JUDGMENT I.A. Ansari, J. 1. This appeal has arisen out of the judgment and order, dated 10.8.2008, passed in WP (C) No. 758/2007, whereby the writ petition stands dismissed. The writ petition was filed by the Appellant herein, under Article 226 of the Constitution of India, challenging, the order, dated 29.5.2007, issued by the Indian Oil Corporation Ltd. (hereinafter referred to as 'the Respondent Corporation'), whereby the Appellant's appointment, made by the Respondent Corporation, as distributor of liquefied petroleum gas (in short, 'LPG') and also the distributorship agreement, executed by the Respondent Corporation and the Appellant herein, appointing the Appellant as distributor of LPG, has been terminated. 2. The material facts, which have given rise to the present appeal, may, in brief be set out as under: (i) The Appellant herein, as a member of the Scheduled Tribes community, was appointed by the Respondent Corporation as a distributor of LPG cylinders. The terms and conditions of the agreement, which stood incorporated in the Memorandum of Agreement, executed between the Respondent Corporation and the Appellant on 31.8.1995 stipulated, inter alia, as under: 21. The distributors shall not sell, assign, mortgage or part with or otherwise transfer his interest in the distributorship or the right, interest or benefit conferred on him by this agreement to any person. In the event of the distributor being a partnership firm any change in the constitution of the firm, whether by retirement, introduction of new partners or otherwise howsoever will not be permitted without the previous written approval of the Corporation notwithstanding that the Corporation may have dealings with such reconstituted firm or impliedly waived or condoned the breach of default mentioned hereinabove by the Distributor. In the event of the death of any partner, the Distributor shall immediately inform the Corporation giving the necessary particulars of the heirs and legal representatives of the deceased partner and it shall be the option of the Corporation either to continue the distributorship with the said firm or to have a fresh agreement of distributorship with any reconstituted firm or to terminate the distributorship agreement and the decision of the Corporation in that behalf shall be final and binding on all the parties concerned. No claim on premature termination for compensation or otherwise will be made or sustainable against the Corporation on account of such termination. 22. No claim on premature termination for compensation or otherwise will be made or sustainable against the Corporation on account of such termination. 22. *** 23(a) The Distributor undertakes faithfully and promptly to carry out, observe and perform all directions and orders or rules made from time to time by the Corporation or its representative for the proper carrying on of the distributor ship of the Corporation. (b) *** (c) Except with the previous consent of the Corporation: (i) The Distributor shall not enter into any agreement, contract or understanding whereby the operations of the Distributor hereunder are or may be controlled/carried out/or financed by any other person, firm or company, whether directly or indirectly and whether on whole or in part. (ii) While the Petitioner was running the said distributorship of LPG, she was served with a notice, dated 24.10.2006, issued by the Respondent Corporation, whereby the Petitioner was directed to show cause as to why her distributorship shall not be terminated on the ground that she had entered into an unauthorized agreement with two persons, namely, Smt. Rubi Deb (Sengupta) and Tapas Banik of Agartala, her (Petitioner's) said agreement, with the said two persons, being in violation of the terms and conditions contained in the Memorandum of Agreement, dated 31.8.1995, particularly, Clauses 21, 23(c), etc., thereof inasmuch as the Respondent Corporation was in receipt of a letter, dated 17.8.2006, issued by the Smt. Rubi Deb (Sengupta) and Tapas Banik aforementioned, whereby they had lodged a complaint with the Respondent Corporation that the Petitioner had committed breach of the agreement executed by them, on the one hand, and the Petitioner (i.e., the Appellant herein), on the other. It was also alleged in the letter, dated 17.8.2006, aforementioned that the Petitioner’s conduct suffered from lack of integrity and violation of the distributorship agreement inasmuch as the Petitioner had relinquished her interest in the said distributorship business in favour of two outsiders, namely, Smt. Rubi Deb (Sengupta) and Tapas Banik, in an unauthorized manner, and that the same had resulted into slackness, on the part of the Petitioner, in taking active part in the management and running of the distributorship thereby leading to failure of personal supervision of the management of the said distributorship by the Petitioner. The notice of show cause read as under: To, Ms. Rajeswari Debbarma, Prop. M/s. Gomati Gas Agency, Assam-Agartala Road, East Dhaleswar, Agartala, Tripura-799007. Sub. The notice of show cause read as under: To, Ms. Rajeswari Debbarma, Prop. M/s. Gomati Gas Agency, Assam-Agartala Road, East Dhaleswar, Agartala, Tripura-799007. Sub. : Show Cause Notice for Termination of Dealership/Distributorship at Agartala. Dear Sir/Madam, 1. It has come to our notice that you have committed the following acts: Entered into an unauthorized agreement with Smt. Rubi Deb (Sengupta) and Sri Tapas Banik of Agartala, Distt. - West Tripura, which is violation of the terms and conditions of the Indane Distributorship Agreement (Clause 21, 23-c etc.). In this regard, we are in receipt of a letter ref nil dated 17.8.2006 from Smt. Rubi Deb (Sengupta) and Sri Tapas Banik vide which they have lodged a complaint against you for the breach of the alleged agreement between them and yourself. However, the existence of such agreement, as allegedly indulged into by you, is in violation of the terms and conditions of the Indane Distributorship Agreement (Clause 21, 23-c, etc.) The above said act is a clear case of serious deficiency in integrity and violation of the Distributor Agreement on your part for having undertaken unauthorized agreement, duly registered in March, 2006 vide which the rights in the distributorship has been relinquished in favour of two outside persons, allegedly for a sum of Rs. 5 lacs, in an unauthorized manner leading to benami arrangement. Thus, relinquishing the authority of sole-proprietorship, leading to slackness in taking active part in the management and running of the distributorship as sole proprietor and failure in ensuring personal supervision of the management. Previously also your distributorship had been booked under the provisions of MDG for various malpractices like delay in depositing weekly remittances, manipulation in preparation of ERV etc. leading to imposition of monetary penalty and issuance of warning letters against your distributorship and you were repeatedly counseled for improving the function of the distributorship, as per Corporation Policy. 2. In this connection, your attention is invited to Clauses 21 and 23 of the Distributorship Agreement dated 31.8.1995 executed between you and IOCL in respect of the above Distributorship. The acts mentioned above are in violation of your obligations/undertaking under the said Clause of the above said agreement. The above mentioned act committed by you, is considered prejudicial to the interest or good-name of the Corporation. 3. The acts mentioned above are in violation of your obligations/undertaking under the said Clause of the above said agreement. The above mentioned act committed by you, is considered prejudicial to the interest or good-name of the Corporation. 3. Under the above circumstances, you are hereby called upon to show cause within 30 days from the date of your receipt of this notice, why the said Distributorship Agreement dated 31.8.1995, executed between you and us should not be terminated by the Corporation. In case you fails to show cause within the stipulated time or the explanation given by you is not satisfactory, please note that the Corporation will straight-away terminate the said Distributorship Agreement forthwith without any further notice to you, and/or take such further steps against you as deemed fit in exercise of any of the rights of the Corporation under the Agreement and/or under Law. In the meantime, in line with the Corporation decision, the packed LPG supplies to your distributorship remains under suspension since 22.9.2006 and you are advised to surrender all the LPG Equipments, Stationeries, Documents etc. to IOCL. The above is however without any prejudice and to the best interest of the Corporation. Yours faithfully, For Indian Oil Corporation Limited (MD), Sd/- (illegible) (K.K. Handique) CLM, NESO (iii) In response to the said show cause notice, the Petitioner replied as under: To, The Chief LPG Manager, IOC Ltd (MD), Bamunimaidan, Guwahati. Subject: Show Cause notice for termination of Dealership/Distributorship at Agartala. Ref.: NE/LPG/2/42, dated 24.10.2006. Sir, With due respect I would like to request you to kindly consider my application very sympathetically. Sir, quoting above subject I am to inform you that I had a temporary financial problem for which I have taken a temporary loan of Rs. 3 laks from some of so called well-wisher not knowing whose intention was very bad to exploit me being I am innocent and not knowing his intention and with good faith I had signed the agreement, since I never had any intention of violating the company's agreement Clause. Sir, for this unintentional act of mine I do ask apology from you and I also undertake and give you guaranty that within a very short period of time I will cancel the agreement and the copy of the same will be forwarded to you for your perusal. Sir, I have got a sanction of Rs. Sir, for this unintentional act of mine I do ask apology from you and I also undertake and give you guaranty that within a very short period of time I will cancel the agreement and the copy of the same will be forwarded to you for your perusal. Sir, I have got a sanction of Rs. 15 laks cash credit from SBI, Bazar Branch, Agartala (photocopy enclosed) for your ready reference please. Sir, to mention that Bank will start disburse the amount the day we start operating our distribution. Therefore, Sir, I humbly request being a ST girl, I ask your honour to kindly save me from this episode and also save me from this exploitation and with your kind guidance and blessing I want to operate distributorship smoothly. Sir, please do me the favour for the last time for which I remain highly oblige. Thanking you Sir, Yours faithfully Sd/- (Smt. Rajeswari Debbarma) Encl.: 1. Photocopy of agreement. 2. Copy of Cash credit or facility of SBI, Bazar Branch, Agartala. (iv) Having received the Petitioner’s reply to the said notice of show cause, the Respondent Corporation issued the impugned letter, dated 29.5.2007, terminating the appointment of the Petitioner as distributor of LPG cylinder. The impugned letter read as under: Ref: No. NE/LPG/2/42 Date: 29.5.2007 1. Ms. Rajeswari Debbarma, Sole Prop. M/s. Gomati Gas Agency, Assam-Agartala Road, East Dhasleswar, Agartala, Tripura-799007. 2. Ms. Rajeswari Debbarma, Sole Prop. M/s. Gomati Gas Agency, Vill. Ranir Bazar, P.S. Jirania, Dist. Tripura West, Tripura. 3. Ms. Rajeswari Debbarma, D/o Late Nishikanta Debbarma Kajinagar, P.S. Ranir Bazar, Dist. Tripura (West) Madam, Sub.: Termination of Indane Distributorship agreement dated 31st August, 1995. You have been operating as an Indane Distributor at Agartala, Tripura, since 1995 under the terms and conditions as contained in the Distributorship Agreement dated 31st August, 1995 executed between you and our Corporation. It has been established that you had entered into an unauthorized agreement with Smt. Rubi Deb (Sengupta) and Sri Tapas Banik of Agartala, District West Tripura (which was duly registered in March, 2006) vide which the rights in the said distributorship had been relinquished in favour of those two outside persons without prior approval of the Corporation which is violation of the terms and conditions of Indane Distributorship Agreement dated 31st August, 1995 [(Clause 21, 23(C)]. You have committed default and breach of the terms, conditions, covenant and stipulation contained in the said Distributorship Agreement dated 31st August, 1995 and inspite of several written notices pointing out such default, you have failed to rectify the same. You have also not adhered to the instructions issued from time to time by us in connection with several practices to be followed by you in the supply and storage of the products of Indian Oil Corporation and/or otherwise. Your have acted in manner prejudicial to the interest and good name of the Corporation and products. In the circumstances, your distributorship is liable to be terminated in terms of the Distributorship Agreement dated 31st August, 1995. In this connection, you were served with Show Cause Notice dated 24th October, 2006. You have failed to Show Cause and/or adequate reasons why, your distributorship should not be terminated and appropriate proceedings initiated against you. You were also counseled earlier by the Senior Officials of the Corporation in this regard. In the circumstances, the Indian Oil Corporation in exercise of the rights conferred upon it by the said Agreement dated 31st August, 1995, hereby terminates the Distributorship Agreement and your appointment as Distributor of LPG with immediate effect. This is, however, without prejudice to our rights and contentions in the matter. Thanking you, Yours faithfully For Indian Oil Corporation Ltd. (MD) Sd/- Sukumar Das, GM, NESO. (v) By filing the writ petition aforementioned, the Petitioner (Appellant herein) challenged the termination of her distributorship of LPG, her case being, in brief, thus: Due to some financial constraints, which the Petitioner had faced in meeting the requirements of working capital as well as expansion of her business, the Petitioner (Appellant herein) had applied for loan to the State Bank of India, Agartala Branch, in the year 2006. The Appellant had also, in this regard, looked for some private finance and, eventually, obtained loan from two individuals, namely, Smt. Rubi Deb (Sengupta) and Tapas Banik aforementioned. For the purpose of enabling the Petitioner obtain loan from the two persons aforementioned, a deed of agreement was executed and registered, on 13.3.2006, between the Petitioner, on the one hand, and Smt. Rubi Deb (Sengupta) and Tapas Banik aforementioned, on the other, wherein it was stated, inter alia, that for smooth running of her business, the Petitioner was in urgent need of Rs. 5,00,000/-, as additional capital, and, in order to meet such urgent requirement of capital, she had decided to part with the profits of the earning against such investment made under the loan. Pursuant to the agreement, so entered into, the said two persons provided the Petitioner with a loan amount of Rs. 3,00,000/- and the parties arrived at an agreement that the said Smt. Rubi Deb (Sengupta) and Tapas Banik would be entitled to get 60% of the total profits of the said distributorship business against the capital to be invested by them (i.e., the said Smt. Rubi Deb (Sengupta) and Tapas Banik). The agreement, so executed, also stipulated that the agreement would remain valid for a period of ten years from the date of execution thereof and that the same can be terminated on mutual consent of both the parties. Having obtained the loan, the Petitioner continued her business till October, 2006, and it was at this stage that the Respondent Corporation issued the notice, dated 24.10.2006, to the Petitioner asking her to show cause as to why the Distributorship Agreement, in question, should not be terminated. Not satisfied with the Petitioner’s reply to the said notice of show cause, the Respondent Corporation terminated, as already indicated above, the said agreement by their letter, dated 29.5.2007, aforementioned, (vii) As the learned Single Judge has found that there was violation of the terms and conditions of the agreement, which the Petitioner had entered into with the Respondent Corporation, the learned Single Judge has held that the impugned action, taken by the Respondent Corporation, terminating the Petitioner’s distributorship, cannot be said to be illegal or arbitrary and hence, the termination of the Petitioner’s distributorship does not warrant interference in exercise of powers under Article 226 . As a result of the conclusion, so reached, and the findings arrived at, the writ petition was dismissed; hence, the present appeal. 3. We have heard Mr. A.K. Goswami, learned Senior counsel, appearing on behalf of the Appellant, and Mr. M.K. Choudhury, learned Senior counsel appearing on behalf of the Respondents. 4. This appeal was heard, at the admission stage, for the purpose of final disposal, as had been sought for, and agreed to, by the learned Counsel for the parties. 5. At the time of hearing, Mr. M.K. Choudhury, learned Senior counsel appearing on behalf of the Respondents. 4. This appeal was heard, at the admission stage, for the purpose of final disposal, as had been sought for, and agreed to, by the learned Counsel for the parties. 5. At the time of hearing, Mr. A.K. Goswami, learned Senior counsel, has contended that the agreement, which the Appellant had entered into with the private financers, namely, Smt. Rubi Deb (Sengupta) and Tapas Banik, did not amount to relinquishment of her right, interest or benefit, or any part thereof, in the distributorship of LPG and, hence, the termination of the Appellant's distributorship on the ground that she had relinquished her right, interest and/or benefit in the said distributorship and/or that she had violated the terms and conditions stipulated, amongst others, in Clause 23(c), of the Memorandum of Agreement, dated 31.8.1995, is wholly incorrect and, therefore, the impugned order of termination deserves to be set aside. 6. Controverting to the submissions, made on behalf of the Appellant, Mr. M.K. Choudhury, learned Senior counsel, appearing on behalf of the Respondent Corporation, has contended that Clause 23(c) makes it abundantly clear that except with the previous written consent of the Respondent Corporation, the Appellant, as a distributor, ought not to have entered into any agreement, contract, or undertaking, whereby the operations of the distributor were, or might be, amongst others, financed by any other person, firm or company, whether directly or indirectly, and whether in whole or in part. This apart, points out Mr. Choudhury, the letter of intent (LOI), dated 7.6.1994, issued by the Respondent Corporation, clearly reveals that the Respondent Corporation had not only agreed to help the Appellant obtain and develop a suitable plot of land as a godown for storage of LPG cylinders, but also to help the Appellant obtain and develop a sales room in the trading area of her distributorship. In fact, further points out Mr. Choudhury, that the Respondent Corporation had even agreed to provide working capital, on interest, to the Appellant so as to enable the Appellant take delivery of LPG from the Respondent Corporation and maintain supply, yet the Appellant obtained the said private loan without even letting the Respondent Corporation, at any stage, know about the said arrangement, which she had made with the private financers, as mentioned hereinbefore. In such circumstances, the Respondent Corporation, according to Mr. In such circumstances, the Respondent Corporation, according to Mr. Choudhury, was wholly within its right in terminating the Appellant's distributorship of LPG. 7. In the light of the rival submissions, made on behalf of the parties, when we peruse the agreement, which the Appellant had entered into with the Respondent Corporation, and also the agreement, which the Appellant had executed with the said private financers, we find that Clause 23(c)(i) of the agreement, dated 31.8.1995, entered into by the Appellant with the Respondent Corporation, reads: 23(c). Except with the previous consent of the Corporation: (i) The Distributor shall not enter into any agreement, contract or understanding, whereby the operation of the Distributor hereunder are, or may be, controlled/carried out/or financed by any other person firm or company, whether directly or indirectly and whether in whole or in part. 8. A careful reading of Clause 23(c)(i) clearly reveals that except with the previous consent of the Respondent Corporation, the Appellant, as a Distributor, was not only debarred from entering into any agreement, contract, or understanding, whereby the business of the distributorship was, or might be, controlled or carried out by another person, firm or company, whether directly or directly, and whether in whole or in part, but the Appellant, as a Distributor, was also barred from entering into any agreement, contract or understanding, whereby the operations of the distributorship might be financed by any other person, firm, or company, whether directly or indirectly, and whether in whole or in part. There can be not even an iota of doubt that the agreement, dated 31.8.1995, aforementioned had completely barred the Appellant, as a Distributor of the Respondent Corporation, from obtaining, without previous consent of the Respondent Corporation, any finance, directly or indirectly, and in whole or in part, from any person whomsoever, for the purpose of carrying on the operation of her distributorship business. In the present case, without entering into the question as to whether the Appellant has assigned her right, interest and/or benefit, in her distributorship of LPG by her subsequent agreement, dated 20.7.2004, which she had entered into with said Rubi Deb (Sengupta) and Tapas Banik, we have no hesitation in holding that the Appellant had, in breach of Clause 23(c)(i) of the said deed of agreement, obtained finance from the individuals, namely, Rubi Deb (Sengupta) and Tapas Banik, for the purpose of the business of her distributorship. In such circumstances, the Respondent Corporation was wholly within the ambit of its rights, when it decided to terminate the Appellant's distributorship; more so, when, as correctly pointed out by Mr. M.K. Choudhury, learned Senior counsel, the Respondent Corporation had agreed, under the LOI, not only to help the Petitioner obtain and develop a suitable plot of land for the purpose of storage of LPG cylinders and a sales room for the purpose of trading, but also to provide working capital on interest. In such circumstances, the Petitioner had no justification whatsoever in not even letting the Respondent Corporation know, at any stage, that she had obtained finance, from the persons aforementioned. Though a business, such as, the business of distributorship of LPG, is run for earning profits, honestly is the hallmarks of such a business, particularly, when it is run under an agreement with a public corporation, such as, the Respondent Corporation. There was, thus, clear breach of not only the agreement, but also of the trust, which the Respondent Corporation had reposed in the Appellant. In these circumstances, the Respondent Corporation cannot be said to have acted arbitrarily in terminating the Appellant's distributorship. Viewed from this angle, we find no infirmity in the order, dated 29.5.2005, terminating the Appellant's distributorship and, therefore, we see no reason to interfere with the judgment and order under appeal. This appeal, therefore, fails and the same, shall accordingly stand dismissed. We may, however, point out that the Respondent Corporation shall remain at liberty to take a lenient view, as indicated in paragraph 25 of the judgment and order under appeal, in the matter of giving one more chance to the Appellant to run the distributorship of LPG by imposing such condition(s) and/or penalty as may be permissible and deemed fit and proper by the Respondent Corporation. 9. With the above observations and directions, this appeal shall stand disposed of. 10. No order as to cost. Appeal dismissed