National Textiles Corporation Limited and 100% share of National Textiles Corporation limited are held by the Central Government, thus, more than 51% paid-up share capital of national Textiles Corporation (U. P.) Limited can safely be presumed to be held by the central Government and therefore, the appropriate Government in the present case would be the Central Government. According to him in view of Section 3 (2) of the nationalisation Act all the mills which had vested in the Central Government stood transferred to National Textiles Corporation limited and under Section 6 (1) of the said Act 5 National Textiles Corporation was empowered to form subsidiary Company and under Section 6 (2) National Textiles Corporation can transfer the mills to its subsidiary. Thus, the mills in question which have been transferred by national Textiles Corporation to its subsidiary national Textiles Corporation (U. P.) Limited is being managed by the said subsidiary. He further submitted that under Section 25-O (2) of the Central Act, the appropriate Government is duty bound to give a reasonable opportunity of being heard to the employer, workmen and persons interested in such closure which stage is yet to arrive and the apprehension of the petitioners only appears to ensure that deemed approval as provided under sub-section (3) may not take effect after expiry of sixty days of the filing of the application. Sri Singh relied upon the decision of Honble Supreme Court in the case of Orissa Textile and Steels Ltd. v. State 5 of Orissa and others AIR 2002 SC 708 : 2002 scc (Lands) 325 : 2002-II-LLJ-858, wherein the Honble Supreme Court has held that there could be exceptional circumstances or overriding reasons where in the interest of general public there would have to be a restriction on the closure for some time and it is not possible to accept that if the reasons are genuine and adequate, the appropriate government must always grant permission to close even though interest of the general public or other facts require that the business be continued for some time. He also relied upon a decision of the Honble Supreme Court in the case of State ofharyana and another v. Hitkari potteries Limited and another 2002 SCC (Lands)731 : 2001-II-LLJ-425, wherein the Honble supreme Court has held that if the application made under Section 25-O is to be disposed of within sixty days, and a communication was sent only long after the expiry of the period, the necessary permission must be deemed to have been granted. He further submitted that the decision of the Honble Supreme Court in steel Authority of India Limited and others v. National Union Water Front Workers and others, AIR 2001 SC 3527 : 2001 (7) SCC 1 : 2001-II-LLJ-1087, would not be of much assistance to the petitioners as in the aforesaid case, Honble Supreme Court was considering the definition of the word appropriate government in the Contract Labour (Regulation and Abolition) Act and not under the Central Act. He also referred to a decision of the Calcutta High Court in the case of m. A. M. C. Sramajibi Union and another v. Union of India and others, 2002-II-LLJ-735 (Cal-DB), wherein the Calcutta High Court has held that for deciding the application made for closure under the Central Act, Chapter VB is a complete code in itself and recourse to the word appropriate Government as given in under Section 2 (1 ) (2) of the Central Act has no relevance. ( 5 ) SRI Sandeep Saxena, learned Standing, counsel submitted that the Central Government has asked for certain information from the national Textiles Corporation (U. P.) Limited and the period of sixty days as provided under section 25-O (3) of the Central Act has not yet started running. ( 5 ) SRI Sandeep Saxena, learned Standing, counsel submitted that the Central Government has asked for certain information from the national Textiles Corporation (U. P.) Limited and the period of sixty days as provided under section 25-O (3) of the Central Act has not yet started running. He stated that the petitioners and all the persons concerned shall be given opportunity to put their case before the Central government. ( 6 ) HAVING heard the learned counsel for the parties, I find that admittedly National textiles Corporation (U. P.) Limited is a subsidiary of National Textiles Corporation limited and 95. 93% shares of the National textiles Corporation (U. P.) Limited is being held by the National Textiles Corporation limited and 100% shares of National Textiles corporation Limited is held by the Central government. The question is as to whether the shares of the National Textiles Corporation (U. P.) Limited can be said to be held by the central Government within the meaning of section 25-L (b) (i) of the Central Act or not. Under Section 4 of the Companies Act, 1956, holding company and subsidiary company have been defined. It provides that for the purpose of this Act, a Company shall be deemed to be a subsidiary of another if, but only if, other controls the composition of its Boards of Directors. Sub-clause (b) of Section 4. provides that the composition of a companys board of Directors shall be deemed to be controlled by another company if, but only if, that other company by the exercise of some power exercisable by it at its discretion without the consent or recurrence of any other persons, can appoint or remove the holders of all or a majority of the directorships. The expression control in relation to a company ordinarily means, the possession of power by the exercise by voting right to carry a resolution at a general meeting of the company and holding of a majority of the voting power in a company is sufficient to constitute controlling interest. The degree of control resulting from a 51 per cent holding is a control within the Act. The degree of control resulting from a 51 per cent holding is a control within the Act. ( 7 ) IN paragraph 4 of the counter affidavit filed by Sri R. K. Sharma on behalf of respondent No. 2, affirmed on August 19, 2002, it has been stated as follows:"that the contents of paragraph No. 2 of the writ petition need no reply. However, it is stated that National Textiles Corporation (U. P.) Ltd. , is a subsidiary company of national Textiles corporation Ltd. , New delhi. The Central Government is holding 100% shares of National Textiles corporation, New Delhi and National i Textiles Corporation New Delhi holds 95. 83% shares of National Textiles corporation (U. P.) Ltd. Rest are held by state Government. Thus the central government is holding more than 51% shares of National Textiles Corporation limited (U. P.) Ltd. through National textiles Corporation, New Delhi. Under section 617 of the Companies Act, National textiles Corporation Ltd. , New Delhi is a government company and NTC (U. P.) Ltd. being subsidiary ot N TC Ltd. , New Delhi is also Government company. Various mills under NTC (UP) Ltd. were nationalised under Sick Textile Undertakings (Nationalisation) Act, 1974, Swadeshi cotton Mills (Acquisition, and Transfer of undertakings) Act, 1985 and Sick Textile undertakings (Nationalisation) Act, 1995. All textile mills were nationalised by central Government and the Central government under the provision of the said acts established National Textiles corporation Ltd. , New Delhi which in turn established National Textiles Corporation (U. P.) Ltd. as its subsidiary company. The president of India appoints all the Directors of the National Textile Corporation Ltd. and its subsidiary Corporation including its chairman and Managing Director. They are removable by the President of India. 2 according to Article 133 of Articles of association of NTC (U. P.) Ltd. , the national Textiles Corporation Ltd. has full power to control business and activity of subsidiary companyas such the NTC (U. P.) ltd. carries on business under the authority of the Central Government which has deep and pervasive control over the management of NTC (U. P.) Ltd. Article 133 run asunder:"133. Notwithstanding anything contained in any of these Articles, the N. T. C. may from time to time, issue such directives or instructions as may be considered necessary in regard to the finances, conduct of business and affairs of the Company. Notwithstanding anything contained in any of these Articles, the N. T. C. may from time to time, issue such directives or instructions as may be considered necessary in regard to the finances, conduct of business and affairs of the Company. And the Company shall duly comply with and (sic) give immediate effect to such directives and instructions. . . . . "the Central Government provides all financial assistance to the NTC (U. P.) Ltd. for running of its business and provides finances including wages to the employees. All the 9 mills which are proposed to be closed are lying closed for last 5 to 10 years and Central Government has been paying idle wages to the workmen from the budget of the Government of India. ( 8 ) THUS, it is not disputed by the petitioners that the National Textiles corporation Limited, which is the holding company of the National Textiles Corporation (U. P.) Ltd. is in overall control of the affairs of the National Textiles Corporation (U. P.)limited. In this view of the matter, the necessity has arisen to lift the veil. The Honble supreme Court in the case of State of U. P. v. Renu Sagar Power Company. AIR 1998 SC 1737 : 1988 (4) SCC 59 , has quoted with approval the following observations made by lord Denning referred to in by the Court of appeal in DHN Food Distributors Ltd. v. London Borough of Tower Hamlets 1976 (3)all ER 462:"third, lifting the corporate veil. A further very interesting point was raised by counsel for the claimants on Company law. We all know that in many respects a group of companies is treated together for the purpose of general accounts, balance sheet and profit and loss account. They are treated as one concern. Professor Gower in his book on company law says : there is evidence of a general tendency to ignore the separate legal entities of various companies within a group, and to look instead at the economic entity of the whole group. This is especially the case when a parent company owns all the shares of the subsidiaries, so much so that it can control very movement of the subsidiaries These subsidiaries are bound hand and foot to the parent company and must do just what the parent company says. This is especially the case when a parent company owns all the shares of the subsidiaries, so much so that it can control very movement of the subsidiaries These subsidiaries are bound hand and foot to the parent company and must do just what the parent company says. A striking instance is the decision of the House of Lords in harold Holdsworth and Company (Wakefied) Ltd. v. Caddies. 1955 (1) All er 725. So here. This group is virtually the same as a partnership in which all the three companies are partners. They should not be treated separately so as to be defeated on a technical point. They should not be deprived of the compensation which should justly be payable for disturbance. The three companies should, for present purposes, be treated as one, and the parent company, dhn, should be treated as that one. So that dhn are entitled to claim compensation accordingly. It was not necessary for them to go through a conveyanncing device to get it. I realise that the President of Lands tribunal, in which of previous cases, felt it necessary to decide as he did. But now that the matter has been fully discussed in this court, we must decide differently from him. These companies as group are entitled to compensation not only for the values of the land, but also compensation for disturbance. I would allow the appeal accordingly. " (emphasis supplied) ( 9 ) THE Honble Supreme Court after considering the various decisions, on the point, further observed that it is high time to reiterate that the extent of horizon of modern jurisprudence lifting of corporate veil is permissible, its factors are unlimited. It must, however, depend primarily on (sic) reality of the situation. The aim of the legislature is to do justice to all the parties. The horizon of doctrine of lifting the corporate veil is expanding. ( 10 ) VIEWED in this background, it is seen that the parent company i. e. National Textiles corporation Limited which is the parent company controls every movement of its subsidiary National Textiles Corporation (U. P.) Limited which does what the parent company says. Thus, they cannot be treated separately. It is not disputed that 100% shares of the parent company are held by the Central government. Thus, they cannot be treated separately. It is not disputed that 100% shares of the parent company are held by the Central government. Thus, for the present purposes, it can be held that in fact more than 51% shares of the National Textiles Corporation (U. P.)limited are held by the Central Government. It is covered under Section 25-L (b) (i) of the central Act and the application made before the central Government under Section 25-O of the central Act is maintainable. ( 11 ) SO far as the question that the aim and object of the Nationalisation Act is defeated by making an application for closure of the mills, it is suffice to mention that all the mills taken by the Central Government under the nationalisation Act are incurring heavy losses. The question as to whether it can be run any further or it should be closed, is still to be considered by the Central Government where the petitioners will have an opportunity to canvass their view points. As held by the honble Supreme Court in the case of Orissa textile and Steels Mills (supra), it is not necessary that where genuineness and adequate reasons by the employer for closure of the mills are found to be established, there can still be exceptional circumstances overriding the reasons, where in the interest of general public, there would have to be a restriction on the closure of the mills for some time and it is not possible to accept that if reasons are genuine and adequate, the appropriate Government must grant permission to close even in the interest of general public or there are other factors that the business should be continued for some time. The appropriate Government is yet to take a decision and all the factors will be considered and there is no reason as to why the appropriate Government shall not take into consideration all the factors before taking a decision on the said application. ( 12 ) SO far as the question that the provisions of Section 6-R of U. P. Act is applicable and the provisions of Section 6-J to 6-Q oftheu. P. Act notwithstanding anything contained in any law for the time being in force, it may be mentioned that Section 6- G to 6-Q apply to lay off, retrenchment, compensation, etc. , and not to the closure of the mills. P. Act notwithstanding anything contained in any law for the time being in force, it may be mentioned that Section 6- G to 6-Q apply to lay off, retrenchment, compensation, etc. , and not to the closure of the mills. Thus, the provisions of Section 6-R is of no assistance to the petitioners. The provisions of Section 25-O of the Central Act, which provides for making of an application before the appropriate government being Central enactment shall prevail on Section 6-W of U. P. Act by virtue of the provisions of Article 254 (2) of the constitution of India in so far as, it provides making of an application before the Central government by a company in which more than 51% shares are held by the Central government. Thus, it is held that the application under Section 25-O was validly made before the Central Government. ( 13 ) SO far as the question of Section 35 of the Nationalisation Act which provides that no court can proceed to wind up a company without prior consent of the Central government, it may be mentioned that under the Central Act a complete procedure has been provided for the closure of the mills and in the present case, permission for closure of the mills in question has been applied before the Central government. The apprehension of the petitioners that immediately after the expiry of 60 days of the making of the application, the national Textiles Corporation (U. P.) Limited would announce the closure under the deemed approval clause is misplaced as the requirement of Section 25-O (3) of the Central Act is to be complied with and the learned Standing counsel for the Union of India has already made a settlement before the Court that the period shall start running only after the informations sought for is supplied by the respondent No. 2. ( 14 ) IN view of the foregoing discussions, i do not find any merit in this petition. It is accordingly dismissed. .