JUDGMENT ABHAY M. NAIK, J. ( 1. ) THIS writ appeal has been preferred against the order dated 10-8-2010, passed by the learned Single Judge of this Court in W. P. No. 1106 of 2010, directing thereby the Appellate Authority to pass appropriate orders taking into consideration the grounds raised by the petitioner in the memo of appeal within a period of 60 days. ( 2. ) THE factual matrix relevant for the purposes of the appeal is in narrow compass. THE petitioner/respondent was appointed as a dealer by Indian Oil Corporation, vide dealership agreement contained in Annexure P-1, executed in the year 1994. THE petitioner was required to achieve sales target every month with regard to different petroleum products, as described therein. Clause 9 of the agreement contemplates that if the said targets are not achieved, at any time during currency of agreement for three out of six consecutive months, then the Corporation shall have a right to terminate the agreement of dealership. Clause 58 of the agreement empowers the Corporation to terminate the agreement of dealership upon or at any time after the happening of any of the events described therein. On 26-8-2005, an inspection was carried out at the retail outlet of the petitioner. THE sample was found to be adulterated. Consequently, supply of petroleum products to the petitioner was suspended immediately forthwith. Show cause notice dated 12-12-2005 (Annexure P-3) was issued by the appellant that the petitioner failed to achieve minimum sales target and that the samples drawn from the retail outlet of the petitioner failed in the laboratory test. It was stated in the show cause notice that acts of the petitioner were in violation of the terms and condition of dealership agreement, for which, the dealership is liable to be terminated. THE petitioner was asked to show cause within fifteen days as to why its dealership should not be terminated. A reply vide Annexure P-4, was sent to the Corporation. THE explanation, furnished by the petitioner was not found satisfactory and, consequently, the dealership of the petitioner was terminated vide Annexure P-5, dated 10-9-2008. THE petitioner was asked to show cause within fifteen days as to why its dealership should not be terminated. A reply vide Annexure P-4, was sent to the Corporation. THE explanation, furnished by the petitioner was not found satisfactory and, consequently, the dealership of the petitioner was terminated vide Annexure P-5, dated 10-9-2008. It is pertinent to mention here that in the letter of termination itself, it was specifically mentioned that as per Clause (iv) of the Notes under Chapter-6 of M.D.G., 2005, in the event of termination, the dealer, within 30 days of the order, will have the right to appeal before the appropriate authority who will be empowered to decide the matter. It was further mentioned that the petitioner, if so desires, may prefer appeal within 30 days to the Executive Director of the Corporation (Retail Sales) at the address mentioned therein. Pursuant thereto, the petitioner submitted appeal/representation before the Executive Director (Retail Sales) within time. The Appellate Authority vide its order dated 13-7-2009 (Annexure P-8) decided that the termination of the retail outlet of the petitioner for the irregularity of adulteration of MS is invalid. He set aside the termination order for the said irregularity. However, the Appellate Authority further observed that no observation or decision is made in respect of other irregularity, for which, the dealership was terminated, i.e. non-achievement of sales target as the action of termination for this irregularity has been taken under dealership agreement and not under MDG 2005. ( 3. ) THE order of Appellate Authority was submitted to the appellant with a request to restore the supply, since the order of termination was set aside. THE appellant-corporation vide Annexure P-9, dated 3rd of July, 2009, informed that the Appellate Authority had not made any decision pertaining to termination of the dealership for non-achievement of sales target, as the same falls under the dealership agreement. It was clearly informed that the dealership agreement with the petitioner remained terminated as per the letter dated 10-9-2008, i.e. Annexure P-5. ( 4. ) AGGRIEVED by the same, the petitioner submitted the writ petition which was opposed on the ground that the termination of dealership on the ground of non-achievement of sales target was based on the powers derived from the agreement of dealership and not under MDG. ( 4. ) AGGRIEVED by the same, the petitioner submitted the writ petition which was opposed on the ground that the termination of dealership on the ground of non-achievement of sales target was based on the powers derived from the agreement of dealership and not under MDG. This being so, the Appellate Authority rightly refused to adjudicate the question of termination on the ground of non-achievement of sales target. According to the appellant, the petitioner ought to have invoked the arbitration clause 69, as contained in dealership agreement. Learned Single Judge, vide the impugned order observed that the Appellate Authority ought to have decided the appeal-cum-representation in its entirety and ought not to have left the question of termination on the basis of non-achievement of sales target, undecided. Accordingly, the petition has been allowed in part vide the impugned order and a direction has been issued to the Appellate Authority to pass appropriate order taking into account all the grounds raised in memo of appeal. ( 5. ) AGGRIEVED by the aforesaid, the Indian Oil Corporation has preferred the present writ appeal. ( 6. ) LEARNED Senior Advocates appearing for the rival parties made their respective submissions, which have been considered in the light of material on record, as well as the various provisions governing the situation. Main contention of learned senior counsel appearing on behalf of the appellants is that the respondent was required to achieve specific sales target as prescribed in the agreement. Non-achievement of such target may lead to termination of dealership. Right of such termination is derived from the powers provided in the agreement of dealership and not under the MDG. This being so, the respondents could not have invoked the forum of appeal in respect of termination for non-achievement of sales target before Appellate Authority. Accordingly, the Appellate Authority has rightly refused to adjudicate the question of termination on the basis of non-achievement of sales target. The respondent ought to have invoked the arbitration clause for this purpose. ( 7. ) SHRI S. C. Bagadiya, learned Senior Advocate, supported the impugned order. ( 8. ) CONSIDERED the submissions and perused the record. Right to terminate the agreement of dealership is conferred by virtue of Clause 58 of dealership agreement which reads as follows : "58. The respondent ought to have invoked the arbitration clause for this purpose. ( 7. ) SHRI S. C. Bagadiya, learned Senior Advocate, supported the impugned order. ( 8. ) CONSIDERED the submissions and perused the record. Right to terminate the agreement of dealership is conferred by virtue of Clause 58 of dealership agreement which reads as follows : "58. Notwithstanding anything to the contrary herein contained, the Corporation shall be at liberty to terminate this Agreement forthwith upon or at any time after the happening of any of the following events, namely – (a) If the Dealer shall commit a breach of any of the covenants and stipulations contained in the Agreement, and fail to remedy such breach within four days of the receipt of a written notice from the Corporation in that regard. (b) upon (i) the death or adjudication as insolvent of the Dealer, if he be an individual; (ii) the dissolution of the partnership of the 'Dealer's firm or the death or adjudication as insolvent of any partner of the firm, if the Dealer be a firm; (iii) the liquidation, whether voluntary or otherwise or the passing of an effective resolution for winding up if the Dealer be a Company or Co-operative Society; (c) If any attachment is levied and continued to be levied for a period of seven days upon the effects of the Dealer or any individual partner for the time being of the Dealer's firm or any member in the Dealer Co-operative Society. (d) If the Dealer or any partner in the Dealer's firm or any member of the Co-operative society appointed as Dealer hereunder shall be convicted of a criminal offence. (e) If a receiver shall be appointed of any property or assets of the Dealer or of any partner in the Dealer's firm or of any member of the Dealer Co-operative society. (f) If the licence issued to the Dealer by the relevant authorities for the storage of petroleum product supplied by the Corporation is cancelled or revoked. (g) If the Dealer shall for any reason make default in payment to the Corporation in full or his outstanding as appearing in Corporation's books of account beyond 4 days of demand by the Corporation. (g) If the Dealer shall for any reason make default in payment to the Corporation in full or his outstanding as appearing in Corporation's books of account beyond 4 days of demand by the Corporation. (h) If the Dealer does not adhere to the instruction issued from time to time by the Corporation in connection with safe practices to be followed by him in the supply/storage of the Corporation's products or otherwise. (i) If the Dealer shall deliberately contaminate or tamper with the Quality or any of the Corporation's products, (j) If the Dealer shall sell the Corporation's products at prices higher than those fixed by the Corporation, (k) If any information given by the Dealer in his application for appointment as a Dealer shall be found to be untrue incorrect in any material particular. (l) If the lease/tenancy of the Dealer (if the Dealer holds the site as lessee or tenant) shall be terminated or purported to be terminated or comes to an end for any reason whatsoever, (m) If the Dealer shall either by himself or by his servants or Agents commit or suffer to be committed any act which in the opinion of the General Manager of the Corporation for the time being in whose decision shall be final, is prejudicial to the interest or good name of the Corporation or its products, the General Manager shall not be bound to give reason for such decision. The Corporation's right to terminate this Agreement under the terms of this clause shall be without prejudice to any of its other rights and remedies against the Dealer. In the event of the Corporation terminating this Agreement under the provisions of this clause, it shall not be liable to pay for any loss or compensation in respect of such termination PROVIDED THAT the supply of any petroleum products by the Corporation to the Dealer, pending expiry of any notice of termination or after any act, contravention or omission by the Dealer entitling the Corporation to terminate this Agreement shall have become known to the Corporation, shall not in any way prejudice or affect the right of the Corporation to revoke and/or enforce the termination of this Agreement and the license granted hereunder." ( 9. ) LIKEWISE Arbitration Clause is contained in agreement as follows :- "69. ) LIKEWISE Arbitration Clause is contained in agreement as follows :- "69. Any dispute or difference of any nature whatsoever or regarding any right, liability, act, omission or account of any of the parties hereto arising out of or in relation to this Agreement shall be referred to the sole arbitration of the Director Marketing of the Corporation, or of some officer of the Corporation who may be nominated by the Director Marketing. The Dealer will not be entitled to raise any objection to any such arbitrator on the ground that the arbitrator is an officer of the Corporation or that he has to deal with the matters to which the contract related or that in the course of his duties as an officer of the Corporation he had expressed views on all or any of the matters in dispute or difference. In the event of the arbitrator to whom the matter is originally referred being transferred or vacating his office or being unable to act for any reason the Director Marketing as aforesaid at the time of such transfer, vacation of office or inability to act, shall designate another person to act as arbitrator in accordance with the terms of the Agreement. Such person shall be entitled to proceed with the reference from the point at\which it was left by his predecessor. It is also a term of this contract that no person other than the Director Marketing or a person nominated by such Director Marketing of the Corporation as aforesaid shall act as arbitrator hereunder. The award of the arbitrator so appointed shall be final, conclusive and binding on all parties to the Agreement, subject to the provisions of the Arbitration Act, 1940, or any statutory modification of or re-enactment thereof and the rules made thereunder and for the time being in force shall apply to the arbitration proceeding under this clause." ( 10. ) MARKETING Discipline Guidelines are provided by the appellants. Preamble of MDG is as follows :- "The MARKETING Discipline Guidelines for petrol and diesel retail outlets/SKO dealerships which have been in existence for over a decade, facilitate the marketing of these petroleum products by the dealers of the Public Sector Oil MARKETING Companies on the principles of highest business ethics and excellent customer service. Preamble of MDG is as follows :- "The MARKETING Discipline Guidelines for petrol and diesel retail outlets/SKO dealerships which have been in existence for over a decade, facilitate the marketing of these petroleum products by the dealers of the Public Sector Oil MARKETING Companies on the principles of highest business ethics and excellent customer service. These guidelines need to be constantly updated to meet the growing customer expectations, ensuring quality of product and service, enforcing stricter discipline amongst the dealership network and preventing malpractices in the sale of petroleum products. The Oil Companies consider it as their duty and responsibility to ensure dispensation of correct quality and quantity of products sold through their network. Appropriate disciplinary action as per conduct rules would be initiated against officers found erring in their duties. The conduct rules existing in the oil companies would be amended to state that in case an officer is charged under the MARKETING Discipline Guidelines, expeditious decision in the matter will be taken by the Oil Companies. At the same time, the dealers of the Oil Companies who are at the cutting edge of providing services to the customers will be responsible to provide this service in the best possible manner, ensuring quality and quantity of the products. The MARKETING Discipline Guidelines provide for taking punitive action against the dealers found indulging in irregularities/malpractices. In order to ensure compliance of the MARKETING Discipline Guidelines, Oil Companies would immediately register cases of serious nature of irregularities under the Essential Commodities Act. It is hoped that this document will enable the Oil Industry to realize its objectives on quality and quantity issues and also achieve the highest standards of customer service." The aforesaid preamble does not draw any demarcation between applicability of M.D.G. and applicability of agreement of dealership. Non-achievement of sales target has not been excluded while making the M.D.G applicable. There may be various reasons for non-achievement of sales target which may include even negligence, non-observance of timings etc. which may be covered under the ambit of irregularity. This being so, a residuary clause is inserted in MDG, which reads as under :- "(viii) In case of irregularities not specifically mentioned/covered above, the competent/appropriate authority of the concerned Oil Company shall impose proper penalty and/or issue warning letter after enquiry and in accordance with the principles of natural justice." ( 11. This being so, a residuary clause is inserted in MDG, which reads as under :- "(viii) In case of irregularities not specifically mentioned/covered above, the competent/appropriate authority of the concerned Oil Company shall impose proper penalty and/or issue warning letter after enquiry and in accordance with the principles of natural justice." ( 11. ) APPEAL is provided in Note (iv) of MDG as follows :- "(iv) The decision taken on action against the dealer based on the reply received from him for the show cause notice has to be communicated to the dealer in writing and this should be a speaking order. In the event of termination, the dealer, within 30 days of the Order, will have the right to appeal before the appropriate authority who will be empowered to decide in the matter. The appeal must be disposed of within 90 days from the date of the appeal. The appropriate authority to hear the appeals shall be by an officer not below the rank of Executive Director." ( 12. ) APPEAL under Note (iv) is not confined to termination made for violation of MDG alone. Instead, the right of appeal is extended to termination on any grounds, whatsoever, as is revealed in the words "in the event of termination". Thus a right of appeal has been conferred in the event of termination whether due to violation of dealership agreement or violation of MDG. As stated hereinabove, non-achievement of sales target cannot be termed merely as violation of dealership agreement. By virtue of Note (viii) (supra), it may also be termed as violation of MDG. Appellant itself while issuing show cause notice for termination has issued a common notice for non-achievement of sales target, as well as adulteration of sample. Similarly, it may be seen that the termination was made on account of failure to achieve the sales target as well as failure to maintain the quality. Termination on both the grounds has been made by a common order contained in Annexure P-5, wherein the attention of the respondent was drawn to clause No. 4 of the Notes under Chapter 6 of MDG, 2005 that in the event of termination, the dealer within 30 days of the order, will have a right before the appropriate authority to prefer appeal. Executive Director of the Corporation (Retail Sales) with address mentioned therein was described as Appellate Authority. Executive Director of the Corporation (Retail Sales) with address mentioned therein was described as Appellate Authority. We feel it proper to reproduce below the last paragraph of the termination order :- "It may please be noted that as per clause No. (iv) of the notes under Chapter-6 of MDG, 2005 in the event of termination, the dealer within 30 days of the order will have the right before the appropriate authority who will be empowered to decide in the matter. Accordingly, if you so desire you may prefer your appeal within 30 days of the letter to our Executive Director (Retail Sales) at the following address : Executive Director (Retail Sales) Indian Oil Corporation Limited Indian Oil Bhawan G-9, Ali Yavar Jung Marg, Bandra (East), Mumbai-400051". There was no whisper in Annexure P-5 that the appeal is to be confined to the termination on the ground of adulteration alone. Instead, the respondent was asked to prefer appeal, if he so desired. Thus, it is not open for the appellants to contend that the forum of appeal could not have been invoked against termination of dealership for non-achievement of sales target. ( 13. ) AS regard clause of arbitration, it may be seen that the appellants themselves have asked the petitioner/respondent to approach the Appellate Forum by inserting abovementioned paragraph in the notice of termination. This being so, it is not now open to the appellants to say that the Arbitration clause ought to have been invoked. Since the Appellate Forum was provided by the appellants themselves, no fault is found with the petitioner who preferred appeal before the Appellate Authority described by the appellants themselves in the termination order. In the result, we do not find any substance in the matter. Accordingly, the writ appeal is hereby dismissed, however, with no order as to costs. C.C. as per rules. Appeal dismissed.