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2008 DIGILAW 104 (KAR)

Gulf Oil Corporation Ltd. v. State of Karnataka

2008-02-13

RAM MOHAN REDDY

body2008
ORDER Ram Mohan Reddy, J.— This petition is for directions to the respondent-State and its authorities to execute the Sale Deed in respect of the land measuring 4,495.372 sq. mts. bearing Municipal No. 277, 2nd Main Road, Malleshwaram, Bangalore; to refrain from interfering with the petitioner's peaceful possession and enjoyment of the said property and to quash the communication dated 1/5-10-2004 Annexure-"X" of the 2nd respondent 2. Facts material for decision making are: The Government Industrial and Testing Laboratory was started in 1981 as a Government venture with the main object of manufacture of Pharmaceutical requirements of several Government Departments and for testing and Research Laboratory, to investigate into industrial problems as well as to ensure proper purchase of materials by the Government This laboratory was converted into a joint stock company in the name and style "The Mysore Industrial and Testing Laboratory Limited" (for short 'MITL') pursuant, to the Government order No. D/5921-35/I and C 175-4326 dated 8-3-1945. The immovable property measuring approximately Six acres of land with building located at Sankey Road, Bangalore, though initially on a 20 year lease, from the State, was subsequently conveyed, absolutely, in favour of MITL by execution and registration of the Deed of sale bearing Document No. 1540/1967-68 dated 17-08-1967 in the office of the Head-Quarter Sub-Registrar, Gandhinagar, Bangalore. 3. This Court, in Company Petition No. 2/1973 C/w. C.A. No. 400/1972 by order dated 7-9-1973 accorded its imprimatur to the scheme of amalgamation by which M/s. MITL stood amalgamated with M/s. Indian Detonators Limited (for short 'IDL'), a Company incorporated under the Companies Act, 1956 in the State of Andhra Pradesh. The High Court of Judicature, Andhra Pradesh at Hyderabad, by order dated 23-09-1973 in Company Petition No. 4/ 1973 filed by IDL, invoking the jurisdiction under Section 391(2) of the Companies Act, 1956, accorded sanction to the scheme of amalgamation. 4. IDL subsequently changed its name to IDL Chemicals Limited and thereafter to IDL Industries Limited and finally to M/s. Gulf Oil Corporation Limited, - the petitioner herein, as set out in the fresh certificate of incorporation consequent upon change of name, dated 22-08-2002, Annexure- "A" issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. 5. At the request of IDL, the State of Mysore resolved to transfer 12 acres of land with building abutting the property of MITL and facing Sankey Road to IDL on payment of market value. 5. At the request of IDL, the State of Mysore resolved to transfer 12 acres of land with building abutting the property of MITL and facing Sankey Road to IDL on payment of market value. The action of the state and its authorities, following the decision, in chronological order, are: (i) letter dated 2/5-1-1971 Annexure-"B" of the Under Secretary of Government, Agriculture and Forest Department, informing M/s. IDL, the decision of the Government of Mysore to transfer the area of 1.2 acres of land with building on payment of market value of the land as well as the structures; (ii) letter dated 9/10th August 1971 Annexure-"C" of the Under Secretary, addressed to M/s. IDL over the action initiated by the Chief Conservator of Forest to secure the valuation of the land and structures, whereafter would be informed of the amount to be paid for transfer. (iii) the letter dated 28-08-1973 Annexure-"D" informing MITL the decision of the State to recover Rs. 6,43,203/- constituting the market value of the immovable property and structures thereto, to be transferred, subject to payment in three installments, the first being Rs. 2.62 lakhs for transfer of land; the second Rs. 0.89 lakhs after six months for transfer of residential quarters and the third, the balance of Rs. 2,92,203/- after one year of the first installment, for transfer the Sandalwood godown and surrounding areas, by the Forest Department. (iv) The Government Order No. AFD. 363 FGL 69, Bangalore dated 10-01-1974 Annexure-"E", according sanction to transfer the property of the Forest Department, at Malleswaram, abutting the property of MITL, disclosing the market value as: (a) 1,2 acres of land Rs. 4,26,800/- (b) Sandalwood godown Rs. 1,91,356/- (c) One building Rs. 25,047/- Total Rs. 6,43,203/- subject to payment in installments, the first of which to be paid on or before 31-01-1974, the second on or before 31-07-1974 and the last on or before 31-01-1975 failing which liability to pay simple interest at 9% for the first year of default and penal interest at 13% for the subsequent default, until the date of payment or recovery. In addition, IDL was restrained from alienating, sub-letting, mortgaging or selling the land to any individual or company, or if" the Company becomes defunct, and in any such event, the property to revert to the Forest Department, The State reserved its right to use the roads and paths inside the premises for ingress and egress until such time the entire rough wood stored in the building, was removed completely by the Department within a period of one year, (v) G.O. No. AFD 363 FGL 69 Bangalore dated 13-03-1974 Annexure-"G" brought about changes in one of the conditions to the Government order Annexure-"E" by withdrawing Clause (6) relating to condition of non-alienation by incorporating a fresh clause permitting IDL, its subsidiaries and connected Enterprises to use the property for any purpose and liberty to make a charge or create other encumbrances over the said property for raising finances for its business and. lastly that if the existing factory of the Company is shifted to any other location in the State of Karnataka, the Company would be at liberty to dispose off the said property in any manner it deems fit but not otherwise. (vi) The letter dated 16-08-1974 of IDL Annexure-"H", furnished particulars of the deposit made on 14-08-1974 in a sum of Rs. 6,55,936/- which included interest upto 12-08-1974 in response to the Government order Annexure-"E" and sought transfer of the property in question. (vii) The communication dated 31-03-1975 Annexure-"J" of the 1st respondent to M/s. IDL made reference to the instructions issued to the Chief Conservator of Forest, by letter dated 19-02-1975 with a request to approach the 2nd respondent for execution of necessary agreement and to secure possession of the property. (viii) the letter dated 4-8-1975 Annexure-"K" of the 2nd respondent addressed to MITL stated that instructions were issued to the Divisional Forest Officer, Bangalore Division, Bangalore to hand over possession of the property in question. (ix) The letter dated 19-12-1975 Annexure- "L" of the Divisional Forest Office, Bangalore, is an acknowledgement, for having delivered possession of the officers quarters and the Sandal storage shed on 18-09-1975 and 15-12-1975, respectively, in favour of IDL. (x) The 1st respondent, by order No. AFD, 363. FGL. 69, Bangalore dated 22-03-1976 Annexure-"M", issued a corrigendum to correct the extent of property as 1.1 acres instead of 1.2 acres and the value of the garage as Rs. (x) The 1st respondent, by order No. AFD, 363. FGL. 69, Bangalore dated 22-03-1976 Annexure-"M", issued a corrigendum to correct the extent of property as 1.1 acres instead of 1.2 acres and the value of the garage as Rs. 2,671/- when added to the total value of Rs. 6,43,203/-was Rs. 6,45,874/-. (xi) By letter dated 2-3-1985 Annexure-"Q", the 1st respondent called upon M/s. IDL to redeliver possession of a small extent of 70.10 sq. yards from the property in question for providing ingress and egress to the residence of the 2nd respondent subject to bilateral terms to be finalised. 6. On the coming into force of the Urban Land (Ceiling and Regulation) Act, 1976, in the State of Karnataka, on the application filed by IDL the State Government, by order dated 27-01-1978 Annexure-"P", exempted IDL from holding excess vacant land subject to use of the said land for industrial purposes. Bangalore Development Authority, by letter dated 11-07-1986 Annexure-"S", in exercise of jurisdiction Under Sub-section (1) of Section 15 of the Karnataka Town and Country Planning Act, 1961 ('KTCP Act' for short) accorded permission for change of land use from public to industrial purposes. The BDA by another order dated 28-07-1999 Annexure-"T", in exercise of power Under Sub-section (1) of Section 15 of the KTCP Act, after obtaining concurrence of the State Government, by order dated 11-11-1998, as set out in Reference No. 2 to the said order, accorded permission to IDL for change of land use from industrial to 20% for residential and 80% for commercial purposes. 7. M/s. IDL responded to the letters dated 25th and 27th August 2004 of the 1st respondent, by reply dated 21-09-2004 Annexure-"W", bringing to fore the fact of change in the name of the company from M/s. IDL to Gulf Oil Corporation and the allotment of land at Yelahanka by M/s. Karnataka Industrial Area Development Board ('KIADB' for short), where M/s. IDL, during 1995 shifted its expansion and operation of the company due to locational guidelines of the Government of India prohibiting the expansion programme on the land in question. 8. 8. The 2nd respondent, alleging that the petitioner entered into an agreement to sell the lands in question to M/s. Abhishek Developers, Mantri Group, Bangalore on 28-07-2003 and Development Agreement dated 28-06-2003 and that IDL sold the property to the petitioner-company and therefore, IDL was defunct resulting in breach of Condition No. 8 of Government Order dated 10-01-1974 Annexure-"E", accordingly informed the petitioner by communication dated 1/5-10-2004 Annexure-"X". Hence, this writ petition. 9. The petition is opposed by filing Statement of objections dated 21-1-2006 of the respondents. While not denying the aforestated facts, however contends that the immovable property measuring 4,495.372 sq. mts. bearing Municipal No. 277, 2nd Main Road, Malleswaram, was transferred to IDL subject to the condition of non-alienation and that in the event the Company becomes defunct, the property to revert to the Forest Department Respondents have taken serious exception to the use of the words "sell or sold" in the writ petition by contending that the Government did not at any time, direct sale of the land except transfer subject to conditions, and as no Sale Deed was executed, is not entitled to writ of mandamus. It is further contended that the letter dated 1-09-2004 Annexure-"R1" of M/s. Abhishek Developers, the agreement of sale Annexure-"R2" dated 28-07-2003 between the petitioner and M/s. Abhishek Developers for the sale of 29,015.77 sq. mts. of land bearing Sy. No. 2052-2077, 2nd Main Road, 18th Cross, Sankey Road, Malleswaram, Bangalore, being a portion of the property in question, coupled with the development agreement dated 28-06-2003 Annexure-"R3", the Forest Department initiated action in the matter. It is next contended that though IDL changed its name to Gulf Oil Corporation Limited, there being no change in the purpose for which the land was transferred, to develop a pharmaceutical complex, the agreements Annexures R-2 and R-3 are in the direction of establishing the change of use of the land to residential and the Company having become defunct, in terms of Condition No. 8 in the Government Order Annexure-"E", the property in question ought to revert to the Forest Department, Lastly it is stated that in W.P. No. 31343/1995 heard before the Lok Adalat, interim directions are issued on 25-08-2004 and 8-9-2004 Annexures "R4" and "R5" respectively. 10. 10. After hearing the learned Counsel for the petitioner on 5-12-2007, the learned AGA, on being directed, produced the original file pertaining to the transfer in question maintained by the State. Learned Senior counsel for the petitioner, and Sri. B.V. Acharya, learned Advocate General for the respondents, were heard. 11. Before proceeding to consider the contentions advanced by the learned Counsel for the parties, it is useful to refer to the notes in the file made available by the learned Advocate General. An area of 13 acres of land adjacent to the property of MITL, existed the Foxiest Research Laboratory, under the control of the State Government which was transferred to the Government of India and thereafterwards known as the Central Forest Research Institute. Note No. 39 dated 24-09-1970 of the Secretary, A and FD It is stated that the State Government was expected to surrender only about 1 acre of land to be compensates by an area of 4 acres from out of the 13 acres of Central Forest Research Institute by the Government of India. The proposal to hand over 1 acre of land to M/s. MITL for expansion programme, was directed to be placed before the Cabinet for approval by the Minister of State for forest on 12-10-1970. The Hon'ble Minister of State for Forest on 17-10-1970 recorded thus: Before any letter is addressed to Government of India, the idea of giving consent to part with the land of the department with the Sandal wood godown, should be brought to the notice of the Cabinet. Hence draft Cabinet note may be put up for approval. On 16-10-1970, the Secretary, A and F Department put up a note to request the Government of India, Ministry of Food and Agriculture to reconvey 4 acres of land from out of 13 acres under their control on the understanding that 2 acres out of this would be passed on to the MITL authorities in addition to the State Government's land in front of MITL premises which was proposed to be released in their favour. Note No. 43 records the proposal to sell the portion of land as decided by the Minister during his visit to the site on 25-08-1970, to IDL, Hyderabad, which matter to be brought before the Cabinet for approval. Note No. 43 records the proposal to sell the portion of land as decided by the Minister during his visit to the site on 25-08-1970, to IDL, Hyderabad, which matter to be brought before the Cabinet for approval. On 5-12-1970, a draft cabinet note was approved as found at Note 47, providing details of the buildings existing in the extent of 1.2 acres of land proposed to be transferred to M/s. MITL. Paragraph 6 of the said note reads thus: The Union Minister for Food and Agriculture replied stating that he is agreeable to make available only one acre of land out of the lands in possession of the Forest Research Laboratory. The proceedings of the Fortieth meeting of the Cabinet held on 9th December, 1970 in Subject: C.529/70 reads thus; Decision of Cabinet An area of 1,2 acres (approximately) at present occupied by the Sandalwood Godown and newly constructed buildings in between the limits of the present premises of the Indian Detonators Ltd., and the Sankey Road, Belonging to and in possession of the Forest Department, may be transferred to the Indian Detonators Ltd., on payment of the market value, to be negotiated with the Company, on the basis of the values of similar/and adjoining lands, and on. recovery of the amount of actual expenditure incurred on the new constructions on the land. Sd/- Veerendra Patil, Chief Minister (9-12-1970) Note No. 64 dated 12-10-1971 discloses a loud thinking as to whether it was reasonable to recover Rs. 6,41,300/- as cost of 1 ½ acres of land agreed to be released in favour of the Company, as the basis of the valuation was the value of the land in that area used as house sites and further whether there was at all any chance of the land ever being used as a house site and therefore a suggestion in the alternative to lease out the land for a sufficiently long period, that is for 99 years or so. It further transpires that the 2nd respondent -Conservator of Forest recommended the transfer to be subject to non-alienation condition which when considered by the Law Department on 24-06-1974, was shot down as impermissible in view of Section 10 of the Transfer of Property" Act. 12. It further transpires that the 2nd respondent -Conservator of Forest recommended the transfer to be subject to non-alienation condition which when considered by the Law Department on 24-06-1974, was shot down as impermissible in view of Section 10 of the Transfer of Property" Act. 12. The Minister of Forest, on 25-01-1975 while recording the commitment of the State Government to transfer the piece of land to MITL, and noticing that the recommendation of the 2nd respondent was not accepted by the Law Department, coupled with the fact that MITL performed its part of the obligation, directed the 2nd respondent to comply with the Government, order. 13. The notings in the file disclose that it is the 2nd respondent, who though directed did not execute document of transfer on the premise that the Government orders did not. specify as to who is to pay the stamp duty and registration charge for registration of the Deed of transfer and whether the right to the trees grown on the land, ought to be reserved. 14. From the aforesaid admitted facts, what emerges is that the Ministers of the Cabinet, answerable to the House of People, passed a resolution - a conscious decision to part with the immovable property measuring 1.2 acres of land located adjacent to the property belonging to MITL and facing the Sankey road, by way of a transfer on payment of market value as against which the Government of India, agreed to transfer one acre from out of the 13 acres of land housing the Central Forest Research Institute adjacent to the land belonging to the State under the control of the Forest Department Though the resolution of the Cabinet to transfer the land for market value, was without any condition, the Government Order dated 10-01-1974 Annexure-"E" subjected the transfer to conditions of non-alienation and the land to revert to the Forest Department in the event the Company becomes defunct, apparently at the instance of the 2nd respondent, which were, post decision of the Cabinet. The condition of non-alienation was reconsidered by the State, at the request of the MITL, resulting in another G.O. dated 13-03-1974 Annexure-"G" whereunder M/s. IDL was invested with a right to dispose of the said property, in any manner, in the event the existing factory of the Company was shifted to any other location in the State of Karnataka. The condition of non-alienation was reconsidered by the State, at the request of the MITL, resulting in another G.O. dated 13-03-1974 Annexure-"G" whereunder M/s. IDL was invested with a right to dispose of the said property, in any manner, in the event the existing factory of the Company was shifted to any other location in the State of Karnataka. The word 'not otherwise' as found in the condition curtails the right of M/s. IDL, to dispose off the properly in any other eventuality. 15. The payment by IDL on 14.08.1974 of the market value of the property with delivery of possession on 18.09.1975 and 15.12.1975 ever since when IDL is admittedly in peaceful possession and enjoyment of the property without interference from the State and its authorities, completed the transaction of transfer but for registration of the deed. The fact that the Central Government agreed to release to the state, one acre of land from out of 13 acres of land in the Central Forest Research Institute, lying adjacent to the lands belonging to the state, on Sankey Road, coupled with the fact that the price of 1.2 acres fixed at Rs. 6,43,203/- was based on a price which a residential site would fetch in the open market in the surrounding vicinity, an embarrassment to recover felt by the officers who suggested a 99 year lease, indicates that the State let IDL to believe that the transfer was by way of a conveyance. 16. This belief of IDL, is further fortified by the action of the State, in exempting the petitioner from holding excess vacant land, more appropriately the property in question amongst other properties by order dated 27.01.1978 Annexure - 'P', as also the order dated 11-07-1986 Annexure-"S" of the Bangalore Development Authority, the Competent authority under the Karnataka Town and Country Planning Act, permitting the change in land use from public to industrial purpose, and the order dated 28-07-1999 Annexure-"T" permitting the change in land use from industrial to 20% residential and 80% commercial. The orders Annexure 'S' and 'T' make reference to the orders of the State Government approving the change in land use. Thus, the State Government accepted, as a matter of fact, the petitioner's exercise of ownership rights over the land in question. 17. The orders Annexure 'S' and 'T' make reference to the orders of the State Government approving the change in land use. Thus, the State Government accepted, as a matter of fact, the petitioner's exercise of ownership rights over the land in question. 17. The 2nd respondent thwarted the attempts of the State to transfer the land on the premise that neither the Government order nor the Cabinet decision disclose as to who is to bear the stamp duty and the registration charges for the transfer and whether the State reserved a claim over the trees grown on the land. The Government Orders Annexures E and G are binding on the respondents and the non-carrying out of the instructions issued by the 1st respondent to the 2nd respondent, is nothing short of flouting the government directives. In these circumstances, the State cannot wriggle out its commitment to transfer the immovable property to M/s. IDL in compliance of the decision of the Cabinet of Ministers and the subsequent Government orders, 18. M/s. IDL having changed its name to Gulf Oil Corporation Limited, the petitioner herein, as certified by the Registrar of Companies in the fresh certificate of incorporation Annexure - A, consequent upon the change of name, the petitioner has made out a clear legal right and an imperative duty on the respondents to conclude the transaction by the due execution and registration of the Deed of transfer. 19. The first contention of the learned Advocate General that the petition deserves to be dismissed due to delay and latches need not detain the Court for long in the light of the decision of the Apex Court in Ram Chand and Others Vs. Union of India (UOI) and Others, JT (1993) 5 SC 466. The Apex Court, in the context of there being no time schedule to complete acquisition proceedings under the Land Acquisition Act, 1984, held thus: 16. On behalf of the respondents, it was pointed out that the petitioners have approached this Court only after making of the awards, or when awards were to be made, having waited for more than fourteen years, without invoking the jurisdiction of the High Court under Article 226 or of this Court under Article 32. On behalf of the respondents, it was pointed out that the petitioners have approached this Court only after making of the awards, or when awards were to be made, having waited for more than fourteen years, without invoking the jurisdiction of the High Court under Article 226 or of this Court under Article 32. It is true that this Court has taken note of delay on the part of the petitioners concerned in invoking the jurisdiction of the High Court or of this Court for quashing the land acquisition proceedings on the ground that the proceedings for acquisition of the lands in question have remained pending fore more than a decade, in the cases of Aflatoon and Others Vs. Lt. Governor of Delhi and Others, AIR 1974 SC 2077 and The Ramjas Foundation and Others Vs. Union of India and Others, AIR 1993 SC 852 ). According to us. the question of delay in invoking the writ jurisdiction of the High Court under Article 226 or of this Court under Article 32. has to be considered along with the inaction on the part of the authorities, who had to perform their statutory duties. (Emphasis supplied) 20. Indisputably, the State Government by communication Annexure-"J" having directed the 2nd respondent Conservator of Forest to execute the Sale Deed in compliance with the Government order Annexure-"E" and the subsequent communication Annexure-"K" of the 2nd respondent to the petitioner informing issue of instructions to the Divisional Forest Officer to hand over the possession of the property in question, it is needless to state that in the light of the inaction indolence, on the part of the 2nd respondent, on whom power is entrusted under the Rule of Law, having not discharged, truly, objectively, expeditiously for the purpose for which substantive acts/results are intended, and in the absence of appropriate explanation to the satisfaction of the court that he was prevented by circumstances for non compliance within a reasonable time, this petition cannot be rejected on the ground of delay and latches. Moreover, in the circumstances no prejudice will be caused to the respondents by entertaining this petition. 21. The words of Dr. Martin Luther King (Jr) in his letter from Alabama Prison as extracted by V.R. Krishna Iyer J., speaking to the Bench in Kishore Singh Ravinder Dev and Others Vs. Moreover, in the circumstances no prejudice will be caused to the respondents by entertaining this petition. 21. The words of Dr. Martin Luther King (Jr) in his letter from Alabama Prison as extracted by V.R. Krishna Iyer J., speaking to the Bench in Kishore Singh Ravinder Dev and Others Vs. State of Rajasthan, AIR 1981 SC 625 reported in Kishore Singh Ravinder Dev and Others Vs. State of Rajasthan, AIR 1981 SC 625 in the circumstances is apposite: Injustice anywhere is a threat to justice everywhere. We are caught in an inescapable network of mutuality, tied in a single garment of destiny. Whatever affects one directly affects all indirectly 22. It is elsewhere said that refusal to condone the delay feeds public injustice, puts a premium on lethargy and encourages mischief, which in the instant case would be the result of accepting the contention that the petition suffers from delay and latches. 23. It is next contended that the relief of mandamus is in the nature of granting a decree for specific performance and the petitioner has an alternative and efficacious remedy of instituting the suit for such reliefs and that exercise of discretion under Article 226 of the Constitution is uncalled for. 24. It is rather shocking to note that the State Government instead of honouring its legal obligation arising out of the Government Orders Annexures - 'E' and 'G' seeks to resile, without justification, from the decision to transfer the land at market value to IDL, though at no point of time the State refused to fulfill the decision of the Cabinet of Ministers. It is well-established that the duty to act fairly and to adopt a procedure which is "fair play in action" creates an obligation as a part of good administration and raises a reasonable or legitimate expectation in every citizen to be treated fairly in his interaction with the State and its instrumentalities, an element forming a necessary component of decision-making process in all said actions. In a democratic society governed by 'rule of law', it is the duty of the state to do what is fair and just to the citizen and the state should not seek to defeat the legitimate claim of the citizen by adopting a legalistic attitude, but should do what fairness and justice demands. In a democratic society governed by 'rule of law', it is the duty of the state to do what is fair and just to the citizen and the state should not seek to defeat the legitimate claim of the citizen by adopting a legalistic attitude, but should do what fairness and justice demands. Thus the State has to honour its legal obligation arising out of the Government Orders and not drive a citizen to file a suit 25. The answer to the aforesaid contention is no more res integra. The Apex Court, in Gujarat Steel Tubes Ltd. and Others Vs. Gujarat Steel Tubes Mazdoor Sabha and Others, AIR 1980 SC 1896 held thus: While the remedy under Article 226 is extraordinary and is of Anglo-Saxon vintage, it is not a carbon copy of English processes. Article 226 is a sparing surgery but the lancet operates where injustice suppurates. While traditional restraints like availability of alternative remedy hold back the court, and judicial power should not ordinarily rush in where the other two branches fear to tread, judicial daring is not daunted where riffling injustice demands even affirmative action. The wide words of Article 226 are designed for service of the lowly numbers in their grievances if the subject belongs to the court's province and the remedy is appropriate to the judicial process. There is a native hue about Article 226, without being anglophilic or anglophobic in attitude. Viewed from this jurisprudential perspective, we have to be cautious both in not overstepping as if Article 226 were as large as an appeal and not failing to intervene where a grave error has crept in. (Emphasis Supplied) 26. In Kishor Singh's case supra 2, the Apex court while dealing with personal liberty jurisprudence, observed that: A writ must right the wrong forthwith or must stand self-condemned as make-believe. Where justice is in jeopardy or freedom is in fetters the court is not non-aligned and acts with sensitive speed. Time is of the essence where otherwise torture is the consequence. 27. The Apex Court in ABL International Ltd. and Another Vs. Export Credit Guarantee Corporation of India Ltd. and Others, JT (2003) 10 SC 300 observed thus: 8. Where justice is in jeopardy or freedom is in fetters the court is not non-aligned and acts with sensitive speed. Time is of the essence where otherwise torture is the consequence. 27. The Apex Court in ABL International Ltd. and Another Vs. Export Credit Guarantee Corporation of India Ltd. and Others, JT (2003) 10 SC 300 observed thus: 8. As could be seen from the arguments addressed in this appeal and as also from the divergent views of the two courts below, one of the questions that tails for our consideration is whether a writ petition under Article 226 of the Constitution of India is maintainable to enforce a contractual obligation of the State or its instrumentality, by an aggrieved party. 9. In our opinion this question is no more res integra and is settled by a large number of judicial pronouncements of this Court. In K.N. Guruswamy Vs. The State of Mysore and Others, AIR 1954 SC 592 ), this Court held: (AIR pp. 595-96, para 20) 20. The next question is whether the appellant can complain of this by way of a writ. In our opinion, he could have done so in an ordinary case. The appellant is interested in these contracts and has a right under the laws of the State to receive the same treatment and be given the same chance as anybody else.... We would therefore in the ordinary course have given the appellant the writ he seeks. But, owing to the time which this matter has taken to reach us (a consequence for which the appellant is in no way to blame, for he has done all he could to have an early hearing), there is barely a fortnight of the contract left to go.... A unit would therefore be ineffective and as it is not our practice to issue meaningless writs we must dismiss this appeal and leave the appellant content with an enunciation of the law. 10. A unit would therefore be ineffective and as it is not our practice to issue meaningless writs we must dismiss this appeal and leave the appellant content with an enunciation of the law. 10. It is dear from the above observations of this Court in the said case, though a writ was not issued on the facts of that case, this Court has held that on a given set of facts if a State acts in an arbitrary manner even in a matter of contract, an aggrieved party can approach the court by way of writ under Article 226 of the Constitution and the court depending on facts of the said case is empowered to grant the relief. This judgment in K.N. Guruswamy Vs. The State of Mysore and Others, AIR 1954 SC 592 was followed subsequently by this Court in the case of D.F.O. v. Ram Sanehi Singh 1973 3 SCC 864 wherein this Court held: SCC p. 865, para 4 By that order he has deprived the respondent of a valuable right. We are unable to hold that merely because the source of the right which the respondent claims was initially in a contract, for obtaining relief against any arbitrary and unlawful action on the part of a public authority he must resort to a suit and not to a petition by way of a writ In view of the judgment of this Court in K.N. Guruswamy case there can be no doubt that the petition was maintainable, even if the right to relief arose out of an alleged breach of contract, where the action challenged was of a public authority invested with statutory power. (emphasis supplied) The Apex Court having considered all important earlier pronouncements of the Apex Court, which have a bearing on its decision making recorded its summary of findings thus: 27. From the above discussion of ours, the following legal principles emerge as to the maintainability of a writ petition: (a) In an appropriate case, a writ petition as against a State or an instrumentality of a State arising out of a contractual obligation is maintainable. (b) Merely because some disputed questions of fact arise for consideration, same cannot be a ground to refuse to entertain a writ petition in all cases as a matter of rule. (c) A writ petition involving a consequential relief of monetary claim is also maintainable. 28. (b) Merely because some disputed questions of fact arise for consideration, same cannot be a ground to refuse to entertain a writ petition in all cases as a matter of rule. (c) A writ petition involving a consequential relief of monetary claim is also maintainable. 28. However, while entertaining an objection as to the maintainability of a writ petition under Article 226 of the Constitution of India, the court should bear in mind the fact that the pouter to issue prerogative writs under Article 226 of the Constitution is plenary in nature and is not limited by any other provisions of the Constitution. The High Court having regard to the facts of the case, has a discretion to entertain or not to entertain a writ petition. The Court has imposed upon itself certain restrictions in the exercise of this power. (See Whirlpool Corporation Vs. Registrar of Trade Marks, Mumbai and Ors., AIR 1999 SC 22 ). and this plenary right of the High Court to issue a prerogative writ will not normally be exercised by the Court to the exclusion of oilier available remedies unless such action of the State or its instrumentality is arbitrary and unreasonable so as to violate the constitutional mandate of Article 14 or for other valid and legitimate reasons, for which the Court thinks it necessary to exercise the said jurisdiction. The learned Judges having considered the facts of the said case, recorded their conclusions which runs thus: 52. On the basis of the above conclusion of ours, the question still remains why should we grant the reliefs sought for by the appellants in a writ petition when a. suitable efficacious alternate remedy is available by way of a suit. The answer to this question, in our opinion, lies squarely in the decision of this Court in the case of Kumari Shrilekha Vidyarthi and Others Vs. State of U.P. and Others, AIR 1991 SC 537 wherein this Court held: (SCC pp. 235-37, paras 20-22 and 24) The requirement of Article 14 should extend even in the sphere of contractual matters for regulating the conduct of the State activity. State of U.P. and Others, AIR 1991 SC 537 wherein this Court held: (SCC pp. 235-37, paras 20-22 and 24) The requirement of Article 14 should extend even in the sphere of contractual matters for regulating the conduct of the State activity. Applicability of Article 14 to all executive actions of the State being settled and for the same reason its applicability at the threshold to the making of a contract in exercise of the executive power being beyond dispute, the State cannot thereafter cast off its personality and exercise unbridled power unfettered by the requirements of Article 14 in the sphere of contractual matters and claim to be governed therein only by private law principles applicable to private individuals whose rights flow only from the terms of the contract without anything more. The personality of the State, requiring regulation of its conduct in all spheres by requirements of Article 14, does not undergo such a radical change after the making of a contract merely because some contractual rights accrue to the other party in addition. It is not as if the requirements of Article 14 and contractual obligations are alien concepts, which cannot coexist. The Constitution does not envisage or permit unfairness or unreasonableness in State actions in any sphere of its activity contrary to the professed ideals in the preamble. Therefore, total exclusion of Article 14 - non-arbitrariness which is basic to rule of law -from State actions in contractual field is not justified. This is more so when the modern trend is also to examine the unreasonableness of a term in such contracts where the bargaining power is unequal so that these are not negotiated contracts but standard form contracts between unequals. Unlike the private parties the State while exercising its powers and discharging its functions, acts indubitably, as is expected of it, for public good and in public interest. The impact of every State action is also on public interest. It is really the nature of its personality as State which is significant and must characterize all its actions, in whatever field, and not the nature of function, contractual or otherwise, which is decisive of the nature of scrutiny permitted for examining the validity of its act. The impact of every State action is also on public interest. It is really the nature of its personality as State which is significant and must characterize all its actions, in whatever field, and not the nature of function, contractual or otherwise, which is decisive of the nature of scrutiny permitted for examining the validity of its act. The requirement of Article 14 being the duty to act fairly, Justly and reasonably, there is nothing which militates against the concept of requiring the State always to so act, even in contractual matters. This factor alone is sufficient to import at least the minimal requirements of public law obligations and impress with this character the contracts made by the State or its instrumentality. It is a different matter that the scope of judicial review in respect of disputes falling within the domain of contractual obligations may be more limited and in doubtful cases the parties may be relegated to adjudication of their rights by resort to remedies provided for adjudication o purely contractual disputes. However, to the extent, challenge is made on the ground of violation of Article 14 by alleging that the impugned act is arbitrary, unfair or unreasonable, the fad that the dispute also falls within the domain of contractual obligations would not relieve the State of its obligation to comply with the basic requirements of Article 14. To this extent, the obligation is of a public character invariably in every case irrespective of there being any other right or obligation in addition thereto. An additional contractual obligation cannot divest the claimant of the guarantee under Article 14 of non-arbitrariness at the hands of the State in any of its actions. 53. From the above, it is clear that when an instrumentality of the State acts contrary to public good and public interest, unfairly, unjustly and unreasonably, in its contractual, constitutional or statutory obligations, it really acts contrary to the constitutional guarantee found in Article 14 of the Constitution. Thus if we apply the above principle of applicability of Article 14 to the facts of this case, then we notice that the first respondent being an instrumentality of the State and a monopoly body had to be approached by the appellants by compulsion to cover its export risk. Thus if we apply the above principle of applicability of Article 14 to the facts of this case, then we notice that the first respondent being an instrumentality of the State and a monopoly body had to be approached by the appellants by compulsion to cover its export risk. The policy of insurance covering the risk of the appellants was issued by the first respondent after seeking all required information and after receiving huge sums of money as premium exceeding Rs. 16 lakhs. On facts we have found that the terms of the policy do not give room to any ambiguity as to the risk covered by the first respondent. We are also of the considered opinion that the liability of the first respondent under the policy arose when the default of the exporter occurred and thereafter when the Kazakhstan Government failed to fulfil its guarantee. There is no allegation that the contracts in question were obtained either by fraud or by misrepresentation. In such factual situation, we are of the opinion, the facts of this case do not and should not inhibit the High Court or this Court from granting the relief sought for by the petitioner. 54. Apart from the above reasons given by us to interfere with the Judgment of the Appellate Bench of the High Court, we have one other good reason why we should not drive the appellants to a suit The claim of the appellants was rejected by the respondent in the year 1994. The respondent challenged the basis of rejection by way of a writ petition in the year 1996. The objection as to the maintainability of the petition was rejected by the High Court by its judgment dated 15-05-1997. We are now at the end of the year 2003. We at this distance of time and stage of litigation, do not think it proper to relegate the parties to a suit To direct the appellants to approach a civil court at this stage would be doing injustice to the appellants. We are now at the end of the year 2003. We at this distance of time and stage of litigation, do not think it proper to relegate the parties to a suit To direct the appellants to approach a civil court at this stage would be doing injustice to the appellants. In this view of ours, we are supported by a number of decisions of this Court like in Shambhu Prasad Agarwal v. Bhola Ram Agarwal (2000) 9 SCC 714 wherein this Court though noticed the fact that the appellants had an alternate remedy for issuance of a letter of administration, it refused to dismiss the appeal on the grounds: (SCC p. 715, para 5) Since considerable time has elapsed, the interest of justice demands that the proceedings should come to an end as early as possible and that the appeal should not be dismissed merely on highly technical ground. 28. Tested in the light of the law declared by the Apex Court, the contention that the petitioner has an alternative and efficacious remedy disentitling the petitioner to the reliefs in exercise of extra-ordinary jurisdiction under Article 226 of the Constitution must necessarily foil and is accordingly, rejected. 29. Though a contention was advanced that there are several disputed questions of fact which need to be considered and which can be done only before a Civil Court of competent jurisdiction, I am not impressed by that submission. As noticed supra, facts are not in dispute. The annexures to the memorandum of writ petition and the file maintained by the State Government made available to this Court does not disclose any disputed facts, nor did the Learned Advocate General point out to any such facts. 30. A faint effort was made to contend that originally the transfer was in favour of a Government Company for public purpose namely extension of pharmaceutical complex and that as on date, the petitioner is interested in commercial exploitation by entering into agreement with developers for the said purpose and that the transfer was made to the Company by receiving a very small consideration and refusal to grant the relief will not cause irreparable injury. 31. The facts as narrated supra are not in the direction of establishing that the consideration in the form of market value of the land as on 1971 was a very small consideration as the notes discloses that Rs. 31. The facts as narrated supra are not in the direction of establishing that the consideration in the form of market value of the land as on 1971 was a very small consideration as the notes discloses that Rs. 6,43,203/- was market the value based on price fetched for a residential site during the year 1973, and the embarrassment as to whether such a huge claim could be claimed and recovered from the Company, while suggesting as alternative, a long-term lease. It is no doubt true that MITL was a Government company, nevertheless, until the Government shed its shares coupled with the imprimature of this Court permitting the scheme of amalgamation under Section 391 of the Companies Act, and the change of name of the Company to the existing Gulf Oil Corporation Ltd., and in the light of the orders of the State Government permitting the change of use of land from public to industrial, industrial; to residential/commercial; it cannot he in the mouth of the State to contend that the refusal of the relief in the Writ petition would not cause irreparable injury to the petitioner. The fact that the petitioner's expansion programme was impermissible in the premises in question, in view of the locational guidelines issued by the Government of India, required the shifting of expansion programme to a location at to Yelahanka, an industrial plot allotted by the Karnataka Industrial Area Development Board during the year 1982, read in conjunction with the condition regarding alienation as contained in the Government order Annexure-"G" permitting the petitioner to alienate the property in whatsoever manner it desires in the event of change of location of the factory to a place within the State of Karnataka, the State Government cannot be said to have any grievance if the petitioner decided to develop the property by entering into agreement with the developers. 32. Nextly it was contended that the location of the property requires that in public interest, it be retained as Government land rather than be in the hands of the petitioner dealing as real estate or developers for commercial exploitation. Indisputably, the State permitted the change of land use under the Karnataka Town and Country Planning Act, declaring the land in question for residential/commercial purposes and in that regard have issued a declaration in the form of a Master Plan 2007. Indisputably, the State permitted the change of land use under the Karnataka Town and Country Planning Act, declaring the land in question for residential/commercial purposes and in that regard have issued a declaration in the form of a Master Plan 2007. In the light of such a permission having been granted by the State as reflected in the order Annexure-"T" dated 28-07-1999 the state did not intend to retain this property in public interest, and it appears to be ruse and an after thought to resile from its earlier commitments and legal obligation. The State cannot be permitted to approbate and reprobate Moreover, the respondents having not placed relevant material before this Court which might throw light on the contention of public purpose is really to obtain a decision from this Court in the absence of material and information which a properly informed decision requires, in short to obtain a decision on imperfect knowledge. At this stage, it must be noticed that the 1st respondent-State did not decline to complete the transfer of the land by executing the document of transfer deed while it was the 2nd respondent - Principal Conservator of Forest who had put the spokes into the wheel since his official residence is located adjacent to the land in question. The interest of the 2nd respondent in the present case is personal than public, as the 2nd respondent did not seek the permission of the state to initiate action against the petitioner for alleged breach of terms of the Government order Annexure-"E" and "G" while taking upon himself the mantle which the State Government perhaps might or might not have done. 33. Learned Advocate General, while pointing out to Annexures "R3" and "R4", the interim orders passed in W.P. Nos. 31343/1995 said to be a public interest litigation over the implementation of Lakshman Rao Committee regarding preservation of lakes in Bangalore City, admittedly is heard before the lok-adalath, hence beyond the scope of this writ petition. It is for the state and the authorities to answer the reasonable queries posed by the Lok Adalat in the said writ petition. It is not for this Court to sit in judgment over the consequences of construction/erection of buildings on the land in question and its alleged impact on Sankey Tank. It is for the state and the authorities to answer the reasonable queries posed by the Lok Adalat in the said writ petition. It is not for this Court to sit in judgment over the consequences of construction/erection of buildings on the land in question and its alleged impact on Sankey Tank. The reliefs sought for in this writ petition as noticed supra are for a writ of mandamus to execute the transfer deed, and for a writ of certiorari to quash the communication issued by the 2nd respondent - Conservator of Forest. The question as to whether the use of the land for construction of residential/commercial buildings would have an environmental impact on the preservation of the Sankey Tank, is not a question that arises for decision making in this petition. 34. Lastly it is contended that the land being Government land falling within the provisions of the Governments Grants Act, 1895, the imposition of the conditions would not fall within the mischief of Section 10 of the Transfer of Property Act It is not the case of the petitioner that the Transfer Deed should not contain the conditions imposed in the Government orders Annexures "E" and "G" nor is its contention that the conditions imposed therein ought to be deleted. In that view of the matter, there is no necessity for this Court to further probe into and decide over the applicability or non-applicability of the Government Grants Act, 1895 to the transfer in question. 35. It is no doubt true that a writ of mandamus is not a writ of right but is awarded only in exercise of sound judicial discretion and to compel performance of act which in equity and good conscience ought to be performed, and granting of writ does not follow of necessity the showing of legal right Mandamus is designed to remedy a wrong, and not to promote wrong; while it would issue to ensure substantial justice being done and to accomplish a wrong or in aid of illegitimate or unlawful action. For issue of a writ of mandamus, petitioner has to establish clear right to such a relief and a peremptory duty on the part of the respondent to do the act in question. For issue of a writ of mandamus, petitioner has to establish clear right to such a relief and a peremptory duty on the part of the respondent to do the act in question. It is elementary though it is to be stated that no one can ask for a mandamus without a legal right In other words, there must be a judicially enforceable right as well as legally protected right before one suffering a legal grievance can ask for a mandamus, as pointed out by the Apex Court in the case of Mani Subrat Jain and Others Vs. State of Haryana and Others, AIR 1977 SC 276 . It is well established law that mandamus is a drastic and extraordinary writ to be issued only when: a) there is a clear legal right to the petitioner in the order sought; b) there is an imperative duty upon the respondent to perform, accompanied by a refusal if any; c) lack of any other adequate remedy; and d) properly invoked jurisdiction of the court; 36. In the facts of this case, it is more than abundantly clear that the petitioner has made out a clear legal right, judicially enforceable, as well as a legally protected right and an imperative duty cast upon the State and its authorities to perform, by complying its commitment to transfer the land in question in favour of the petitioner. Alternate remedy not being a bar, in my opinion, petitioner has properly invoked the writ jurisdiction of this Court entitling it to the relief of writ of mandamus directing the State to execute and lodge for registration the Deed of Transfer in terms of the Government orders Annexures "E" and "G". The second prayer for a writ of mandamus to restrain the Government and its authorities from interfering with the peaceful possession and enjoyment of the property in question at this stage of the proceedings, is unnecessary since even according to the State, it has not initiated any action to take possession of the properties from the petitioner nor interfered with the petitioner's peaceful possession and enjoyment of the properties in question. 37. The communication Annexure-"X" issued by the 2nd respondent recording conclusions that the petitioner is a defunct company is incompetent, arbitrary, capricious, perverse and illegal. 37. The communication Annexure-"X" issued by the 2nd respondent recording conclusions that the petitioner is a defunct company is incompetent, arbitrary, capricious, perverse and illegal. As rightly pointed out by the learned Senior Counsel for the petitioner, action over breach of conditions of the transfer requires to be initiated by the State and not by its officers, in view of Article 300 of the Constitution of India. In the light of the law laid down by the Apex Court in Chief Conservator of Forests, Govt. of A.P. Vs. The Collector and Others, AIR 2003 SC 1805 The 2nd respondent not being a juristic person nor can the State be said to be represented in the name of such office or the officer holding such a post, the communication Annexure-"X" of the 2nd respondent cannot be construed as a proceeding instituted or conclusions arrived at by or on behalf of the State. 38. The term defunct is not defined in the Companies Act, 1956 but such a definition is found in Advanced Law Lexican, 3rd Edition which states that the 'Defunct Company' is a company that is no longer active (and has been removed from the Register of Companies) (Business term). Section 560 of the Companies Act empowers the Registrar to strike defunct company off the Register. Sub-section (1) states that where the Registrar has reasonable cause to believe that a Company is not carrying on business or any operation, he shall send to the Company by post a letter inquiring whether the Company is carrying on business or in operation. Under Sub-section (2), if the Registrar does not, within one month of sending the letter, receive any answer thereto, he shall, within 14 days after the expiry of the month, send to the Company by post a registered letter referring to the first letter and stating that no answer thereto has been received and that if an answer is not received to the second letter within one month therefrom, a notice will be published in the official gazette with a view to striking the name of the Company off the register. Subsection (3) provides that if the Registrar either receives an answer from the Company to the effect that it is not carrying on business or any operation or does not within one month from sending the second letter receive any reply, he may publish in the official gazette and send to the Company by registered post a notice that, at the expiration of three months from the date of that notice, the name of the Company mentioned therein, will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved. 39. In the instant case, the 2nd respondent has placed no material whatsoever to establish that the Registrar of companies in excise of power under Section 560 of the Act had struck off the company from the Register, and therefore, the conclusion arrived at by the 2nd respondent, in Annexure-"X", that the petitioner is a defunct company is illegal and is irrational. To my mind, it appears that the 2nd respondent seeks to pontificate without relevant material to substantiate the conclusion. Looking at it from any angle, the communication Annexure 'X' is in appropriate, incompetent, unsustainable, though the 2nd respondent may have done so in good faith. 40. In the result, this writ petition is allowed in part A writ of mandamus shall ensue to the State and its authorities to execute and lodge for registration the Deed of transfer in terms of Annexures "E" and "G" within four weeks, subject to the petitioner making available the required stamp duty and registration charges. The second relief for a writ of mandamus directing the respondents not to interfere with the petitioner's peaceful possession and enjoyment of the property is rejected. The communication Annexure-"X" of the 2nd respondent is quashed. In the circumstances, there shall be no order as to costs.