S. RAVINDRA BHAT, J. ( 1 ) IN these writ proceedings the validity and legality of a communication issued by the Government of NCT (hereafter referr ed to as nct ) ercise of powers under Section 60 of the Delhi Electricity Reforms Act, 2000 (hereafter "dera") and Rule 12 of the Delhi Electricity Reforms Transfer scheme Rules, 2001 (hereafter called the ?scheme?) has been challenged. ( 2 ) THE DERA was enacted, as its long title indicates, for the constitution of an Electricity Commission, restructuring of the electricity industry by rationalization of generatio transmission, distribution and supply of electricity, increasing avenues for participation for private sector in the electricity industry and for taking measures conducive to development and management of the electricity industry in an efficient, commercial, economic and competitive manner in the National Capital Territory of Delhi. To achieve this end, the Act and the Scheme adopted a three step procedure whereby the government of NCT, after enforcement of DERA, in exercise of its obligation and power under Section 14, incorporated separate companies, segregating the different functions of electricity generation, transmission and distribution. By operation of Section 15, the Government was empowered to transfer rights and liabilities immediately before the effective date to itself. Thereafter as a third step, under Section 15, interest in property rights and the liabilities of the existing statutory Board i. e. , Delhi Vidyut Board (hereafter referred to as "dvb") could be transferred to the Companies established under Section 14. ( 3 ) THE Act came into force on 3. 11. 2000. Soon thereafter the government of NCT constituted or incorporated separate companies; one was for the purpose of electricity transmission (Delhi TRANSCO LTD ). The Delhi Power supply Company Ltd. , a respondent in these proceedings was the holding company. The distribution activities of the erstwhile DVB were transferred to the three dis. The petitioner is one of the DISCOMS. ( 4 ) IN view of impending reforms, and to allay any fears or apprehensions in the minds of its employees, the DVB and the Government of NCT entered into Tripartite Agreements with employees Groups and Unions on 28. 10. 2000 and 9. 11. 2000. These Agreements, inter alia, assured the employees that existing terms and conditions of service would be left undisturbed, and thier services would be taken over by the transferee-companies. 10. 2000 and 9. 11. 2000. These Agreements, inter alia, assured the employees that existing terms and conditions of service would be left undisturbed, and thier services would be taken over by the transferee-companies. The tripastite agreement also assured that a pension fund would be created, to cater to and service post retiral terminal and pensionary benenfits. ( 5 ) ON 15. 11. 2001 by an order the Government of NCT classified personnel working of DVB in five groups on as is where is after considering relevant factors such as place of work, suitability, etc Appendix A set out the personnel to be transferred to the services of GENCO ( ipgcl ) i. e Industrial generation Company Ltd. , Appendix B set out to the personnel to be transferred to the services of DELHI TRANSCO LTD ( dtl ); Appendix C set out the personnel to be transferred to the services of DISCOM 1 i. e. BSES Yamuna Power Ltd. ( bypl ), Appendix D included persons to be transferred to the services of discom 2 BSES Rajdhani Power Ltd ( brpl ) and Appendix E set out to be transferred to the services of DISCOM-3 i. e. North Delhi Power Ltd ( ndpl ). ( 6 ) AS mentioned in the earlier part of the judgment, the Government of NCT had incorporated separate companies and segregated electricity activity into generation, transmission and distribution/ supply. The holding company in respect of these was DPL. The Government of NCT in accordance with its policies invited bids for ownership of the distribution companies. This was on its assessment that private participation in electricity distribution activity at that stage was appropriate. Accordingly the shareholding in the three DISCOM to the tune of 51% was acquired privately. ( 7 ) ON 20. 11. 2001, the Transfer Scheme Rules were notified; they were, however, brought into force on 1. 7. 2002. Rules 4,5,8 and 9 classified the various assets and liabilities and proceedings into Schedules A to G, to be then allocated amongst successor companies including the Holding Company Delhi Power company. Rule 6 provided for transfer of personnel and their services from DVB directly to the five successor entities. Rule 11 set out the principle that transfers were to operate by fiction of law with effect from 1. 7. 2002 and Rule 12 enabled the Govt. Rule 6 provided for transfer of personnel and their services from DVB directly to the five successor entities. Rule 11 set out the principle that transfers were to operate by fiction of law with effect from 1. 7. 2002 and Rule 12 enabled the Govt. of NCT to decide any future dispute, difference or issue regarding the transfers under the Scheme. ( 8 ) IN exercise of powers under DERA, the NCT notified binding policy directions, enabling restructuring of DVB and privatization of three discoms. On 26. 6. 2002 the Transfer Scheme was amended and a new provision namely, Rule 8 (3) was incorporated. With effect from 1. 7. 2002 the Transfer scheme Rules were brought into force. Simultaneously successful private bidders acquired 51% shareholding and management/control of the three DISCOMS namely, bses Rajdhani Power Ltd. (hereafter BSES) BSES Rajdhani Power Ltd. ; BSES Yamuna power Ltd and North Delhi Power Ltd. (NDPL ). ( 9 ) WITH the coming into force of the Transfer Scheme all assets, liabilities and contracts, agreements, entitlements of the erstwhile DVB based on to the designated successor companies. For the purposes of this judgment could be necessary to notice at this stage, the various relevant provisions of the Act and the Transfer Scheme. They are extracted below. Rule 2 is the definition clause. For the purposes of this judgment could be necessary to notice at this stage, the various relevant provisions of the Act and the Transfer Scheme. They are extracted below. Rule 2 is the definition clause. Its relevant provisions area extracted below :" (A) holding company means Delhi Power Company Limited, a company incorporated under the Companies Act, 1956 (1 of 1956) with the principal object of holding shares in GENCO, TRANSCO and DISCOMS and liabilities of the Board; (B) liabilities include all liabilities, debts, duties, obligations and other outgoing including contingent liabilities, statutory liabilities and government levies of whatever nature, which may arise in regard to dealings before the date of the transfer in respect of the specified undertakings; (C) personnel means workmen, employees, staff and officers of the Board by whatever name called, and includes trainees and those on deputation from the board to other organization and institutions; (D) proceedings include all proceedings of whatever nature, suits, appeals, complaints, petitions, applications, conciliatory, arbitration-whether civil or criminal or otherwise;" ( 10 ) RULES 3 and 4, which outline the scheme for transfer of assets and liabilities, read as follows:" (1) On and from the date of the transfer to be notified for the purpose, all the assets, liabilities and proceedings of the Board shall stand transferred to and vest in, the Government absolutely and in consideration there of the loans, subventions and obligations of the Board tot he Government shall stand extinguished and cancelled, which shall be in full and final settlement of all claims whatsoever of the Board. (2)Nothing in sub-rule (1) shall apply to rights, responsibilities, and obligations in respect of the personnel and personnel related mattes, which have been dealt in the manner provided under Rule 6. (2)Nothing in sub-rule (1) shall apply to rights, responsibilities, and obligations in respect of the personnel and personnel related mattes, which have been dealt in the manner provided under Rule 6. ""classification of undertakings- (1) The assets, liabilities and proceedings transferred to the government under sub-rule (1) of Rule 3 shall stand classified as under: (a) Rights and interest in Pragati Power Project as set out in Schedule a (b) Generation Undertaking as set out in Schedule b (c) Transmission Undertaking as set out in Schedule c (d) Distribution Undertaking as set out in Schedule d (e) Distribution Undertaking as set out in Schedule e (f) Distribution Undertaking as set out in Schedule f (g) Holding Company with assets and liabilities as set out in schedule g (2) If the assets classified are subject to security documents or arrangements in favour of third parties for any financial assistance or obligation taken by the Board and the liabilities, in respect thereof are to be classified in different transferees, the Government may, by order to be issued for the purpose, provide for the apportionment of the liabilities secured by such assets between the different transferees and upon such apportionment, the security shall be applicable to the apportioned liability only. " ( 11 ) RULE 5 provides for devolution of rights and interests to various successor companies. " ( 11 ) RULE 5 provides for devolution of rights and interests to various successor companies. It is extracted below :" (1) Subject to the terms and conditions contained in these rules- (a) the rights and interests in the Pragati Power Project forming part of schedule "a" shall stand transferred to, and vest in, the PPCL, on and from the date of the transfer appointed for the purpose; (b) the undertaking forming part of the Generation Undertaking as set out in schedule "b" shall stand transferred to, and vest in, the GENCO, on and from the date of the transfer appointed for the purpose (c) the undertaking forming part of the Transmission Undertaking, as set out in schedule "c" shall stand transferred to, and vest in, the TRANSCO on and from the date of the transfer appointed for the purpose; (d) the undertaking forming part of Distribution Undertaking as set out in schedule "d" shall stand transferred to, and vest in, Dlscom 1, on and from the date of the transfer appointed for the purpose; (e) the undertaking forming part of Distribution Undertaking as set out in schedule "e" shall stand transferred to, and vest in, Dlscom 2, on and from the date of the transfer appointed for the purpose; (f) the undertaking forming part of Distribution Undertaking as set out in schedule "f" shall stand transferred to, and vest in, Dlscom 3, on and from the date of the transfer appointed for the purpose; (g) the assets and liabilities as set out in Schedule "g" shall vest in the holding company, on and from the date of the transfer appointed for the purpose (2)On such transfer and vesting of the undertakings in terms of sub-rule (1) the respective transferee shall be responsible for all contracts, rights, deeds, schemes, bonds, agreements and other instruments of whatever nature, relating to the respective undertaking and assets and liabilities transferred to it, to which the Board was party, subsisting or having effect on the date of the transfer, in the same manner as the Board was liable immediately before the date of the transfer, and the same shall be in force and effect against or in favour of the respective transferee and maybe enforced effectively as if the respective transferee had been a party thereto instead of the Board. " ( 12 ) RULE 6 deals with transfer of personnel; it reads as follows:"transfer of Personnel- (1) The transfer of personnel to the transferee shall be subject to the terms and conditions contained in Section 16 of the Act. (2) By order No. F. 11/99/2001-Power/pf-III/2849dated the 15th November, 2001 of the government hereinafter referred to as the said order , the personnel have been classified into five groups based on the principle of as is where is basis, the place of work, suitability, experience and other relevant consideration as under: a) Personnel to be transferred to the services of GENCO, as detailed in appendix a to the said Order. b) Personnel to be transferred to the services to TRANSCO, as detailed in Appendix b to the said Order. c) Personnel to be transferred to the services of DISCOM 1, as detailed in Appendix c to the said Order. d) Personnel to be transferred to the services of DISCOM 2, as detailed in Appendix d to the said Order. e) Personnel to be transferred to the services of DISCOM 3, as detailed in Appendix e to the said Order. 3) With effect from the date of the transfer to be appointed for the purpose, the personnel shall stand transferred to, and absorbed in, the GENCO, transco and DISCOMS, as the case may be, in accordance with the said Order made by the Government without any further Act, deed or thing to be done by the board, the Government, the transferee s or the personnel, as the case may be. 4) The Government shall constitute a committee within two months from the date of the transfer to receive representations from the personnel if any, in regard to any grievance on the permanent absorption in the transferee s and make recommendations in regard to such matters. The government shall be entitled to pass such orders as it may consider appropriate based on the recommendations of the committee including the transfer of the personnel to another transferee and to provide that any personnel transferred to a transferee under sub-rule (3) shall be deemed to have been transferred to, and absorbed in, another transferee specified by the Government from the date of the transfer appointed for the purpose. 5) The transfer of personnel to the transferes shall be subject to any orders that may be passed by the Courts or Tribunals in any of the proceedings pending on the date of the transfer. 6) Subject to the provisions of these rules, the personnel transferred to a transferee shall cease to be in the servile of the Board and shall not assert or claim any benefit of service under the Board. 7) Subject to the provisions of the Act and these rules, the transferees may frame regulations governing the conditions of service of the personnel transferred to the transferee s under these rules which shall not in any way be less favourable or inferior to those applicable to them immediately before the transfer and till such time, the existing servile conditions of the Board shall mutatis mutandis apply. 8) Subject to sub-rule (9) below, in respect of all statutory and other schemes and employment-related matters including the provident fund, gratuity fund, pension and any superannuation fund or special fund created or existing for the benefit of the personnel and the existing pensioners, the relevant transferee shall stand substituted for the Board for all purposes and all the rights, powers and obligations of the Board in relation to any and all such matters shall become those of such transferee and the services of the personnel shall be treated as having been continuous for the purpose of the application of this sub-rule. 9) The government shall make appropriate arrangements as provided in the tripartite agreements in regard to the funding of the terminal benefits to the extent it is unfunded on the date of the transfer from the Board. Till such arrangements are made, the payment falling due to the existing pensioners shall be made by the TRANSCO, subject to appropriate adjustments with other transferees. For the purpose of this sub-rule, the term- a) "existing pensioner s" means all the persons eligible for the pensions on the date of the transfer from the Board and shall include family members of the personnel as per the applicable scheme; and b) "terminal benefit s" means the gratuity, pension, dearness and other terminal benefits to the personnel and existing pensioners. 10) On the effective date of transfer all the existing welfare schemes, like the scheme for Death Relief Fund, DESLU Engineers benevolent Fund Scheme, or similar schemes which are in operation in the Board shall be continued by the transferees on the same terms and conditions and shall be given full effect and shall not be discontinued on account of deficiency in funds to maintain such schemes. 11) All proceedings including disciplinary proceedings pending against the personnel prior to the date of the transfer from the Board to the transferees, or which may relate to misconduct, lapses or acts of commission or omission committed before the date of the transfer, shall not abate and may be continued by the relevant transferee. 12) The personnel transferred to the transferees, shall be deemed to have entered into agreements with the respective transferee s to repay loans, advances and other sums due or otherwise perform obligations undertaken by them to the Board which remain outstanding as on the date of the transfer, on the same terms and conditions as contained in the agreements or arrangements with the Board. 13) The employees of the Government or the Central Government working under the Board, who are assigned to electricity generation, transmission, sub- transmission, distribution and supply-related or any other activities of the board shall not be governed by these rules except that such employees shall continue to work on deputation in the transferee to whom they have been assigned under the said Order of the Government on the same terms and conditions as were i n the Board till such time the services are required by the transferee or till the expiry of the period of deputation whichever is earlier. Rule 8 deals with the liabilities in relation to pending suits, and proceedings; it provides as follows: "8. Pending Suits, Proceedings (1) All proceedings of whatever nature by or against the Board pending on the date of the transfer shall not abate or discontinue or otherwise in any way prejudicially be affected and the proceedings may be continued, prosecuted and enforced, by or against the transferee to whom the same are assigned in accordance with these rules. Pending Suits, Proceedings (1) All proceedings of whatever nature by or against the Board pending on the date of the transfer shall not abate or discontinue or otherwise in any way prejudicially be affected and the proceedings may be continued, prosecuted and enforced, by or against the transferee to whom the same are assigned in accordance with these rules. (2) The proceedings mentioned in sub- rule (1) may be continued in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Board if the transfers specified in these rules had not been made. (3)Notwithstanding anything contained in these rules including the schedules, the liabilities arising out of litigation, suits, claims, etc, pending on the date of the transfer and/ or arising due to events prior to the date of the transfer shall be borne by the relevant distribution company viz DISCOM 1, discom 2 and DISCOM 3 respectively, subject to a maximum of Rs. 1 crore per annum. Any amount above this shall be to the account of the Holding Company in the event for any reason the Commission does not allow the amount to be included in the revenue Requirement of the DISCOM?" ( 13 ) THE relevant provisions of the Act are as follows: section 15 - Reorganisation of Delhi Vidyut Board and transfer of properties, functions and duties thereof (1) With effect from the date on which a transfer scheme prepared by the government to give effect to the objects and purposes of this Act, is published or such further date as may be specified by the Government (hereinafter referred to as "the effective date `), any property, interest in property, rights and liabilities which immediately before the effective date belonged to the Board shall vest in the Government. (2) The Government may transfer such property, interest in property, rights and liabilities to any company or companies established under section 14 for the purpose in accordance with the transfer scheme prepared therefore. (2) The Government may transfer such property, interest in property, rights and liabilities to any company or companies established under section 14 for the purpose in accordance with the transfer scheme prepared therefore. (3) Such of the rights and powers to be exercised by the Board under the electricity (Supply) Act, 1948 (54 of 1948), as the Government may, by notification in the Official Gazette, specify, shall be exercisable by a company or companies established as the case may be, under section 14, for the purpose of discharge of the functions and duties with which it is entrusted. (4) Notwithstanding anything contained in this section or any other Act, where-- (a) the transfer scheme involves the transfer of any property or rights to any person or undertaking not wholly owned by the Government, the scheme shall give effect to the transfer only after asset valuation; (b) where any transaction of any description is effected in pursuance of a transfer scheme, it shall be binding on all persons including third parties, even if such persons have not consented to it. (5) The Government may require any transmitting or distributing company established under the provisions of sub-section (1) of section 14 (hereinafter referred to as "the transferor licensee `), or any generating company to draw up a transfer scheme to vest in a further licensee or licensees (the "transferee licensee or licensees `), or any generating company, any property, interest in property, rights and liabilities which have been vested in the transferor licensee or generating company, as the case may be, under this section and publish the same in the Official Gazette. The transfer scheme to be notified under this sub-section shall have the same effect as a transfer scheme under sub-section (2 ). The transfer scheme to be notified under this sub-section shall have the same effect as a transfer scheme under sub-section (2 ). (6) A transfer scheme may-- (a) provide for the formation of subsidiaries, joint venture companies or other schemes of division, amalgamation, merger, reconstruction or arrangements; (b) define the property, interest in property, rights and liabilities to be allocated-- (i) by specifying or describing the property, rights and liabilities in question, (ii) by referring to all the property, interest in property, rights and liabilities comprised in a specified part of the transferors undertaking, or (iii) partly in the one way and partly in the other: provided that the property, interest in property, rights and liabilities shall be subject to such further transfer as the Government may specify; (c) provide that any rights or liabilities specified or described in the scheme shall be enforceable by or against the transferor or the transferee; (d) impose on any licensee an obligation to enter into such written agreements with, or execute such other instruments in favour of any other subsequent licensee as may be specified in the scheme; (e) make such supplemental, incidental and consequential provisions as the transferor licensee considers appropriate including provision specifying the order in which any transfer or transaction is to be regarded as taking effect; (f) provide that the transfer shall be provisional subject to the provisions of section 18. (7) All debts and obligations incurred, all contracts entered into and all matters and things done by, with or for the Board, or a company or companies established as the case may be, under section 14 or generating company or distribution company or companies before a transfer scheme becomes effective shall, to the extent specified in the relevant transfer scheme, be deemed to have been incurred, entered into or done by, with or for the Government or the transferee and all suits or other legal proceedings instituted by or against the board or transferor, as the case may be, may be continued or instituted by or against the Government or concerned transferee, as the case may be. (8) In the event a licensee is required to vest any part of its undertakings in another licensee pursuant to sub-section (5), the Government shall amend the transferee licence in accordance with section 24 or revoke its licence in accordance with section 23. (8) In the event a licensee is required to vest any part of its undertakings in another licensee pursuant to sub-section (5), the Government shall amend the transferee licence in accordance with section 24 or revoke its licence in accordance with section 23. (9) The Board shall cease to exist with the transfer of functions and duties specified and with the transfer of assets as on the effective date. (10) The exercise by a licensee of any of Board s rights and powers may be made on such conditions as shall be specified in the transfer scheme including a condition that such rights and powers shall be exercised by the licensee only with the approval of the Commission/government. Section 16- Provisions relating to personnel- (1) The Government may by a transfer scheme provide for the transfer of the personnel from the Board to a company or companies established as the case may be, under Section 14 and distribution companies ( hereinafter referred to as ? transferee company or companies?) on the vesting of properties, rights and liabilities in a company or companies established as the case may be, under Section 14 or the distribution companies. (2) Upon such transfers the personnel shall hold office in the transferee company on terms and conditions that may be specified in the transfer scheme subject, however, to the following, namely:- (a) that the terms and conditions of the service applicable to them in the transferee company shall not in any way, be less favourable than or inferior to those applicable to them immediately before the transfer; (b) that the personnel shall have continuity of service in all respects; and (c) that the benefits of service accrued before the transfer shall be fully recognized and taken in account for all purposes including the payment of any and all terminal benefits?. ( 14 ) THE petitioners in these proceedings rely on a letter/ office order dated 30. 9. 2002. By that office order, issued by the Delhi Power Supply company a clarification was issued that all liabilities towards arrears of pay and allowances to retirees on account of revision of pay/ court orders for the period upto 30. 6. 2002 would be borne and paid by the holding company. ( 15 ) ON 21. 1. 2004 the Government of NCT issued the impugned order in exercise of its power under Rule 12. 6. 2002 would be borne and paid by the holding company. ( 15 ) ON 21. 1. 2004 the Government of NCT issued the impugned order in exercise of its power under Rule 12. The said order reads as follows:- ( 51 ) THAT brings me to a discussion as to whether the impugned letter was an impermissible and ultra vires exercise of power, beyond the four corners of section 57. A textual interpretation of the provision would seem to support the contention. However, as explained above, no provision of the Act has been varied, nor has any fresh liability, which was not visualized, been created, by the impugned letter. There can be no dispute about the proposition in Nazir ahmed s case, that where a statute mandates an particular procedure, that has to be followed, and no other method of performing that act is permissible. However, as explained in the preceding part of this judgment, a conjoint reading of sections 15 and 16 lead to the conclusion that the statute itself envisioned assignment of liabilities to various successor entities or companies. Therefore, there was no question of the Government using powers under Section 57. ( 52 ) SECTION 57 is a power, the species of which exists in several enactments, particularly where the legislation is new, and the lawmakers realize that there may be unforseen situations which would have to be dealt with. The executive authority, in such cases, is armed with the power to remove diffculties, by issuing orders, not inconsistent with express provisions. It has been held by the Supreme Court that in exercise of similar powers, a permanent mechanism can be put in place (see Munishwar Dutt Pandey vs. Ranjeet Tiwari 1997 (3) SCC 599 ). Viewed from this perspective, the issuance ofthe impugned letter cannot be traced to the power under Section 57. ( 53 ) THE Act was brought into force by a Notification dated 8. 3. 2001. However, it merely outlined the scheme of unbundling. The actual statutory steps to effectuate the legislative mandate were put into place with effect from 1. 7. 2002, when the transfer scheme was brought into force. Rule 12 enables the government, in the event of doubts or disputes, or issues arising in regard to the transfers under the rules, to take decisions. Such decisions are to be necessarily within the four corners of the DERA. 7. 2002, when the transfer scheme was brought into force. Rule 12 enables the government, in the event of doubts or disputes, or issues arising in regard to the transfers under the rules, to take decisions. Such decisions are to be necessarily within the four corners of the DERA. The petitioners had relied upon a communication of the Delhi Power Company Ltd. , issued some time in 2002, and contented that it reflected the understanding of DPL, that liabilities and pending proceedings were to fall to the share of the holding company. Apart from the disclaimer on behalf of the DPL, in these proceedings, on the ground that such a communication had been issued without authority and on the concerned officials understandidng of the rules, I am of the opinion that the views of some officials, even expressed through Circulars, do not bind statutory authorities. At any rate the Courts, where ever appropriate occasions arise would have to interpret the meaning of the provisions as they exist and for that purpose, seek such aid as is permissible for the task, and are not in any way bound by the interpretations contained in letters or Circulars. In the preceding part of the judgment, the correct interpretation has been explained in the light of Sections 15,16 as well as Rules 6 and 8. Therefore, the contention that the Delhi Power Supply Company had at some stage professed one interpretation, would not be conclusive. ( 54 ) THERE can be no hard and fast rule of construction as to the liability of a successor entity, in relation to business, or industrial activities, of a "taken over ` unit, particularly in relation to employer related issues. In anakapalle Coop. Agricultural and Industrial Society Ltd. v. Workmen,1963 Supp (1) SCR 730, the Supreme Court held as follows:"the question as to whether a purchaser of an industrial concern can be held to be a successor-in-interest of the vendor will have to be decided on a consideration of several relevant facts. Did the purchaser purchase the whole of the business. Was the business purchased a going concern at the time of the sale transaction. Is the business purchased carried on at the same place as before. Is the business carried on without a substantial break in time. Did the purchaser purchase the whole of the business. Was the business purchased a going concern at the time of the sale transaction. Is the business purchased carried on at the same place as before. Is the business carried on without a substantial break in time. Is the business carried on by the purchaser the same or similar to the business in the hands of the vendor. If there has been a break in the continuity of the business, what is the nature of the break and what were the reasons responsible for it. What is the length of the break. Has goodwill been purchased? Is the purchase only of some parts and the purchaser having purchased the said parts purchased some other new parts and started a business of his own which is not the same as the old business but is similar to it. These and all other relevant factors have to be borne in mind in deciding the question as to whether the purchaser can be said to be successor-in-interest of the vendor for the purpose of industrial adjudication. It is hardly necessary to emphasise in this connection that though all the facts to which we have referred by way of illustration are relevant, it would be unreasonable to exaggerate the importance of any one of these facts or to adopt the inflexible rule that the presence or absence of any one of them is decisive of the matter one way or the other. If industrial adjudication were to insist that a purchaser must purchase the whole of the property of the vendor concern before he can be regarded as a successor-in-interest, it is quite likely that just an insignificant portion of the property may not be the subject-matter of the conveyance and it may be urged that the exclusion of the said fraction precludes industrial adjudication from treating the purchaser as a successor-in- interest. Such a plea, however, cannot be entertained for the simple reason that in deciding this question, industrial adjudication will look at the substance of the matter and not be guided solely by the form of the transfer. What we have said about the entirety of the property belonging to the vendor concern, will apply also to the goodwill which is an intangible asset of any industrial concern. What we have said about the entirety of the property belonging to the vendor concern, will apply also to the goodwill which is an intangible asset of any industrial concern. If goodwill along with the rest of the tangible property has been sold, that would strongly support the plea that the purchaser is a successor-in- interest; but it does not follow that if goodwill has not been sold, that alone will necessarily show that the transferee is not a successor-in-interest. The decision of the question must ultimately depend upon the evaluation of all relevant factors and it cannot be reached by treating any one of them as of over-riding or conclusive significance. " ( 55 ) IN the later decision, reported as Bhagwan Dass Chopra v. United Bank of India, 1987 Supp SCC 536, the Court emphasized the need to adopt certain principles, on the issue, as follows:"however, necessary to evolve a reasonable procedure to deal with cases where a devolution of interest takes place during the pendency of a proceeding arising under the Industrial Disputes Act, 1947. In the circumstances it is reasonable to hold that in every case of transfer, devolution, merger, takeover or a scheme of amalgamation under which the rights and liabilities of one company or corporation stand transferred to or devolve upon another company or corporation either under a private treaty, or a judicial order or under a law the transferee company or corporation as a successor-in-interest becomes subject to all the liabilities of the transferor company or corporation and becomes entitled to all the rights of the transferor company or corporation subject to the terms and conditions of the contract of transfer or merger, the scheme of amalgamation and the legal provisions as the case may be under which such transfer, devolution, merger, takeover or amalgamation as the case may be may have taken place. It follows that subject to such terms it becomes liable to be impleaded or becomes entitled to be impleaded in the place of or in addition to the transferor company or corporation in any action, suit or proceeding filed against the transferor company or corporation by a third party or filed by the transferor company or corporation against a third party and that whatever steps have already taken place in those proceedings will continue to operate against and be binding on the transferee company or corporation in the same way in which they operate against a person on whom any interest has devolved in any of the ways mentioned in Rule 10 of Order 22 of the Code of Civil Procedure, 1908 subject of course to any terms in the contract of transfer or merger, scheme of amalgamation or other relevant legal provisions governing the transaction under which the transferee company or corporation has become the successor-in-interest of the transferor company or corporation. "the contribution placed upon provision of DERA and the rules accords with the principles laid down in the above directions. ( 56 ) THAT leaves me to consider the question of whether the express provisions in Rule 6 and Section 16 spell out an intention that these were special provisions applicable to all class of employees and therefore the non obstente clause, contained in rule 8 (3) has to be read down. Counsel for the petitioner had stated that the special provisions would prevail and the liability sought to be imported by Rule 8, cannot apply. The well-settled position that a non obstente clause cannot control but has to be read in the context of the enacting provisions of the statute in my opinion does not detract from my conclusions. Here as discussed in the preceding paragraphs, Section 15 (7), Rule 5 (2); Rule 6 (11) and Rule 6 (1) manifest the intention to assign liability to the transferee organizations. Therefore, Rule 8 (3) does not create any new liability or obligation; it expresses the intention manifestly in clear terms. This interpretation hamonizes the facial conflict sought to be highlighted on behalf of the petitioners. Therefore, Rule 8 (3) does not create any new liability or obligation; it expresses the intention manifestly in clear terms. This interpretation hamonizes the facial conflict sought to be highlighted on behalf of the petitioners. ( 57 ) IN the light of the above discussion, I hold as follows: (a) By virtue of various provisions of DERA and the transfer scheme, the DISCOMS are successor entities in relation to liabilities and proceedings as well as contingent liabilities, in respect of employee related/past employee related claims, issues and orders that are not covered by Sections16 and Rule 6; (b) The petitioner would be a successor entity in relation to pending proceedings as also claims for satisfaction of liabilities arising prior to 1. 7. 2002 in respect of such past employees, or employee related claims which arose for such past period, after coming into force of the transfer scheme. Such liabilities would be determinable having regard to the distribution activity as per the relevant schedule to thetransfer scheme;] (c) the impugned letter is neither illegal nor arbitrary and was issued in valid exercise of Rule 12; ( 58 ) FOR the foregoing reasons, the reliefs claimed in the petition cannot be granted. The writ petition is accordingly dismissed with no orders as to costs. .