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Karnataka High Court · body

2010 DIGILAW 374 (KAR)

Chairman-cum-Managing Director v. Venugopalan

2010-03-22

B.S.PATIL, V.GOPALA GOWDA

body2010
Judgment :- 1. These two writ appeals arise out of the common judgment dated 03.09.2003 passed by the learned Single Judge in a batch of writ petitions. W.A.No.6812/2003 is filed by the Indian Telephone Industries Limited, Bangalore (hereinafter referred to as ‘ITI’, for short), whereas W.A.No.2024/2004 is filed by the employees of ITI. 2. ITI is a public sector undertaking of the Central Government established during the year 1948 which is functioning under the administrative control of the Union Ministry of Communications and Information Technology. It is a company registered under the Mysore Companies Act, 1938. It has seven manufacturing units located at different parts of the country. Three of its units are located in Uttar Pradesh, Two in Karnataka, and One each in Kerala and Jammu & Kashmir. The company was initially producing electro-mechanical products i.e., strowger and crossbar telephone exchanges. It gradually switched over to manufacture of state of art electronic telecom equipment. 3. The company has its certified Standing Orders. As per Clause 17(7) of the Standing Orders, the age of superannuation of the employees and officials of the ITI is fixed at 58 years, with a condition that the company may require an employee to retire at any time after he attains the age of 55 years by giving three months’ notice. An employee may also voluntarily retire after giving three months’ notice after attaining the age of 55 years. Provision is made for continuing in service upto the age of 60 years, subject to medical fitness. It is useful to refer to Clause 17(7) of the Standing Orders, which reads as under: “17(7) (i) The age of Superannuation shall be 58 years but the Company, however, may require an employee to retire at any time after he attains the age of 55 years on three months’ notice without assigning any reasons; (ii) The employee may also at any time after attaining the age of 55 years voluntarily retire after giving three months’ notice to the Company; (iii) The employee who attains the age of 58 years may be continued in service upto the age of 60 years subject to medical fitness at the end of each year.” 4. The Central Government decided to enhance the age of retirement for the below board level employees of the Central Public Sector Enterprises. The Central Government decided to enhance the age of retirement for the below board level employees of the Central Public Sector Enterprises. The Government of India, Ministry of Industry, Department of Public Enterprises, issued an Office Memorandum dated 19.05.1998 raising the age of retirement of the employees from 58 to 60 years. By another Office Memorandum dated 30.05.1998, the age of retirement of board level appointees in Central Public Sector Enterprises also came to be raised from 58 years to 60 years. The Ministry of Industry, Department of Public Enterprises made it clear vide Office Memorandum dated 21.08.1998 that the decision to raise the age of retirement was applicable to all the Public Sector Undertakings and in case, any Administrative Ministry or Public Sector Undertaking did not want to increase the age of retirement of its employees, specific exemption from operation of the aforesaid decision would be necessary. This Office Memorandum is produced at Annexure-B2 along with the writ petition. As per this Office Memorandum dated 21.08.1998 exemption from increase of age of retirement was provided to only that category of Public Sector Undertakings which were categorized as sick/unviable public sector undertakings and who did not wish to increase the age of retirement of their employees. They were permitted to seek specific exemption from the operation of the Government’s decision. 5. The Board of Directors of the Company at its 302nd meeting held on 27.05.1998 approved the amendment and additions to ITI Conduct, Discipline and Appeal Rules, 1975, regarding the age of retirement. Rule 35 was accordingly amended fixing the age of superannuation for employees of the Company at 60 years. 6. Later on, the Government, as per Office Memorandum dated 22.08.2001 issued by the Department of Public Enterprises extended the policy to roll back the retirement age to all categories of Public Sector Undertakings. Based on this, some of the Central Public Sector Undertakings who had raised the age of retirement from 58 to 60 years, subsequently rolled back the same from 60 to 58 years. 7. The Board of Directors of the Appellant-Company in its 328th meeting held on 28.05.2001 discussed the issue of roll back of retirement age and approved the proposal to roll back the retirement age. In this regard, it took note of the recommendations of its consultant M/s. Price Whaterhouse Coopers engaged by it to suggest various options to reduce the manpower cost. In this regard, it took note of the recommendations of its consultant M/s. Price Whaterhouse Coopers engaged by it to suggest various options to reduce the manpower cost. According to the Appellant-Company, it was rationally estimated that the decision to roll back the age of retirement in the Appellant-Company would reduce the manpower by 3500 and cost by about Rs. 140 Crores during the period of five years thereafter. Based on the approval of the Board of Directors, the Company rolled back the age of retirement to 58 years in all its manufacturing units, sales and services offices with effect from 30.06.2002. 8. In so far as the Bangalore Unit was concerned, admittedly the age of superannuation in the Standing Orders had continued to be 58 years and hence without there being any further need or necessity to amend the Standing Orders, the roll back of retirement age to 58 years was effected from 30.06.2002. In so far as the other units which had amended the Standing Orders, the roll back for employees was effected at a later date after completion of the procedure laid down in the Industrial Employment (Standing Orders), Act, 1946 (hereinafter referred to as ‘the Act’, for short). This aspect is evident from the averment made in paragraph 11 of the appeal memo by the Appellant-Company. It is against this decision of the Company, several employees filed various writ petitions. 9. The learned Single Judge has passed an order partly allowing the writ petition, setting aside the impugned circular and the consequent order. A direction was issued to the respondent ‘to take notice of various relevant factors including the committee’s report, statutory remedies in terms of the I.D. Act, existing settlement, the present condition of the Company and other relevant factors incidental and/or preliminary for the purpose of retirement age to 58 years. Liberty is reserved to take note of any subsequent development during this period for the purpose of redecision’. A direction was also issued to the Appellant-Company to continue the employees at Bangalore till they attain the age of 60 years pending redecision in terms of this order. Those who had attained 58 years as per the circular impugned in the writ petition were held not entitled for any relief. However, it was made clear that any relief to them would depend upon the redecision to be taken by the Government. Those who had attained 58 years as per the circular impugned in the writ petition were held not entitled for any relief. However, it was made clear that any relief to them would depend upon the redecision to be taken by the Government. It is necessary to note that the directions issued by the learned Single Judge have been stayed in the appeal filed by the Company. 10. During the pendency of the writ petition, learned Single Judge had passed an order on 26.02.2003 regarding the consent expressed by the employees-writ petitioners for fixing the retirement age at 59 years and hence the management was asked to consider the proposal so as to settle the dispute. However, the management did not agree for fixing the age of retirement at 59 years. Thereafter, the matter having been heard, the learned Single Judge referring to various factors which are required to be taken note of with regard to fixation of retirement age and referring to the decisions of the Apex Court in the case of GUEST, KEEN, WILLIAMS (PRIVATE) LTD. VS. STERLING (P.J.) AND OTHERS – 1959(2) LLJ 405 ; IMPERIAL CHEMICAL INDSUTRIES (INDIA) (PRIVATE) LTD., BOMBAY Vs. ITS WORKMEN – 1969(2) LLJ 716 and K. NAGARAJ Vs. STATE OF A.P. – AIR 1985 SC 551 , came to the conclusion that the rejection in the age of retirement has to be considered with greater objective on the basis of emperical data furnished by scientific investigation. The learned Single Judge has come to the conclusion that the Board did not properly appreciate the various options while dealing with the manpower cost reduction options in deciding to reduce the retirement age. The learned Single Judge has found that the PWC did not give only one option of reducing the retirement age from 60 to 58 years, but several options were given and those options were not properly considered and/or appreciated by the Appellant-Company. The learned Single Judge has further found that the binding settlement between the parties for a period of 10 years as per Annexure-M6 dated 22.02.2000 was not considered when a decision to roll back was taken by the Company. The learned Single Judge has also found that maturity and experience being critical factors for saving a sinking company, the company could have taken note of the said factors. The learned Single Judge has also found that maturity and experience being critical factors for saving a sinking company, the company could have taken note of the said factors. In paragraph 26 of the order, the learned Single Judge comes to the conclusion that the company had increased the retirement age to 60 years in the year 1998 and all of a sudden within three years, it has reduced to 58 years. Some more scientific data and some more attention would have saved the situation of roll back in his view. It is in this background, the learned Single Judge has come to the conclusion that the decision making process in rolling back the age of retirement from 60 to 58 years suffered from non-consideration of relevant factors resulting in miscarriage of justice. 11. Learned Senior Counsel Sri Kasturi appearing for the Appellant-Company has contended that the learned Single Judge has virtually sit in an appeal over the decision taken by the Company which is approved by the Government. He refers to the data regarding the manpower cost reduction as contained in the PWC recommendation at Item No.B-7 extracted by the learned Single Judge in the order. He emphasizes the fact that the company has taken into consideration all aspects of the matter and the best option is considered and preferred while rolling back the age of retirement, which is a lesser option. It is his further submission that the company had no funds to pay towards voluntary retirement scheme and therefore having regard to the recurring loss suffered, it was constrained to take a decision to roll back the age of retirement. He has brought to the notice of the Court the decision in the case of ITI LTD NAINI OFFICERS ASSOCIATION & ANOTHER VS. UNION OF INDIA & ANOTHER ( 2003 (1) LLN 32 ) of the Allahabad High Court. He invites our special attention to this judgment to content that in respect of the same company (U.P. Unit), decision taken by the Board in the matter of rolling back from 60 years of age of retirement to 58 years is upheld and the said decision has become final. He further contends that the suggestion made to reduce it to 59 years, instead of 60 years was not practical. He further contends that the suggestion made to reduce it to 59 years, instead of 60 years was not practical. In this regard, he has invited our attention to the extract of the minutes of the 341st meeting of the Board of Directors of the Company held on 03.03.2003. He contends that by rolling back the retirement age, the Company has been able to reduce the employee cost as the savings projected on rolling back will be around Rs.140 Crores over a period of five years and in case the age of retirement is fixed at 59 years, the savings will be eroded by Rs.70 Crores. He has also pointed out by referring to the said minutes that the company had released about 1200 personnel on voluntary retirement with effect from 31.07.2001 to 31.07.2002. 12. Sri Kasturi contends that in the absence of any malafide action or abuse of the power of the Appellant-Company, the policy decision taken to roll back the age of retirement, keeping in mind the interest of the company and its continued survival cannot be interfered with in exercise of the writ jurisdiction. It is his further submission that when the disinvestment commission as itself opined about the condition and status of the company and when the decision is taken by the board based on the report of the disinvestment commission, the same is not amenable for judicial review. It is his submission that the wisdom of economic policies are not amenable to judicial review. He has placed reliance on number of decisions in this regard including the following decisions. (i) PTR EXPORTS (MADRAS) PVT. LTD. & OTHERS VS. UNION OF INDIA & OTHERS – 1996(5) SCC 268 ; (ii) BALCO EMPLOYEES UNION (R) VS UNION OF INDIA & OTHERS – 2002(2) SCC 333 ; (iii) HARYANA FINANCIAL CORPORATION & ANOTHER VS JAGADAMBA OIL MILLS & ANOTHER – 2002(3) SCC 496 ; (iv) STATE OF H.P. & ANOTHER VS PADAM DEV & OTHERS – 2002(4) SCC 510 ; (v) I.T.I.LTD., NAINI OFFICERS ASSOCIATION & ANOTHER VS UNION OF INDIA & ANOTHER – 2003(1) LLN 32 . 13. He also submits that as the decision is taken by the board on the advise of the expert body viz., the auditors and other experts who have opined regarding the economic condition and implications of the company, the learned Single Judge was not justified in interfering with the same. 13. He also submits that as the decision is taken by the board on the advise of the expert body viz., the auditors and other experts who have opined regarding the economic condition and implications of the company, the learned Single Judge was not justified in interfering with the same. In this regard, reliance is placed on the judgment of the Apex Court in the case of UNION OF INDIA & OTHERS VS SHAH GOVERDHAN L.KABRA TEACHERS’ COLLEGE – 2002(8) SCC 228 . 14. Attention of the Court is invited to the extract of the recommendations of M/s.Price Whaterhouse Coopers which was placed before the board meeting held on 21.05.2001, wherein it is stated that the ITI had manpower cost at 20% of revenues in 1999-2000 which was at a high proportion of 60% of its fixed costs and therefore, reduction of manpower cost was a ‘strategic imperative’. The options suggested by M/s.PWC include redeployment of 200 people in growth areas like Total Solutions and Telecom Software; reduction in retirement age by 58 by March 2001 and thereafter to 55 years by March 2003; more attractive VRS; transfer of about 1000 employees to Department of Telecommunication Services. Sri Kasturi has vehemently contended that consequent upon the liberalization of the economy and opening up the private telecom sectors, the company’s business prospects have been seriously affected and the company is facing uncertainly and instability thereby affecting its very viability. He contends that the immediate impact of liberalization being rivalry and competition by the appellant with the Indian Private Sectors and MNCs in telecom business, the same has seriously affected the business of the appellant. Inviting our attention to the stand taken by the Appellant-Company in the statement of objections filed before the learned Single Judge, he points out referring to paragraph 18 that the company suffered loss to the tune of Rs.81.91 Crores during 1994-95 which was increased to Rs.283.96 Crores in 1995-96 followed by Rs.87.66 Crores in 1996-97. He also points out that the company had to report to BIFR under Section 23 of the Sick Industrial Companies (Special Provisions) Act as 50% of its net worth had eroded on account of previous three years losses amounting to Rs.453.53 Crores. He also points out that the company had to report to BIFR under Section 23 of the Sick Industrial Companies (Special Provisions) Act as 50% of its net worth had eroded on account of previous three years losses amounting to Rs.453.53 Crores. Though the company managed to post marginal profits at Rs.11.26 Crores in 1997-98 on the sales turnover, which profit margin was negligible and that the same did continue, for the year 2000-01 when the profit was very minimal in a sum of Rs.27.55 Crores and further eroded to Rs.18.20 Crores in the year 2001-02 though the turnover was increased year after year, the profit margin did not cope up but witnessed decline affecting the viability of the company. The major factor which contributed to this was the manpower cost. In paragraph 23 of the statement of objections, the company has stated that the Disinvestment Commission assessed the ideal manpower requirement of the company as 7,000 as against the existing 21,510. The report of the Disinvestment Commission is produced at Annexure-R9 along with the statement of objections. It is further contended that efforts to reduce the surplus manpower through VRS route since 1991 could address the problem to a certain extent. On the other hand, it increased the cost of the company by way of enhanced borrowings and interest payments. It is contended that the company had so far spent an amount of Rs.186.76 Crores towards VR and the Government has reimbursed only Rs.54 Crores. It has also stated in the statement of objections that the company’s efforts for redeployment of surplus personnel did not meet with the desired success on account of various factors and the Department of Telecommunication (DOT, for short) did not agree for deployment of the surplus manpower. 15. Attention of the Court is also invited to the report of the Chairman, Standing Committee of Information Technology relating to the Demands for Grants (2002-2003) pertaining to the Ministry of Communications and Information Technology (Department of Telecommunications). Inviting the attention of the Court to paragraph 164 of the report, it is submitted that the Committee had expressed concern noting that ITI having a huge work force of 21,600 employees, had incurred expenditure of Rs.131.06 Crores towards VRS since 1991-92 and the company had been reimbursed only an amount of Rs.54.11 Crores leaving the balance of Rs.76.95 Crores. Inviting the attention of the Court to paragraph 164 of the report, it is submitted that the Committee had expressed concern noting that ITI having a huge work force of 21,600 employees, had incurred expenditure of Rs.131.06 Crores towards VRS since 1991-92 and the company had been reimbursed only an amount of Rs.54.11 Crores leaving the balance of Rs.76.95 Crores. With prices falling year after year for the product manufactured by the company and the volume of production not increasing substantially in the areas where manual labour is relevant, the report suggested encouraging the work force to opt for voluntary retirement which had become an essential feature for the growth of the company. Concern voiced by the Committee in its report stating that, ‘ITI which has turned around very recently will be hit very hard financially if the balance of Rs.76.95 Crores towards VRS is not reimbursed to it’. The Chairman of the Committee also recommended that in view of the financial position of the company, the DOT has to vigorously pursue the matter to get necessary fiscal relief to the company for its sustenance. 16. Learned Senior Counsel Sri M.C.Narasimhan appearing for the employees who have preferred the connected appeal, contends, at the outset, that the Appellant-Company is the instrumentality of the State falling under Article 12 and the status of the employees of the Company vis-à-vis the employees of the Government is totally different and therefore the Appellant-Company cannot at its sweet will roll back the age of retirement pleading financial difficulties. He submits that the essential difference between a Government servant and an employee of the Public Sector Undertaking which is the instrumentality of the State under Article 12 is that the Government can unilaterally choose the age of retirement by framing a rule, whereas in the case of the Government company, it is not so. He has addressed elaborate arguments on the aspects as to how the age of retirement in an Organisation depends upon variety of factors citing number of case laws on this aspect, he has pointed out that 60 years as age of retirement is fair and reasonable. Catena of cases wherein the fixation of age of 60 years as a reasonable age is referred to and relied upon. Among them, the following cases may be usefully referred: i) GUEST KEEN WILLIAM LTD. VS. Catena of cases wherein the fixation of age of 60 years as a reasonable age is referred to and relied upon. Among them, the following cases may be usefully referred: i) GUEST KEEN WILLIAM LTD. VS. P.J. STERLING & OTHERS ( AIR 1959 SC 1279 ). ii) IMPERIAL CHEMICAL INDUSTRIES LTD. VS. WORKMEN ( AIR 1961 SC 1175 ). iii) G.M.TALANG & OTHERS VS. SHAW WALLACE & CO. ( AIR 1964 SC 1886 ). iv) M/S.BRITISH PAINTS VS. WORKMEN ( AIR 1966 SC 732 ). (v) HINDUSTAN ANTIBIOTICS LTD. VS. WORKMEN ( AIR 1967 SC 948 ). 17. The other important aspect he has pointed out is that fixation of age of retirement depends upon important factors such as general health of the people. According to him as the general health of the people has greatly improved and the longevity of the people has seen marked improvement, no exception could be found for fixing the age of retirement at 60 years. Reference is made to the decision in the case of MOTI RAM DEKA & OTHERS VS. GENERAL MANAGER, NORTHEAST FRONTIER RAILWAY & ANOTHER ( AIR 1964 SC 600 ) in this connection. Thus, he has emphasized that one of the important criteria for fixing the age of retirement is life expectancy and general health. He has pointed out that financial capacity of an institution or company is never taken as one of the criteria. Thus, his submission is that fixation of age of retirement of the employees of the Appellant-company by enhancing it to 60 years from 58 years was not at all unreasonable and was prima facie justifiable. 18. Learned Senior Counsel has invited our attention to the judgment in the case of JEEWANLAL LTD. VS. THE WORKMEN & ANOTHER ( AIR 1972 SC 1210 ), wherein it has been noticed that the general trend of the time was to fix the age of retirement at 60 years. Likewise, reliance is placed on the judgment in the case of CHAIRMEN, U.P.JALA NIGAM VS. JASWANTH SINGH (AIR 2007 SC 924), wherein also 60 years of age of retirement was considered as the reasonable age. Likewise, reliance is placed on the judgment in the case of CHAIRMEN, U.P.JALA NIGAM VS. JASWANTH SINGH (AIR 2007 SC 924), wherein also 60 years of age of retirement was considered as the reasonable age. Learned Senior Counsel has been very critical of about the stand taken by the board treating the board level employees as different and distinct class for whom the age of retirement is fixed at 60 years, whereas for other employees below board level, the age of retirement is fixed at 58 years. An instance of Madras Fertilizers Corporation which had approached the Government of India stating that it was suffering losses and therefore intended to opt for exemption provided to such companies from increasing the age of retirement to 60 years, which was turned down by the Government of India, is brought to the notice of the Court to contend that there was no reason for the Appellant-Company to move the Government for roll back on the ground that it had suffered loss for few years. 19. It is next contended that having enhanced the age of retirement to 60 years during May 1998, all the employees were informed by the Appellant-Company regarding the enhancement and therefore it become the condition of their service as it was in operation upto 30.06.2002 and hence it could not have been rolled back unilaterally. He has also invited our attention to the Standing Orders in Rule 17(7) to urge that since the increase in the age of superannuation impliedly became part of the Standing Orders, the same could only be taken away by amendment or exemption under Section 10 of the Act. 20. In so far as the alleged loss suffered by the Appellant-Company, learned Senior Counsel for the petitioner points out that the annual statement showed encouraging signs of the industry and when the decision to roll back was taken on 25.01.2001, the company was not under loss which factor has been ignored. Taking us through the report of the Standing Committee and the Disinvestment Commission, he submits that they could not have been made the basis for the roll back. Replying to the assertion of the company that roll back was a policy decision, he contends that the argument based on policy decision is unacceptable. Even if it is a policy decision, if it infringes the rights, the company cannot take shelter under the same. Replying to the assertion of the company that roll back was a policy decision, he contends that the argument based on policy decision is unacceptable. Even if it is a policy decision, if it infringes the rights, the company cannot take shelter under the same. In this background, learned Senior Counsel has contended that the order passed by the learned Single Judge deserves interference. 21. Having heard the learned Senior Counsel for the parties and on careful perusal of the entire pleadings and the legal contentions urged the points that arise for our consideration are, (i) Whether the order passed by the learned Single Judge directing reconsideration of the question regarding roll back of the age of retirement from 60 years to 58 years is legal and valid? (ii) Whether the action of the appellant-Company in rolling back the age of retirement from 60 to 58 years deserves interference by this Court? (iii) Whether the decision to roll back from 60 to 58 years can run counter to the certified Standing Orders without carrying out necessary amendment to the Standing Orders as per law? 22. Point Nos.1 & 2:- One of the reasons which has persuaded the learned Single Judge in coming to the conclusion that all the relevant materials were not taken into consideration by the board while taking a decision on roll back from 60 to 58 years, is that the board had not property appreciated the various options given for the purpose of cost reduction option in the report submitted by the PWC. M/s.Price Whaterhouse Coopers (PWC) was engaged by the Appellant-Company to suggest recommendations and various options. The Board of Directors of the Appellant-Company at their 328th meeting held on 21.05.2001 discussed in detail the recommendations of the consultant M/s.Price Whaterhouse Coopers. The report of PWC makes it very clear that the manpower cost of ITIs was at 20% of the revenues in the year 1999-2000 which was as high as 60% in proportion to its fixed costs, and therefore reduction of manpower cost was a ‘strategic imperative’. One of the important options suggested by this committee in its report was reduction in retirement age to 58 years by March 2001 and thereafter to 55 years by March 2003. One of the important options suggested by this committee in its report was reduction in retirement age to 58 years by March 2001 and thereafter to 55 years by March 2003. The other option suggested was to provide attractive VRS facilities during 2000-01, transfer of about 1,000 personnel to Department of Telecommunication during 2001-02 and redeployment of 200 people in growth areas like Total Solutions and Telecom Software. These options suggested by PWC are cumulative options. 23. As can be seen from the recommendations of the PWC, the measures/options cumulatively if implemented, could reduce the manpower strength to around 7,600 by 2004-05 and the manpower cost by Rs.81 Crores in 2004-05. The learned Single Judge was not right and justified in holding at paragraph 23 of the judgment that various options given for the purpose of minimizing the manpower cost were not considered based on their merits and demerits and only reduction in retirement age from 60 to 58 years which was one of the options was resorted to, as the PWC did not give only one option of reducing the retirement age from 60 to 58 years but had given several other options. As adverted to herein above, the options given by the PWC were cumulative options. The other important option of reducing manpower by resorting to VRS, as rightly contended by the learned Senior Counsel for the Appellant had been vigorously pursued earlier and as much as Rs.131.6 Crores was incurred as expenditure towards VRS, out of which the company was reimbursed only an amount of Rs.54.11 Crores, leaving the balance of Rs.76.95 Crores. With the price falling year after year for the products manufactured by the Company and the volume of production not increasing substantially, the company was hard hit financially. The contention of the learned Senior Counsel Sri Kasturi is fully probablized by the report of the Chairman of the Standing Committee for Information Technology (2002), wherein at para 164, the financial liability incurred due to VRS and how it has hit the company financially is referred. As regards the other option of deploying 1000 employees to the Department of Telecommunication Services as suggested by the PWC, it is clear from the stand taken by the board that the proposal to transfer by deploying these employees to the Department of Telecommunication Services has been turned down. As regards the other option of deploying 1000 employees to the Department of Telecommunication Services as suggested by the PWC, it is clear from the stand taken by the board that the proposal to transfer by deploying these employees to the Department of Telecommunication Services has been turned down. In such circumstances, the observation made by the learned Single Judge holding that the options suggested by the PWC have not been considered and therefore relevant factors have been omitted from consideration, is against the factual position. The roll back of retirement from 60 to 58 years has been one of the important and cumulative options suggested by the PWC. Acceptance of the said option by the board and the Government cannot be found fault with stating on the that the other options ought to have been considered and exhausted. 24. Another aspect that is noticed by the learned Single Judge in paragraph 24 of the order is that the terms of the binding settlement between the parties valid for a period of 10 years have not been referred to when the decision to roll back was taken by the Government. It is not the case of the writ petitioners that the settlement had anything to do with the increase of the age of retirement and the subsequent roll back. As long as the settlement did not stipulate any term or condition with regard to the roll back of the age of retirement, reference to the same by the learned Single Judge while holding that relevant materials have not been considered is not sustainable. The other observations of the learned Single Judge stating that seniority and experience are the assets of proper working of the company and experienced persons can perform the job in a more efficient manner compared to other less experienced persons and that maturity and experience were critical factor for a suffering/sinking company which could not have been forgotten and that some more scientific data and some more attention would have saved the situation of roll back and therefore it was necessary to direct reconsideration of the matter, in our considered view, are not matters that can impel exercise of power of judicial review to examine the validity of the decision taken in the matter pertaining to roll back of retirement age. As rightly contended by the learned Senior Counsel Sri Kasturi, such matters, which are essentially impelled by multifarious factors including economic and financial strength and viability of the company are well left to the wisdom and discretion of Board of Directors of the Company and the Union Government as these decisions are essentially a policy decisions spelt out after taking into consideration all the relevant factors. It is held by the Apex Court in the case of INDIAN RAILWAY COMPANY LTD. VS AJAY KUMAR – AIR 2003 SC 1843 at paragraph 18, while finding out the reasonableness of an administrative action which is challenged as opposed to Article 14 of the Constitution that to arrive a decision of reasonableness, the Court has to find out if the administrator has left out relevant factors or taken into consideration irrelevant factors. The decision of the administrator must have been within the four corners of the law and not one which no sensible person could have reasonably arrived at. The decision could be one of many choices open to the authority. It was for the authority to decide upon the choice and not for the court to substitute its view. Though the learned Single has noticed this decision of the Apex Court, the principle underlying the same which excludes judicial review of such administrative action where the authority has opted for one of the choices open to it viz., in the instant case the option of rolling back the age of retirement from 60 years to 58 years and not opting for VRS due to paucity of funds with an intention to save the company, is ignored. In the facts and circumstances of the present case, particularly cumulative options suggested by the PWC which includes reduction of retirement age to 58 years and the reports of the Disinvestment Commission and as also the Standing Committee for Information Technology are taken note of to roll back as it was one of the compelling options and choices which the Board of Directors had and which has been chosen. The Government of India has approved the same. It is not for this Court to sit in judgment over such decision as long as the said decision is not arrived at in an arbitrary, capricious or malafide manner. The Government of India has approved the same. It is not for this Court to sit in judgment over such decision as long as the said decision is not arrived at in an arbitrary, capricious or malafide manner. The relevant factors required to be considered are factors that are placed before the Committee by way of options in the report of PWC. Once the report of PWC is clear and categorical in suggesting that these options are cumulative to save the company and if the Board of Directors have chosen one or more of such options and not choosing the others for valid reasons as explained herein above, the decision cannot be interfered with on the ground that one of many options alone is accepted. It is open for the authority to decide upon the options and accept the same to the exclusion of the others. Therefore, the learned Single Judge erred in holding that though the materials in the form of several options were available, the same were not considered. In the case of ITI LTD., NAINI OFFICERS ASSOCIATION & ANOTHER VS UNION OF INDIA AND OTHER – 2003(1) LLN 32 , the High Court of Judicature at Allahabad dealt with the same question pertaining to the same company but of a different unit in Uttar Pradesh, where also the age of superannuation was raised from 58 to 60 years to take effect from 30.05.1998 and was subsequently rolled back to 58 years. The Court held the action as valid and legal. Reference is made by the Allahabad High Court to many public sector undertakings who rolled back the age of retirement from 58 years and the rolling back of the age of retirement of board level employees in the ITI Unit of Uttar Pradesh was held not discriminatory as the board level employees constituted a different class. The Allahabad High Court has held that the employees had no legal right to challenge the same except on a very limited ground such as the same contravened any provision of the Constitution or a statute or a rule having binding force. The Allahabad High Court has held that the employees had no legal right to challenge the same except on a very limited ground such as the same contravened any provision of the Constitution or a statute or a rule having binding force. Sri Kasturi has invited our attention to paragraphs 16 and 21 of the said judgment, wherein after considering catena of decisions, it is held that there was nothing to show that the policy of the company to roll back the age of retirement to 58 years infringed any constitutional provision or statutory rule. He has also brought to our notice the judgment in the case ONKAR LAL BAJAJ & OTHERS VS UNION OF INDIA & ANOTHER – 2003(2) SCC 673 , wherein it is held that clubbing of unequals amounts to arbitrary exercise of executive power. He, therefore, justifiably submits that different treatment meted out to different class of employees such as below board level employees and above board level employees for the purpose of roll back cannot be termed as arbitrary or discriminatory violating Article 14 of the Constitution. We have no reason to reject this contention as the classification is founded on an intelligible differential between the class grouped together and those left out of the group for the purpose of roll back from 60 to 58 years. 25. Although several decisions are cited by the learned Senior Counsel Sri M.C.Narasimham to substantiate his contention that having regard to the general health conditions and longevity and life expectancy in India, the age of superannuation of 60 years is fair and reasonable and the same is held to be so in number of decisions of the Apex Court, we cannot proceed to interfere with the decision taken by the Board of Directors of the Company and the Union Government on the basis of this general principle. The action of the authority in taking a policy decision for rolling back of retirement age based on the report of the PWC and its financial position. Its viability coupled with the reports of the Disinvestment Commission, can be a subject matter of judicial review only to a limited extent of finding out as to whether there is any contravention of the constitutional or statutory provisions or there is any arbitrary or malafide exercise of power, which also falls within the ambit of Article 14 of the constitution. The correctness of the decision taken cannot be scrutinized or examined by this Court on the strength of the general principles such as the prevailing general health, life expectancy and longevity which may justify the age of retirement at 60. We may very usefully refer to the decision of the Apex Court in BALCO EMPLOYEES UNION (REGD.) VS UNION OF INDIA & OTHERS ( 2002(2) SCC 333 ), wherein the Apex Court has held that the Court cannot examine the relative merits of different economic policies and cannot strike down a policy merely on the ground that another policy would have been fairer and better and that unless the decision in contrary to any statutory provision or the Constitution Court cannot interfere with it and the power of Judicial Review cannot be exercised. 26. For the aforementioned reason, we answer point nos. 1 & 2 against the writ petitioners. We also hold that the learned Single Judge was not right and justified in recording a finding that relevant factors were not taken into consideration while resorting to roll back the age of retirement from 60 to 58 years. 27. Point No. 3:- The next point that requires consideration is with regard to the provisions contained under the Industrial Employment (Standing Orders), act, 1946 and the effect of the certified Standing Orders applicable to the Company. As per Clause 17 (7) of the Standing Orders, which is extracted by us earlier, the age of superannuation of the employee shall be 58 years. The employee may also avail voluntary retirement after attaining the age of 55 years by giving three months’ notice and the employee who attains the age of 58 years may be continued in service upto the age of 60 years subject to medical fitness at the end of each year. This certified Standing Orders has become the condition of service of the employees to whom the Standing Orders are applicable. Merely because the company has rolled back the age of superannuation from 60 to 58 years, it cannot have the effect of negating the operation of the Standing Orders. No doubt, the age of superannuation even in the Standing Orders is fixed at 58 years. To this extent the action of the company in rolling back may be said to be consistent with the Standing Orders in existence. No doubt, the age of superannuation even in the Standing Orders is fixed at 58 years. To this extent the action of the company in rolling back may be said to be consistent with the Standing Orders in existence. But the Standing Orders provide an opportunity in favour of the employee attaining the age of 58 years to be continued in service upto the age of 60 years subject to medical fitness at the end of each year. This is provided under Clause 17(7)(iii). The roll back cannot take away this available opportunity as long as the Standing Orders hold the field and as long as the same is not amended in accordance with the provisions of the Act. The rights and obligations flowing from the Standing Orders have to be adhered to by the parties. However, the contention urged by the learned Senior Counsel Sri M.C.Narasimhan that the increase of age of retirement has become part of the Standing Orders by implication cannot be expected. In the absence of any amendment to the Standing Orders based on the increase, such a contention is untenable. 28. Therefore, while holding that the roll back from 60 to 58 years cannot be interfered with by this Court in exercise of judicial review power, we make it clear that the roll back cannot have the effect of affecting the existing rights recognized in the employees and the company in terms of Clause 17(7) of the Standing Orders. Point No. 3 is answered accordingly. 29. In the result, W.A. No. 6812/2003 filed by the ITI is allowed. The order passed by the learned Single Judge is set aside. It is made clear that the roll back of the age of retirement from 60 to 58 years is subject to the certified Standing Orders applicable to the ITI, Bangalore Unit. Accordingly, W.A. No. 2024/2004 is disposed of. 30. As there was an interim order of stay of operation of the order passed by the learned Single Judge during the pendency of these appeals, we do not find that this order will in any manner fasten financial burden on any of the employees as they have not been continued in service after attaining the age of 58 years by virtue of the direction issued by the learned Single Judge. Therefore, such mitigative measures in the form of necessary directions are unnecessary. 31. Therefore, such mitigative measures in the form of necessary directions are unnecessary. 31. Parties to bear their respective costs.