JUDGMENT : This order shall govern the final disposal of M.A. No. 506/2002, M.A. 2245/2003, M.A. No. 2446/2003, M.A. No. 2471/2003 and M.A. No. 164/2004 as the issue involved is similar in these appeals preferred under section 27 of the Electricity Regulatory Commission Act, 1998 and Clause 41 of M. P. Vidyut Sudhar Adhiniyam, 2000, against the order passed by Madhya Pradesh Electricity Regulatory Commission, Bhopal; whereby the Commission while entertaining the application by respondent consumer, for setting aside the decision of M. P. State Electricity Board refusing to reduce the contract demand, directed the Board to reduce the contract demand. The respective details regarding the contract demand and reduction thereof by the impugned order are as under: Misc. Appeal Parties Contract Reduced Order Demand Demand impugned MA 506/02 MPSEB vs. M/s Shivshakti 790 KVA 600 KVA 5-1-2002 Paper MA 2245/03 MPSEB vs. M/s Rewa Gases 220 KVA 180 KVA 28-8-2003 Pvt. Ltd. MA 2446/03 MPSEB vs. M/s Universal 1000 KVA 600 KVA 16-9-2003 Cables Ltd. MA 2471/03 MPSEB vs. M/s Khadi and 250 KVA 180 KVA 28-8-2003 Village Industries Commission MA 164/04 MPSEB vs. M/s Gwalior Sugar 500 KVA 250 KVA 28-8-2003 Co. Ltd. 2. The claim for reduction in contract demand in respective cases is owing to reduction in production affected by the market condition and the advancement of technology leading to reduced consumption of electricity and the claim for reduction in contract demand is by invoking the discretion clause 13(d) in Agreement entered into between the Board and respective consumers. 3. The issue which is being raised in these appeals are that the Commission exceeded its jurisdiction and while usurping the powers of the Board regarding the supply of electricity to its consumers has directed the reduction of contract demand. 4. The relevant facts for proper appreciation of the issue, briefly are that in respective cases an agreement was entered into for supply of electricity between the Board and the respondents (hereinafter shall be referred to as Consumers), commonly known as 'Agreement for High Tension Supply'. In some of the cases after original agreement there were supplementary agreements, covering the increase in contract demands. 5. The clause which we are concerned with for the present remained same, i.e. clause 13 whereunder: "13. In some of the cases after original agreement there were supplementary agreements, covering the increase in contract demands. 5. The clause which we are concerned with for the present remained same, i.e. clause 13 whereunder: "13. (a) The Consumer will be permitted such additional supply in excess of the contract demand as may be agreed upon by the Board and the Consumer after the latter has given due notice in writing of his desire to have the contract demand altered. (b) In the event of the Board agreeing to make such additional supply available, the Consumer shall pay such contribution towards the cost of making such additional supply available as may be determined by the Board. (c) If such additional supply is made available by the Board the contract demand specified in clause (a) hereof shall be increased to the same extent. (d) On being satisfied that for certain compelling reasons the Consumer is not or will not be in a position to consume electricity sufficient to have maximum demand equal to his contract demand, the Board may in its discretion allow the Consumer when request in writing is received in this regard, to reduce his contract demand to such extent and from such date as the Board may decide. Such reduction in the contract demand will be allowed not more than once during the period of the Agreement remains in force but it shall not affect the consumer's liability to pay the amount of the minimum guarantee, mentioned in clause 21 (a) hereof." 6. The controversy in these bunch of cases revolves round clause 13(d). 7. During the subsistence of agreement, the consumption of electrical energy by the respective consumers reduced to less than the contract demand of the respective consumer, either because of the recession in the industry resulting in less production, or the advancement of technology improving the efficiency of the plant as a result whereof less electricity got consumed. This led to respective request for reduction of contract demand by invoking clause 13(d) of the agreement by the consumer. The Board, however, turned down the request for reduction of contract demand. Aggrieved whereof, the Consumers approached the M. P. Electricity Regulatory Commission. The Commission by impugned orders allowed the request of the consumers. 8. This led to respective request for reduction of contract demand by invoking clause 13(d) of the agreement by the consumer. The Board, however, turned down the request for reduction of contract demand. Aggrieved whereof, the Consumers approached the M. P. Electricity Regulatory Commission. The Commission by impugned orders allowed the request of the consumers. 8. In M.A. 506/2002 the Commission ordered: "i) During the initial period of agreement, the consumer be permitted to reduce its Contract demand in the first instance upto 50% of Contract demand, as per provision of Board's circular dated 26-9-1991 referred to above and also 'Manual on Commercial Matters' i.e., without going into the merits of the case. The ground for reduced contract demand, when supported by data on actual M. D. recorded during the last 3 to 6 months, be treated as sufficient. ii) In case of a request of second reduction during initial agreement period, the permission be given under Clause 13(d) of the agreement, as per aforesaid circular dated 5-8-1991 and manual. But the reduced requirement of C. D. due to the reasons of market conditions, consumer's own economics of business, effect of implementing energy conservation methods and similar other reasons, particularly when consumer's own record of actual M.D. also proves reduced requirement of C.D., be in no way treated as 'non-compelling reasons'. Rejection of Consumer's request, if any, has to be with clear cut reasons thereof. iii) After expiry of initial agreement period and during the period of automatic extension on year to year basis, the Consumer's request for reduction of C.D. be considered without going in to the merits of the case and reasons of reduction in C. D., supported by record of actual M.D. in past three to six months be treated as sufficient. iv) However, in all the above cases, the reduction in contract demand should not be less than the minimum load (C.D.) prescribed for different class of voltages, as per tariff order dated 26-9-2001 and for reduced C.D. a renewed or supplementary agreement should be executed by the Consumer. It is, therefore, ordered that the contract demand of 790 KVA of the petitioner be reduced to 600 KVA from the date of this order. The Board is directed to take further action needed and keep the commission informed of the same. It is, therefore, ordered that the contract demand of 790 KVA of the petitioner be reduced to 600 KVA from the date of this order. The Board is directed to take further action needed and keep the commission informed of the same. For other pending and incoming cases relating to reduction of contract demand, the Board is directed to take action as listed in para (i) to (iv) above. Ordered accordingly." 9. In other cases also the Commission allowed the request of the Consumers in almost the similar terms. 10. The appellant Board is aggrieved of these orders. 11. It is the contention of the appellant that the Commission grossly erred in allowing the request of the consumers in having the reduced supply of electricity. It is urged that clause 13(d) of the agreement lays down the condition for reduction of the contract demand only on compelling reasons which have a definite connotation. Placing reliance on certain circulars issued by the Board construing therein as to what would tantamount to compelling reasons which can be availed by the Consumer, it is urged that, the market forces and the advancement in technology has been ruled out from such consideration. It is further contended that, the Board has to discharge the statutory functions under section 48 of the Electricity (Supply) Act, 1948 and in course whereof it has an unqualified discretion to take its independent decision in respect of the individual consumers and the Board having exercised the same, it was beyond the power of the Commission to have interfered with such decision. It is contended that it was beyond the powers of the Commission to have ordered for reduction and the same would tantamount to usurpation of the statutory powers of the Board. 12. The respondents on their turn, however, support the impugned order passed by the Commission on the ground that Commission besides having the jurisdiction to decide the controversy which was raised, has also assigned cogent reasons in allowing the reduced consumption. It is urged that the Commission in exercise of its powers under section 10(e) and section 15(4)(a) of Madhya Pradesh Vidyut Sudhar Adhiniyam, 2000 has passed the impugned order which is well within its jurisdiction. The respondents further refute the allegation that the Commission has usurped the powers of the Board. 13. It is urged that the Commission in exercise of its powers under section 10(e) and section 15(4)(a) of Madhya Pradesh Vidyut Sudhar Adhiniyam, 2000 has passed the impugned order which is well within its jurisdiction. The respondents further refute the allegation that the Commission has usurped the powers of the Board. 13. It is urged that by virtue of sub-section (3) of section 185 of the Electricity Act, 2003, the provisions of the Madhya Pradesh Vidyut Sudhar Adhiniyam, 2000 applies in the State of Madhya Pradesh to the extent it is not inconsistent with the provisions of the Act of 2003. It is further contended that vide sub-section (1) of section 185 the Electricity (Supply) Act, 1988 stands repealed, it is urged that with the repeal of the Act of 1948 the appellant Board cannot take resort to the provisions contained in section 49 thereof to assert unqualified discretion. 14. There is considerable force in the submissions of the respondents in respect of jurisdiction of the Commission. 15. The Madhya Pradesh Vidyut Sudhar Adhiniyam, 2000, the applicability whereof is saved in the State of Madhya Pradesh to the exclusion of inconsistency therein with the provisions contained under the Electricity Act, 2003. 16. Madhya Pradesh Electricity Regulatory Commission established and constituted in accordance with the provisions contained in Chapter II of Adhiniyam 2000. Chapter III whereof deals with Functions, Powers and Proceedings of Commission. 17. Section 9 of Adhiniyam 2000 makes a provision regarding functions of the Commission. It stipulates: 9. 16. Madhya Pradesh Electricity Regulatory Commission established and constituted in accordance with the provisions contained in Chapter II of Adhiniyam 2000. Chapter III whereof deals with Functions, Powers and Proceedings of Commission. 17. Section 9 of Adhiniyam 2000 makes a provision regarding functions of the Commission. It stipulates: 9. Functions of Commission:- Subject to the provisions of this Act, the Commission shall discharge, amongst others, the following functions, namely:- (a) to regulate the purchase, distribution, supply and utilization of electricity, the quality of service, the tariff and charges payable considering the interest of the consumer and the Electricity Industry both; (b) To promote efficiency, economy and safety in the use of the electricity in the State including in regard to quality, continuity and reliability of service and that all reasonable demand for electricity are met; (c) to determine the tariff for electricity, wholesale, bulk, grid or retail in accordance with the provisions of this Act; (d) to determine the tariff payable for use of the intra-state transmission facilities in accordance with the provisions of this Act; (e) to grant, revoke and amend licenses in accordance with the provisions of this Act, to determine the conditions to be included in the licenses, to grant exemption from license requirements and determine the conditions to be complied by the exempted persons; (f) to regulate the working of the licensees and to promote the working in an efficient, economical and equitable manner; (g) to require licensees and others to formulate perspective plans and schemes in co-ordination with others for the promotion of generation, transmission, sub-transmission, distribution, supply and use of electricity; (h) to collect and record information concerning the generation, transmission, sub-transmission, distribution, supply and utilisation of electricity and to require the licensees and others to collect such information and data and forecast on the demand for and use of electricity; (i) to regulate the operation of the power system in the State and the assets, properties and interest in properties concerning or related to the electricity industry in the State; (j) to set and enforce standards for the electricity industry in the State including standards relating to safety, quality, continuity and reliability of service and the development of codes and supply codes including grid code, distribution code; (k) to promote competitiveness in the electricity industry in the State; (1) to promote efficient utilisation and conservation of electricity through appropriate demand side management, reduction of wastes and losses in the utilisation of electricity; (m) to aid and advise the State Government, as the Commission may deem appropriate, on matters concerning generation, transmission, sub-transmission, distribution, supply and utilisation of electricity in the State; (n) to refer, if the Commission deems appropriate, matters to other agencies and bodies dealing with consumer disputes, restrictive and unfair trade practices and management and administration of the affairs of the licensees; (o) to adjudicate upon the disputes and difference between the licensees and to refer matters to arbitration, if considered necessary in accordance with the provisions of this Act; (p) to co-ordinate with environmental regulatory agencies and to evolve policies and procedures for appropriate environmental regulations of the electricity industry in the State; (q) to lay down a uniform system of accounts among the licensees; and (r) to undertake all incidental or ancillary activities that the Commission may consider appropriate for the effective discharge of any of the above functions. 18. Chapter V of Adhiniyam 2000 deals with licensing of transmission and supply. Section 15 thereunder stipulates: 15. (1) The Commission may on an application made in such form and on payment of such fee as the Commission may prescribe, grant a licence authorizing any person to - (a) transmit electricity in a specified area of transmission; or (b) supply electricity in a specified area of supply or bulk supply electricity to any other licensee or person to undertake sub-transmission or distribution or supply of electricity. (2) In respect of the grant of any such licence the following provisions shall apply:- (a) any person applying for a licence shall publish a notice of the application in such manner, and with such particulars as may be prescribed by the Commission within 14 days after making the application. (b) the Commission shall not grant a licence until - (i) all objections received relating to the application for the licence have been considered by the Commission: Provided that no objection may be considered by the Commission unless it is received within such time from the date of the first publication of the notice under clause (a) as the Commission may prescribe which shall not be less than 30 days; and (ii) in the case of an application for a licence to supply or transmit in an area which includes the whole or any part of any cantonment, aerodrome, fortress, arsenal or camp or of any building or place in the occupation of the Central Government for defence purposes, the Commission has ascertained that there is no objection to the grant of the licence on the part of the Central Government. (3) Notwithstanding anything contained in section 52 of the Indian Electricity Act, 1910 (Act 9 of 1910) or clause (ii) of sub-section (3) of section 76 of the Electricity (Supply) Act, 1948 (Act 54 of 1948), it shall be a condition of all licenses granted under this Act that the Commission shall have the power to act as an arbitrator or nominate arbitrator or arbitrators to adjudicate and settle the disputes arising between the licensees in accordance with the provisions of this Act. (4)(a) A licence shall contain the duration, extent to which, and the terms and conditions under which the transmission or supply of electricity is to be made and contained such other conditions as the Commission may consider appropriate for achieving the purposes of this Act. (b) Without prejudice to the generality of the provisions of clause (a), the licensee shall be required to - (i) enter into agreements on specified terms with other persons for the use of any electric lines, electrical plant and associated equipment operated by the licensee; (ii) furnish information and documents which the Commission may require for its purpose or for the purposes of the Central or State Government or the Central Commission or Central Electricity Authority; (iii) undertake such functions and obligations of the Board under the Indian Electricity Act, 1910 (Act 9 of 1910) and the Electricity (Supply) Act, 1948 (Act 54 of 1948), as the Commission may specify; (iv) obtain the approval of the Commission of things that are required under the licence conditions or for deviation from the same; (v) notify the Commission of any scheme that the licensee is proposing to undertake including the schemes in terms of the provisions of the Electricity (Supply) Act, 1948 (Act 54 of 1948); (vi) purchase electricity in an economical manner which shall include consideration of the principle of the least cost dispatch of power and under a transparent power purchase procurement process; (vii) evolve scheme for metering points of supply of electricity for all consumers and for measures for reduction of losses in the transmission and supply of electricity. (viii) supply in bulk to other licensees or to customers. (ix) comply with any direction given by the Commission; (x) act in accordance with the terms of the licence; and (xi) comply with requirements of this Act, the regulations, the Indian Electricity Act, 1910 (No. 9 of 1910) and the Electricity (Supply) Act, 1948 (No. 54 of 1948) or rules framed thereunder insofar they are applicable. (5) Without prejudice to the generality of the provisions contained in sub-section (4), conditions included in a licence granted by the Commission may require the holder of the licence to establish tariff and to calculate its charges from time to time consistent with the provisions of this Act. (5) Without prejudice to the generality of the provisions contained in sub-section (4), conditions included in a licence granted by the Commission may require the holder of the licence to establish tariff and to calculate its charges from time to time consistent with the provisions of this Act. (6) The provisions contained in the schedule to the Indian Electricity Act, 1910 (No. 9 of 1910) shall be deemed to be incorporated with, and to form part of, every supply licence granted under this part save insofar as they are expressly varied or exempted by the licence and shall, subject to any such additions, variations or exceptions which the Commission may make having regard to the purposes of this Act, apply to the undertaking authorised by the licence in relation to its activities in the State: Provided that where a supply licence is granted by the Commission for the supply of Electricity to other licensees for distribution by them, then insofar as such licence relates to such supply, the provisions of clauses IV, V, VI, VII, VIII and XII of the said Schedule shall not be deemed to be incorporated within the supply licence. (7) The conditions included in a licence may contain provision for the conditions to cease to have effect or be modified at such times, in such manner and in such circumstances as may be specified in or determined by or under the conditions. (8) Any provisions included by virtue of sub-section (7) in a licence shall have effect in addition to the provision made by section 17 and sub­section (5) of section 18 of the Act. (9) Unless otherwise specifically provided in the terms of a licence, the grant of licence to a person shall not in any way hinder or restrict the grant of a licence to another person within the same area of supply for a like purpose and the licensee shall not claim any exclusivity. (10) The licence granted by the Commission in terms of this Act may provide that the licensee shall have the powers and authority to take actions for metering points of supply of electricity, revenue realization, disconnection of electricity, prosecution for theft, meter tampering, diversion of electricity, and all such and similar matters affecting the transmission, sub-transmission, distribution or supply of electricity as the Commission may prescribe. (11) The Commission shall be entitled to authorise the licensees and other persons to exercise power and authority as the licensees and persons could be given under the provisions of the Electricity Act, 1910 (No. 9 of 1910) and the Electricity (Supply) Act, 1948 (No. 54 of 1948). 19. Under the Act of 2003, State Electricity Regulatory Commission is constituted under section 82 and its function are delineated under section 86 which stipulates: 86. Functions of State Commission. - The State Commission shall discharge the following functions, namely:- a. determine the tariff for generation, supply, transmission and wheeling of electricity, wholesale, bulk or retail, as the case may be, within the State; Provided that where open access has been permitted to a category of consumers under section 42, the State Commission shall determine only the wheeling charges and surcharge thereon, if any, for the said category of consumers; b. regulate electricity purchase and procurement process of distribution licensees including the price at which electricity shall be procured from the generating companies or licensees or from other sources through 46 agreements for purchase of power for distribution and supply within the State; c. facilitate intra-state transmission and wheeling of electricity; d. issue licenses to persons seeking to act as transmission licensees, distribution licensees and electricity traders with respect to their operations within the State; e. promote cogeneration and generation of electricity from renewable sources of energy by providing suitable measures for connectivity with the grid and sale of electricity to any person, and also specify, for purchase of electricity from such sources, a percentage of the total consumption of electricity in the area of a distribution licence; f. adjudicate upon the disputes between the licensees, and generating companies and to refer any dispute for arbitration; g. levy fee for the purpose of this Act; h. specify State Grid Code consistent with the Grid Code specified under clause (h) of sub-section (1) of section 79; I. specify or enforce standards with respect to quality, continuity and reliability of service by licensees; j. fix the trading margin in the intra-State trading of electricity, if considered, necessary; and k. discharge such other functions as may be assigned to it under this Act.` 2. The State Commission shall advise the State Government on all or any of the following matters, namely:- i. promotion of competition, efficiency and economy in activities of the electricity industry; ii. The State Commission shall advise the State Government on all or any of the following matters, namely:- i. promotion of competition, efficiency and economy in activities of the electricity industry; ii. promotion of investment in electricity industry; iii. reorganization and restructuring of electricity industry in the State; iv. matters concerning generation, transmission, distribution and trading of electricity or any other matter referred to the State Commission by that Government. 3. The State Commission shall ensure transparency while exercising its powers and discharging its functions. 4. In discharge of its functions the State Commission shall be guided by the National Electricity Policy, National Electricity Plan and tariff policy published under section 3. 20. These provisions thus goes a long way to suggest that they have an overriding effect over the provisions contained in the Act of 1948, the Statute wherefrom the Board derives its powers. In Maharashtra Electricity Regulatory Commission vs. Reliance Energy Ltd., (2007) 8 SCC 381 , it is observed by their Lordships: 16. A comprehensive reading of all these provisions leaves no manner of doubt that the Commission is empowered with all powers right from granting licence and laying down the conditions of licence and to frame Regulations and to see that the same are properly enforced and also power to enforce the conditions of licence under sub-section (6) of section 128. 17. Thus, insofar as the first contention of the learned counsel for the respondents that the Commission has no power is concerned, we are of the view that the same is wrong. In this behalf the provisions of the Electricity Act, 2003 are quite clear and categoric...... 16..............There can be no manner of doubt that the Commission has full power to pull up any of its licensee or distribution company to see that the Rules and Regulations laid down by the Commission are properly complied with. After all, it is the duty of the Commission under sections 45(5), 55(2), 57, 62, 86, 128, 129, 181 and other provisions of the Act to ensure that the public is not harassed." 21. In the case at hand, it was within the powers of the Commission to adjudicate the claim put-forth by respective consumers, against the denial by the Board for reduction in contract demand. In the case at hand, it was within the powers of the Commission to adjudicate the claim put-forth by respective consumers, against the denial by the Board for reduction in contract demand. The judgment relied upon by the appellant, i.e., M/s Hyderabad Vanaspathi Ltd. vs. Andhra Pradesh State Electricity Board and others, AIR 1998 SC 1715 was delivered in the context when the Electricity Act, 2003 was not in vogue. Similar is the judgment in M. P. Electricity Board and another vs. Manju Singh Chouhan (Mrs.), (2000) 10 SCC 290 which was arising out of a complaint regarding deficiency and though the deficiency pointed out was that the Board has refused to accept customer's request to reduce maximum load from 160 KVA to 100 KVA and their Lordships were pleased to observe: "6. The contention raised by Mr. Sanghi is fully borne out by clause 13(d) of the agreement which gives an unqualified discretion to the Board to take its own independent decision whether it would allow a reduction in the sanctioned load agreed in writing to be supplied to the consumer. Once the Board, on a consideration of the relevant material, took the decision not to reduce the load, the consumer (respondent) cannot legally raise a grievance." 22. In the present context and in view of the provisions contained in the Act of 2003, the judgment in Manju Singh Chouhan (supra) would be of no help to the appellants. 23. It is thus held that it was within powers of the Commission to have entertained the application against refusal for reduction in contract demand. 24. The next question is whether the Commission was justified in reducing the contract demand in context to the reasons as assigned by the respective consumers. As noted at the initial stage of this order the reasons for reduction of contract demand of electricity was either because of reduction in the production affected by market condition or because of the advancement of technology leading to reduced consumption of electricity. These reasons as construed by the Board are not "compelling reasons" and, therefore, the respective requests were turned down. 25. The Board apparently, is led away by the stipulations contained in the 'guidelines for dealing with the case of HT Consumers circulated vide its Letter No. 5/99/931/6/340 dated 17-1-1989 wherein clause 4 of Annexure IV appended therewith it is provided: "4. 25. The Board apparently, is led away by the stipulations contained in the 'guidelines for dealing with the case of HT Consumers circulated vide its Letter No. 5/99/931/6/340 dated 17-1-1989 wherein clause 4 of Annexure IV appended therewith it is provided: "4. For the purpose of considering the requests for reduction in contract demand on merits as per item 2(i) and 3(i) and (ii) above, the 'compelling reason' under clause 13(d) of the H.T. agreement means the unforeseeable reasons beyond the consumer's control. For example, reduction is permissible if necessitated on account of charge in the policy of the Central or State Government as in case of units manufacturing HDPP bags were allowed reduction due to change in Jute Policy of Government of India. If there is charge in the manufacturing process to achieve energy conservation, reduction in contract demand should be allowed if such a reduction is consequence of energy conservation. Reduction on 'merits' cannot be allowed merely on the ground that the consumer over-estimated his demand or has not been able to achieve the MD contracted for due to financial constraints or market conditions etc. However, ad hoe reduction can be allowed only once to the extent of 25% of the contract demand without entering into justifiability on merits as already stated above in para 2(ii) and 3(i)." To wit with, subsequently by a Circular No. 5/99/316/CA/Vol. VI/27/2900 dated 26-7-1991 Board decided in context to the "settlement of arrears in respect of dis-connected/un-connected High Tension Consumers; that, "The reduction in the contract demand at consumer's request in the first instance upto 50% (fifty) of the contract demand without going into merit of the case be considered. The second reduction in contract demand, if requested for by the consumer, shall be governed by the provisions of the clause 18(d) of the H.T. agreement." Subsequent thereafter vide Circular No. 05-01/GA/l8I/Reduction/11/2969 Jabalpur dated 20-7-1999, the Board while withdrawing its Circular No. 5/99/931/6/340 dated 17-1-1989 decided that "the reduction in contract demand to the HT Consumers (irrespective of voltage of supply) may be considered only on compelling reasons under the provisions of reduction in contract demand, without going into merits of the case shall be considered". 26. 26. Since the circulars/guideline dated 17-1-1989 stood subsequently stands withdrawn when the matter of respondents herein was being considered, the Board in the considered opinion of this Court, was not justified in rejecting the request for reduction merely for the reasons that market conditions, are excluded from construing as "compelling reasons' or in other words market conditions will not be the parameter for construing the compelling reasons. In that case it will be to narrow construction to be given to the expression 'compelling reasons'. In the contest that the term of agreement has to be construed in a balanced and equitable manner. 27. The commission while exercising its power of allowing the reduction took into consideration all the aspects put-forth by the Board and observed: "The Commission, however, observes that as per provision in Clause 13(d), on certain compelling reasons, the Board may in its discretion allow the Consumer, to reduce its contract demand not more than once/twice during the period agreement remains in force. But in the same clause it is further provided that "......... But it shall not effect the consumer's liability to pay the amount of minimum guarantee, mentioned in Clause 21 (a) hereof. Under Clause 21 (a and b) read with Clause 13(d), the minimum guarantee (which is nothing but a guaranteed return on the investment by Board) which is without prejudice to realization of tariff minimum, is only chargeable, during the period of agreement. This 'special' minimum guarantee is only charged for the initial agreement period, during which Board is supposed to have recovered required return on its investment, in the shape of (special) minimum guarantee, and after the initial agreement period, condition of (special) minimum guarantee goes away and only condition of 'tariff minimum' remains applicable for extended periods of agreement. When in clause 13(d), the Condition of MINIMUM GUARANTEE IS ONLY applicable for initial agreement period, it is also obvious that other provisions in the same clause of reduction of Contract demand once/twice during the period of agreement, should also be applicable for 'initial period of agreement', after which the Consumer should be free to reduce its Contract demand as per its actual requirement. The reduction in production and resultant reduction in the C.D., when the record of actual M.D. also gives a ready proof of reduction, by no means can be treated as a 'non-compelling' reason. The reduction in production and resultant reduction in the C.D., when the record of actual M.D. also gives a ready proof of reduction, by no means can be treated as a 'non-compelling' reason. Thus, in the present case there is no reason that why Board should not allow reduction in the C. D. on a renewed/supplementary agreement executed by the Consumer. Secondly, for the sake of argument, if Board's plea of 'reduction of C.D. on compelling reasons, on the discretion of Board, even on extended term of agreement on year to year basis', is taken for granted, then Board has no right to become unreasonable in using its 'discretion' and reject consumer's request without assigning any (convincing) reasons. The reasons of reducing C.D. due to reduced production or market conditions or consumer's economics or adoption of energy conservation methods or similar other reasons, can never be treated as 'non-compelling reasons', particularly, when record of actual M.D. is also giving a ready proof consumer's reduced requirement of C.D. It is also observed that Board itself, in its Circular No. 5/GA/181/Reduction/32/3080 dated 5-8-1991, whose provisions have also been incorporated in the "Manual on Commercial Matters" of January, 97, (copies annexed) has endorsed the above view and had decided to permit the reduction in C.D. on Consumer's request in the first instant up to 50% of the C.D. or 60 KVA, whichever is more, without going into the merits of the case. This circular and manual are still valid." 28. These observations by the Commission are well founded and the conclusion arrived thereon that the Board was not justified in rejecting the request for reduction in Contract demand cannot be found fault with. 29. In the result appeals fail and are hereby dismissed. However, no costs. Appeals dismissed.