Judgment :- S.C. DHARMADHIKARI, J. Rule. Respondents No.1 and 2 waive service. Since a short point is involved, the writ petition is taken up for final hearing by consent of parties. 2. By this petition under Article 226 of the Constitution of India, the Petitioners impugn certain communications, by which Nominations forwarded by them for Appointment to the post of Workmen Director, of Respondent No.2 Bank, have not been accepted. 3. The facts, in brief, are that petitioner No.1 is a registered association of various staff unions of the Bank of India, registered under the Trade Union Act, 1926 and Petitioner No.2 is the Deputy General Secretary of Petitioner No.1. He is an employee of the second Respondent Bank. The first Respondent is the Union of India, sued through the Department of Finance which is the controlling and governing authority for the Nationalised Banks. Respondent No.2 is a Nationalised Bank, in which, the member of the Petitioners are employed. 4. It is the case of the Petitioners that the Bank is managed by a Board of Directors. The Board of Directors is to be constituted under Section 9 of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 (hereinafter, referred to as the “Act”). Further, this provision empowers the Central Government to make a scheme for carrying out the provisions of the Act. The scheme, inter alia, provides for constitution of the Board of Directors and all such matters in connection therewith or incidental thereto as the Central Government may consider it necessary or expedient. Section 9 (3) of the Act states that every Board of Directors, constituted under any scheme made under subsection 9 (1) shall include one Director from among, such of the employees of the corresponding new bank, who are workmen under Section 2 (s) of the Industrial Disputes Act, 1947 and such a Director shall be nominated by the Central Government in such manner as may be specified in the scheme made under Section 9. 5. It is the case of the Petitioners that accordingly, a scheme was framed which is entitled “Nationalised Banks (Management and Miscellaneous Provisions) Scheme, 1970/1980”. It is the case of the Petitioners that various terms are defined in the scheme and in Chapters hereof, constitution of the Board is set out. 5. It is the case of the Petitioners that accordingly, a scheme was framed which is entitled “Nationalised Banks (Management and Miscellaneous Provisions) Scheme, 1970/1980”. It is the case of the Petitioners that various terms are defined in the scheme and in Chapters hereof, constitution of the Board is set out. Thereunder, Clause 2(i) deals with the nomination of workman Director on the Board of Directors of Banks like the second respondent, which are nationalized under the Act. As far as workman director is concerned, he shall be nominated by the Central Government from out of a panel of three such employees furnished to it by the representative Union, within a date to be specified by the Central Government, which date shall not be more than six weeks from the date of communication made by the Central Government, requiring the representative Union to furnish the panel of names. The term of office, as far as workman director is concerned, is specified in clause 9(2) (a) of the said scheme. He shall hold the office for such term not exceeding three years as the Central Government may specify at the time of his nomination and thereafter until his successor has been nominated and shall be eligible for renomination. 6. The case of the Petitioners further is that they received a letter from the management of the second Respondent Bank dated 28th May, 2009, calling upon them to furnish a panel of three names of Office Bearers in order of preference for appointment of workman Director. A copy of the said letter is annexed as Annexure “B”. 7. In response to this letter, by a communication dated 8th June, 2009, addressed to Respondent No.2 Bank, the Petitioners forwarded names of three employees, they are, Mr. Dinesh Jha ‘Lallan’, Mr. Ram Gopal Sharma, and Mr. Pranab Kumar Roychowdhary. 8. However, the Petitioners were surprised to receive a copy of letter dated 10th October, 2009 written by the Under Secretary to the Government of India, Ministry of Finance, addressed to the General Manager of Respondent No.2 Bank wherein it was stated that all three workmen employees recommended by the Petitioners are disqualified for being nominated as a Director as they have less than three years of residual service before they attain the age of superannuation. Such being the case, the Central Government conveyed its inability to nominate any of them as the Director on the Board of Directors of the second Respondent Bank and the Petitioners were requested to forward a fresh panel. 9. The Petitioners submitted a representation dated 21st October, 2009 to the Additional Secretary to reconsider the decision. However, the second Respondent Bank requested the Petitioners to submit a fresh panel by a letter dated 18th January, 2010. The Petitioners forwarded a representation to the Finance Minister of India, but the Bank once again requested them to submit a fresh panel. Correspondence continued and ultimately, the Petitioners being dissatisfied with the letter dated 10th October, 2009 (Annexure “C”) and the further communications of the Bank and finding that there is no response to their representation, filed this writ petition under Article 226 of the Constitution of India seeking to quash and set aside the same. 10. Mr. Kantak, learned Counsel appearing on behalf of the Petitioners submits that the first Respondent could not have treated the three employees whose names were forwarded for being appointed as a Workman Director, to be disqualified. His submission is that clause 3(2)(iii)(b) providing that the workman director should be of such age that there is no likelihood of his attaining the age of superannuation during his term of office as a director, cannot be construed to be a mandatory clause, but it is directory. He submits that the Bank has always treated this as directory, because persons having less than two years service left for retirement, were consistently appointed to the post of Workman Director. Mr. Kantak submits that from 1980, a large number of workmen/officer employees were appointed on the Board of Directors of different Banks, including three in Bank of India, and they did not have three years of service left before retirement. Mr. Kantak submits that the respondents have misinterpreted the scheme completely. Inviting our attention to clause 3(2)(i) and clause 9 and particularly, clause 9(2), it is submitted by him that what the scheme envisages is the maximum period of 3 years of a Director. There is no question of any disqualification. Assuming that any such disqualification is being read into clause 3(2)(iii), the same is contrary to Clause 9(2)(a) of the Scheme, read with its proviso, and there is clear inconsistency in these two clauses. There is no question of any disqualification. Assuming that any such disqualification is being read into clause 3(2)(iii), the same is contrary to Clause 9(2)(a) of the Scheme, read with its proviso, and there is clear inconsistency in these two clauses. He submits that any inconsistency and repugnancy must be avoided and the Court should harmoniously construe the scheme and hold that no mandate flows from the subject-clause. In other words, this Court should not place such a construction on Clause 3(2)(iii) of the Scheme, which would be contrary to other clauses and particularly Clause 9(2)(a). The principle of statutory interpretation is to avoid any collision between two provisions of the same statute or regulation. If this principle is applied, then, the only construction that can be placed on the provision in question is that it is are directory in nature. 11. Mr. Kantak submits that the interpretation placed by the Respondents creates a hostile discrimination between two categories of Directors on the Board of Directors of the second Respondent Bank. In other words, the Director from the category of officer employees of the second Respondent Bank will have the benefit of nominating and continuing for three years in terms of the clauses of the scheme; whereas Workman Director will stand disqualified for being considered at the threshold if he does not have three years of service left before retirement. This discrimination between Directors on he Board of Directors should be avoided and that is how the clause providing for disqualification should be construed and particularly not creating any impediment in appointing any Workman as a Director of the second Respondent Bank, irrespective of his age and tenure of service. How many years of service of such employees is left, is not a relevant consideration at all. The composition of the Board should be broad-based and representative in character. Once such is the intent of the statute, then, this Court should not accept the stand of the respondents, but proceed to allow the petition and quash the impugned communication. 12. How many years of service of such employees is left, is not a relevant consideration at all. The composition of the Board should be broad-based and representative in character. Once such is the intent of the statute, then, this Court should not accept the stand of the respondents, but proceed to allow the petition and quash the impugned communication. 12. In support of his submissions, Shri Kantak has relied upon the decisions of the Hon'ble Supreme Court reported in the case of National and Grindlays Bank Ltd., vs. Municipal Corporation for Greater Bombay, reported in AIR 1969 SC 1048 ; in the case of All India Bank Officers' Confederation etc., v. Union of India and others, reported in AIR 1989 SC 2045 ; and in the case of Sultana Begum vs. Prem Chand Jain, reported in (1997) 1 SCC 373 . 13. In support of his contention that the Union of India is always treating the clause in question as directory and has made appointments on this understanding, he relies upon a decision of the Hon’ble Supreme Court in the case of Indian Metals and Ferro Alloys Ltd., Cuttack vs. Collector of Central Excise, Bhubaneshwar, reported in 1991 (1) SCC 125. 14. On the other hand, Shri Amonkar, learned Standing Counsel appearing on behalf of the first Respondent invited our attention to the affidavit-in-reply and submitted that the petition should be dismissed on the ground of delay and laches, as it is filed after a lapse of more than one and half years from the communication dated 10th October, 2009. He further submits that various clauses of the scheme deal with the directors to be nominated. In the instant case, from the panel submitted by the Petitioners it was found that all three persons did not have the requisite period of service before their retirement. It is submitted that the reason for the same is to keep continuity and not to cause disruption in the term of the Board of Directors by mid-term vacancy. If there is retirement from the Board midstream, the Central Government may have to fill up the vacancy either by renomination of the concerned Director or by calling for a fresh panel from the representative Union for appointing a Workman Director. If there is retirement from the Board midstream, the Central Government may have to fill up the vacancy either by renomination of the concerned Director or by calling for a fresh panel from the representative Union for appointing a Workman Director. That would mean that the workmen will have no representation on the Board till such time the vacancy is filled up and that would not be in the interest of the workmen and the Unions. Therefore, it was thought fit that such workmen should be nominated by the Unions who have more than 3 years of service left before their superannuation. Such being the intent and purpose sought to be achieved, it cannot be held by any stretch of imagination that the provision is directory. It is mandatory in nature. If such a construction is not placed, then, it would mean that the representation from the workman employee category on the Board will change frequently. It would require short term changes and appointments being made. In these circumstances, all contentions of the learned Advocate for the Petitioners will have to be rejected and the petition be dismissed. 15. He submits that there is no discrimination between two set of directors. There may be stray cases of deviation from the provision, but that does not mean that the clause is not binding on the parties. It is submitted that the scheme has been formulated by the Government in consultation with the Reserve Bank of India. In terms of Clause 3(2)(iii), a workman of a nationalised Bank shall be disqualified for being nominated as a director unless he is and has been serving for a continuous period of not less than five years in the nationalised Bank and he is of such age that there is no likelihood of his attaining the age of superannuation during his term of office as a director. It is submitted that the comparison made is also not well founded. There cannot be any discrimination, much less hostile discrimination, as contented. In these circumstances, the scheme cannot be faulted and the instances cited do not support the case of the Petitioners at all. If there is no discrimination, then, the petition should be dismissed. 16. With the assistance of the learned Counsel appearing for the parties, we have perused the petition and the annexures thereto and even the affidavits filed on record. If there is no discrimination, then, the petition should be dismissed. 16. With the assistance of the learned Counsel appearing for the parties, we have perused the petition and the annexures thereto and even the affidavits filed on record. We have also perused the statutory provisions and the scheme, so also the decisions brought to our notice. 17. For properly appreciating the rival contentions, we may refer to the provisions relevant for the instant case. The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 was enacted on 31st March, 1970 for the acquisition and transfer of the undertakings of certain banking companies, having regard to their size, resources, coverage and organisation in order to control the heights of the economy and to meet progressively, and serve better the needs of development of the economy in conformity with national policy and objectives and for matters connected therewith or incidental thereto. Chapter I of the Act is entitled “Preliminary” and there are various definitions set out in this part. In Chapter II, the transfer of the undertakings of existing banks and share capital of the corresponding new Banks has been provided for. Chapter III deals with payment of compensation and then comes Chapter IV which provides for management of corresponding new banks. After making provision for their Head Office and management, what has been done is to insert Section 8 which states that every corresponding new bank shall, in the discharge of its functions, be guided by such directions in regard to matters of policy involving public interest as the Central Government may, after consultation with the Governor of the RBI, give. Then comes Section 9, which reads as under : “9. Power of Central Government to make scheme.—(1) The Central Government may, after consultation with the Reserve Bank, make a scheme for carrying out the provisions of this Act. Then comes Section 9, which reads as under : “9. Power of Central Government to make scheme.—(1) The Central Government may, after consultation with the Reserve Bank, make a scheme for carrying out the provisions of this Act. (2) In particular, and without prejudice to the generality of the foregoing power, the said scheme may provide for all or any of the following matters, namely:— (a) the capital structureof the corresponding new bank 1[* * *]; (b) the constitution of the Board of Directors, by whatever name called, of the corresponding new bank and all such matters in connection therewith or incidental thereto as the Central Government may consider to be necessary or expedient; (c) the reconstitution of any corresponding new bank into two or more corporations, the amalgamation of any corresponding new bank with any other corresponding new bank or with another banking institution, the transfer of the whole or any part of the undertaking of a 2 [corresponding new bank to any other corresponding new bank or banking institution] or the transfer of the whole or any part of the undertaking of any other banking institution to a corresponding new bank; 3[(ca) the manner in which the excess number of directors shall retire under second proviso to clause (i) of sub-section (3);] (d) such incidental, consequential and supplemental matters as may be necessary to carry out the provisions of this Act. 4[(3) Every Board of Directors of a corresponding new bank, constituted under any scheme made under subsection (1), shall include— (a) 5[not more than four whole-time directors] to be appointed by the Central Government after consultation with the Reserve Bank; (b) one director who is an official of the Central Government to be nominated by the Central Government: Provided that no such director shall be a director of any other corresponding new bank. Explanation.—For the purposes of this clause, the expression “corresponding new bank” shall include a corresponding new bank within the meaning of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (40 of 1980); 1[(c) one director, possessing necessary expertise and experience in matters relating to regulation or supervision of commercial banks, to be nominated by the Central Government on the recommendation of the Reserve Bank;] (d) 7[* * *] (e) one director, from among such of the employees of the corresponding new bank who are workmen under clause (s) of Section 2 of the Industrial Disputes Act, 1947 (14 of 1947), to be nominated by the Central Government in such manner as may be specified in a scheme made under this section; (f) one director, from among the employees of the corresponding new bank who are not workmen under clause (s) of Section 2 of the Industrial Disputes Act, 1947 (14 of 1947), to be nominated by the Central Government after consultation with the Reserve Bank; (g) one director who has been a Chartered Accountant for not less than fifteen years to be nominated by the Central Government after consultation with the Reserve Bank; (h) subject to the provisions of clause (i), not more than six directors to be nominated by the Central Government; 3(i) where the capital issued under clause (c) of sub-section (2-B) of Section 3 is— (I) not more than sixteen per cent. of the total paid-up capital, one director; (II) more than sixteen per cent. but not more than thirty-two per cent. of the total paid-up capital, two directors; (III) more than thirty-two per cent. of the total paid-up capital, one director; (II) more than sixteen per cent. but not more than thirty-two per cent. of the total paid-up capital, two directors; (III) more than thirty-two per cent. of the total paid-up capital, three directors, to be elected by the shareholders, other than the Central Government, from amongst themselves: Provided that on the assumption of charge after election of any such director under this clause, equal number of directors nominated under clause (h) shall retire in such manner as may be specified in the scheme: Provided further that in case the number of directors elected, on or before the commencement of the Banking Companies (Acquisition and Transfer of Undertakings) and Financial Institutions Laws (Amendment) Act, 2006, in a corresponding new bank exceed the number of directors specified in sub-clause (I) or sub-clause (II) or sub-clause (III), as the case may be, such excess number of directors elected before such commencement shall retire in such manner as may be specified in the scheme and such directors shall not be entitled to claim any compensation for the premature retirement of their term of office.] (3-A) The directors to be nominated under clause (h) or to be elected under clause (i) of sub-section (3) shall— (A) have special knowledge or practical experience in respect of one or more of the following matters, namely:— (i) agricultural and rural economy, (ii) banking, (iii) cooperation, (iv) economics, (v) finance, (vi) law, (vii) small-scale industry, (viii) any other matter the special knowledge of, and practical experience in, which would, in the opinion of the Reserve Bank, be useful to the corresponding new bank; (B) represent the interests of depositors; or (C) represent the interests of farmers, workers and artisans. 1[(3-AA) Without prejudice to the provisions of subsection (3-A) and notwithstanding anything to the contrary contained in this Act or in any other law for the time being in force, no person shall be eligible to be elected as director under clause (i) of sub-section (3) unless he is a person having fit and proper status based upon track record, integrity and such other criteria as the Reserve Bank may notify from time to time in this regard.] 1[(3-AB) The Reserve Bank may also specify in the notification issued under sub-section (3-AA), the authority to determine the fit and proper status, the manner of such determination, the procedure to be followed for such determination and such other matters as may be considered necessary or incidental thereto.] (3-B) Where the Reserve Bank is of the opinion that any director of a corresponding new bank elected under clause (i) of sub-section (3) does not fulfil the requirements of 10[sub-sections (3-A) and (3-AA)], it may, after giving to such director and the bank a reasonable opportunity of being heard, by order, remove such director and on such removal, the Board of Directors shall coopt any other person fulfilling the requirements of 1[subsections (3-A) and (3-AA)] as a director in place of the person so removed till a director is duly elected by the shareholders of the corresponding new bank in the next annual general meeting and the person so coopted shall be deemed to have been duly elected by the shareholders of the corresponding new bank as a director.] (4) The Central Government may, after consultation with the Reserve Bank, make a scheme to amend or vary any scheme made under sub-section (1). 2[(5) On and from the date of coming into operation of a scheme made under this section with respect to any of the matters referred to in clause (c) of sub-section (2) or any matters incidental, consequential and supplemental thereto,— (a) the scheme shall be binding on the corresponding new bank or corporations or banking institutions, and also on the members, if any, the depositors, and other creditors and employees of each of them and on any other persons having any right or liability in relation to any of them including the trustees or other persons, managing or in any other manner connected with, any provident fund or other fund maintained by any of them; (b) the properties and assets of the corresponding new bank, or as the case may be, of the banking institution shall, by virtue of and to the extent provided in the scheme, stand transferred to, and vested in, and the liabilities of the corresponding new bank, or, as the case may be, of the banking institution shall, by virtue of, and to the extent provided in the scheme, stand transferred to, and become the liabilities of, the corporation or corporations brought into existence by reconstitution of the banking institution or the corresponding new bank, as the case may be. 3[Explanation I].—In this section, ‘banking institution’ means a banking company and includes the State Bank of India or a subsidiary bank.] 4[Explanation II.—For the purposes of this section, the expression “corresponding new bank” shall include a corresponding new bank within the meaning of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (40 of 1980).] 5[(6)] Every scheme made by the Central Government under this Act shall be laid, as soon as may be after it is made, before each House of Parliament while it is in session for a total period of thirty days [which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid], both Houses agree in making any modification in the scheme or both Houses agree that the scheme should not be made, the scheme shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that scheme.” A perusal of Section 9 would reveal that the Central Government is empowered to make a scheme for carrying out provisions of the Act, after consultation with the RBI. The scheme includes several aspects and one of which is the constitution of the Board of Directors of the corresponding new Banks and all such matters in connection therewith or incidental thereto, as the Central Government may consider to be necessary or expedient. There is no dispute that the Central Government is empowered by law to make a scheme and the scheme, in question, has been made in exercise of this power. 18. The section also enumerates as to what the scheme should include and once the scheme has to include a chapter on constitution of Board of Directors, what the Act envisages is that the Board should be truly representative in character and shall include the representative of Central Government, Reserve Bank of India, employee of the corresponding new bank who falls in the category of workman under clause (s) of section 2 of the Industrial Disputes Act, 1947. The said employee director has to be nominated by the Central Government in such manner as may be specified in the scheme made under Section 9(1). The said employee director has to be nominated by the Central Government in such manner as may be specified in the scheme made under Section 9(1). The Board also includes a Director from the category of Officers and there is a provision to nominate a Chartered Accountant as a Director, as well. The rest of the provisions of this section are not relevant. Similarly, there is no need to refer to other provisions of the Act and Chapters under which they appear, because a limited controversy has to be decided in this petition. 19. Before proceeding further, it would be advantageous to refer to the decision in the case of All India Bank Officers' Confederation etc., v. Union of India and others, (supra). In this case, there was a challenge raised to the circular purported to have been issued under Section 9 of the Act, by which the earlier practice of appointing a person out of a panel of three names to be submitted by the Officers Association was done away with and the Central Government decided to appoint any officer of proven ability and character on the Board of Directors of a nationalised bank irrespective of his affiliation with any Association. While dealing with this challenge and outlining the importance of Section 9 of the Act, this is what is observed by the Hon'ble Supreme Court in paras 6, 7 and 8 of the report : “6. The object of Section 9 of the Act, insofar as it is material, is to empower the Central Government to make a scheme for the Constitution of the Board of Directors so as to include representatives of the employees and other specified categories. "Employees" include workmen and non-workmen. The categories specified, apart from the employees, are depositors, farmers, workers and artisans. The representatives of these classes of people are to be either elected or nominated in the manner specified by the Scheme. The legislature has left it to the Central Government to make a scheme providing for appointment to the Board from amongst the specified categories either by election or by nomination. The representatives of these classes of people are to be either elected or nominated in the manner specified by the Scheme. The legislature has left it to the Central Government to make a scheme providing for appointment to the Board from amongst the specified categories either by election or by nomination. The discretion as to the mode of appointment is, of course, left to the Central Government, but it is not an unrestrained or unrestricted discretion, but a discretion which must be reasonably exercised so as to give effect to the true intent of the legislature as to the composition of the Board of Directors. The object of the legislature is to give the Board a truly representative character so as to reflect the genuine interests of the various persons manning or dealing with the bank as an industry and a commercial enterprise. 7. The object of the Act is to nationalise the banks in order to, as stated in the preamble to the Act, "control the heights of the economy and to meet progressively, and serve better, the needs of development of the economy in conformity with the national policy and objectives". The very purpose of that legislative exercise is to render the largest good to the largest number of people of this "sovereign, socialist, secular, democratic republic". It is with this object in view that the Act has envisaged a truly representative Board of Directors chosen by election where election is feasible or by nomination where that mode is more appropriate. But the legislature has left it to the Central Government to specify by a scheme the manner in which the election or nomination is to be conducted, bearing in mind the true character and objective of the banking industry and its distinguishing features as a highly sensitive commercial enterprise. Neither the election nor the nomination should be conducted in a manner unmindful of the distinctiveness of the banking industry. What is postulated is such election or nomination as would lend to the Board of Directors its truly representative character in consonance and harmony with the extremely delicate, vital and significant role of the banking industry in the context of the national policy and objectives and economic development. What is postulated is such election or nomination as would lend to the Board of Directors its truly representative character in consonance and harmony with the extremely delicate, vital and significant role of the banking industry in the context of the national policy and objectives and economic development. The mode of election or nomination must, therefore, be such as would be ideally suitable and appropriate to the banking industry and the choice of the mode is generally a matter for decision by the Central Government. The Central Government must in this regard act in consultation with the Reserve Bank of India, for it is the latter that has the necessary expertise and intimate knowledge in the field of banking, finance and other connected matters. The Act, therefore, requires the Central Government to make the Scheme in consultation with the Reserve Bank of India. Any amendment or variation of the Scheme also requires consultation with the Reserve Bank of India. [See Section 9(4)]. 8. The Additional Solicitor General is right when he submits that it is generally within the discretion of the Central Government to choose the special mode of appointment. The Government may choose election or nomination as the appropriate mode of appointment in respect of various categories. But we do not agree with him when he submits that the Central Government has a discretion to avoid election even where election is appropriate and feasible in respect of a particular category of persons. The very object of leaving the choice to the Central Government as to the mode, which is election or nomination, is to enable it to reasonably exercise its discretion in such a way as to give the best form of representation to every category of persons mentioned in the Act. It may be possible to appoint a representative of the depositors by election instead of nomination. It would be perfectly within the discretion of the Central Government to choose that mode. On the other hand, the depositors being not an organised body of persons, although easily identifiable, selection of their representative by nomination may be easier, more feasible and perhaps more appropriate for the purpose of appointment to the Board. It would be perfectly within the discretion of the Central Government to choose that mode. On the other hand, the depositors being not an organised body of persons, although easily identifiable, selection of their representative by nomination may be easier, more feasible and perhaps more appropriate for the purpose of appointment to the Board. Farmers, workers other than employees, and artisans mentioned under Sub-section (3)(b) of Section 9 are best represented by nomination, they being difficult of identification and their connection with the bank being more remote than in the case of employees or even depositors. For these classes of people, the discretion is entirely that of the Central Government to choose the mode of representation. In the case of employees, on the other hand, election is indeed the most logical, the most appropriate, the most democratic and certainly the most advantageous form of representation. They are well-identified, well-organised, well-motivated and interested associates and participants in the banking industry. They are as much a part of the bank as the management is. There can be no legitimate management culture foreign to their vital interests. There can be no valid management policy contrary to their genuine needs. The Act does not contemplate a management unmindful of the true and legitimate interests of the employees. In a nationalised bank, everyone is as much an employee as he is an employer. There is no antithesis between the management and the employees. The distinction that traditionally existed prior to nationalisation is no longer applicable. The true management culture is indeed the culture that represents the various interests of all persons specified under Section 9 as well as the larger and wider interests of national economy as postulated in the preamble to the Act.” 20. While it is true that the Board of Directors of nationalised Banks should be broad-based and truly representative in characters, and reliance is placed on the aforequoted paras, yet, what we have to find out is whether any stipulation in the scheme and particularly the one under challenge can be said to be contrary to the Act and particularly Section 9(3) thereof? 21. In this behalf, ifthe scheme in question is read, what we find that is that it provides the manner in which the appointment of the Directors has to be made. 21. In this behalf, ifthe scheme in question is read, what we find that is that it provides the manner in which the appointment of the Directors has to be made. The definitions are in Chapter I of the Scheme and then comes Chapter II entitled “Board of Directors”. Clause 3 therein reads thus : “2[3. Constitution of the Board :- (1) The Central Government shall by notification in the Official Gazette, constitute the Board of a nationalised bank (2) (i) the director referred to in Clause (e) of subsection (3) of Section 9 of the Act, shall be nominated by the Central Government from out of a panel of three such employees furnished to it by the representative Union, within a date to be specified by the Central Government, which date shall not be more than six weeks from the date of communication made by the Central Government, requiring the representative Union to furnish the panel of names; Provided that where the Central Government is of the opinion that owing to the delay which is likely to occur in the verification and certification of any Union or Federation as a representative Union, it is necessary in the interests of the nationalised bank so as to do, it may nominate any employees of the nationalised bank, who is a workman, to be a director of that Bank. (ii)(a) where there is no representative Union to represent the workmen of a nationalised bank, or (b) where such representative Union, being in existence, omits or fails to furnish any panel of names within the specified date, or (c) where all the persons specified in the panel furnished by the representative Union are disqualified, whether under item (iii) of this sub-clause or under clause 10, the Central Government may, at its discretion appoint such workmen of the nationalised bank, as it may think fit, to be a director of such bank. (iii) a workman of a nationalised bank shall be disqualified for being nominated as a director unless - (a) he is, and has been serving for a continuous period of not less than five years in the nationalised ban, and (b) he is of such age that there is no likelihood of his attaining the age of superannuation during his term of office as a director;] [3] The director referred to in clause (f) of subsection (3) of section 9 of the Act, shall be nominated by the Central Government in consultation with the Reserve Bank, after the procedure for verification of membership of officers' associations by whatever name called operating in the nationalised banks and for obtaining a panel of names for appointment of non-workmen employee director on the Boards of nationalised banks as mentioned in the Third Schedule has been followed” 22. A bare perusal of this clause would indicate that the Director in the present category, namely the workman employee, is covered by Section 9(3)(e) of the Act. He will have to be nominated by the Central Government. That such a director shall be nominated by the Central Government from out of a panel of 3 employees furnished to it by the representative Union. Therefore, what the scheme contemplates is that the nomination shall be made by the Central Government from out of a panel of three employees furnished to it by the representative Union. The proviso is very clear that if the Central Government is of the opinion that there is some delay which is likely to occur in the verification and certification of any Union or Federation as a representative Union, in the interest of the nationalised bank, the Central Government may nominate any employee of the nationalized bank, who is a workman, to be a director of that Bank. Sub-clause (ii) of the scheme deals with a situation where there is no representative Union to represent the workmen of a nationalised Bank, or if there such representative Union, being in existence, it omits or fails to furnish any panel of names within the specified date. Sub-clause (ii) of the scheme deals with a situation where there is no representative Union to represent the workmen of a nationalised Bank, or if there such representative Union, being in existence, it omits or fails to furnish any panel of names within the specified date. Sub-clause (iii) which states that a workman of a nationalised bank shall be disqualified for being nominated as a director, unless he is, and has been serving for a continuous period of not less than five years in the nationalised bank and he is of such age that there is no likelihood of his attaining the age of superannuation during his term of office as a director. It is this stipulation which is challenged as being in conflict with Clause 9 of the scheme. 23. Clause 9 of the Scheme reads as under: “1[9. Term of office of other directors; (1) a director other than a director referred to in clause (a) and clause (i) of sub-section (3) of Section 9 of the Act shall hold office during the pleasure of the Central Government. 2(2) Subject to the provisions of sub-clause (1), - (a) a director referred to in clause (e) and clause (f) of sub-section (3) of section 9 of the Act shall hold office for such term not exceeding three years as the Central Government may specify at the time of his nomination and thereafter until his successor has been nominated and shall be eligible for re-nomination. (b) a director referred to in clause (g) and clause (h) of sub-section (3) of Section 9 of the Act shall hold office for such term not exceeding three years as the Central Government may specify at the time of his nomination and shall be eligible for renomination. Provided that no such director shall hold office continuously for a period exceeding six years. (3) Without prejudice to the provisions of sub-clauses (1) and (2), a director referred to in clause (h) of sub-section (3) of Section 9 of the Act shall retire in the manner specified in clause 4. (4) An elected director shall hold office for three years (***) and shall be eligible for re-election. Provided that no such director shall hold office continuously for a period exceeding six years.]” 24. (4) An elected director shall hold office for three years (***) and shall be eligible for re-election. Provided that no such director shall hold office continuously for a period exceeding six years.]” 24. A bare perusal thereof will indicate that the Chapter under which it falls is entitled “Board of Directors” and after providing for constitution of the Board, manner of retirement of nominee directors, manner of appointment of Chairman, Managing Director and term of Office and remuneration of a whole-time director including Managing Director, what Clause 9 provides for is term of office of other directors, other than one covered by Section 9(3)(a) and Clause (i) and they shall hold office during the pleasure of the Central Government. Obviously, these two categories of Directors are excluded from this provision because their appointment is made by the Central Government after consultation with the Reserve Bank of India and the other is the category of shareholders. However, when sub-clause 2 of Clause 9 came to be substituted by Standing Order No.197 (E), dated 2.3.2001, it guaranteed that even if the directors specified in sub-clause (1) hold office during the pleasure of the Central Government, yet, a director referred to in sub-section (3) (e) and (f), of Section 9 of the Act, shall hold office for such term not exceeding three years as the Central Government may specify at the time of his nomination and thereafter, until a successor has been nominated and shall be eligible for renomination. The proviso says that no such director shall hold office continuously for a period exceeding six years. While it may be true that Clause 10 of the scheme provides for disqualification of all Directors, but we are not in agreement with Shri Kantak, that there is conflict in clause 3(iii)(b) and clause 9(2)(a), nor there is any inconsistency. Clause 9 of the Scheme provides for term of office of other directors. The maximum term of three years at the time of Nomination has been provided for and that too by the Central Government. That does not mean that a provision disqualifying the workman of a nationalised bank for being nominated as a director unless he is of such an age that there is likelihood of his attaining the age of superannuation in any way curtails or reduces the term of office. That does not mean that a provision disqualifying the workman of a nationalised bank for being nominated as a director unless he is of such an age that there is likelihood of his attaining the age of superannuation in any way curtails or reduces the term of office. The “term of office” is a period for which a person is nominated or appointed as a director. However, Clause 3(iii) creates a disqualification for being nominated as a Director. That is a disqualification at the threshold. Therefore, we do not see how such a provision is conflicting with, leave alone collides with Clause 9(2)(a). In fact, on a proper reading of the clauses, it will be clear that they can exist with each other without any conflict or collision. 25. In the case of K. Prabhakaran v. P. Jayarajan, reported in AIR 2005 SC 688 , at page 706 (para 59), the Supreme Court holds that the disqualification provision must have a substantial and reasonable nexus with the object sought to be achieved and the provision should be interpreted with the flavour of reality bearing in mind the object for enactment. A plain and ordinary dictionary meaning of the term “disqualification” is “make or pronounce ineligible or unsuitable”. It is not the contention of the learned Counsel Mr. Kantak that Clause 10 of the scheme which provides for disqualification for being appointed as and for being, a director; whereas, disqualification for nomination by the representative union or by the Central Government of a workman as a Director should not be made unless he is and has been serving for a continuous period of not less than 5 years in a nationalised Bank and he is of such age that there is no likelihood of attaining the age of superannuation during his term of office as a Director, convey the same intent and are in conflict with each other. Thus, the word “disqualification” is appearing in both clauses and is inserted to cover all categories and stages. Therefore, we are of the view that the disqualification for being nominated as a Director, unless there is no likelihood of his attaining the age of superannuation during his term of office as a Director rather than conflicting, guarantees continuity for the period specified in Clause 9. Therefore, we are of the view that the disqualification for being nominated as a Director, unless there is no likelihood of his attaining the age of superannuation during his term of office as a Director rather than conflicting, guarantees continuity for the period specified in Clause 9. He should not be such a person who is not in a position to continue even for three years. If, what is stated in Clause 9(2)(a) has to be achieved, then, it was though fit to insert a provision like Clause 3 (iii). This clause, apart from providing a minimum qualifying service of five continuous years for being nominated as a director on the Board of nationalised Bank from workman category, also assures that a person younger in age, but having enough experience, gets nominated on the Board. That after his nomination, there is no question of his impending or immediate retirement or else there is no purpose in appointing him. If a person is to retire shortly after his nomination, that would not be in the interest of the Bank and the Board might be able to carry on the activities, but not strictly in accordance with the aim and object of the Nationalised Banks Scheme, 1970/1980 and the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970. Ultimately, we are dealing with a case of a Nationalised Bank. It has to serve the public at large and therefore any construction which subserves public interest must be placed on the provisions in question. The construction which goes contrary to the object and purpose of the Act and defeats, it cannot be accepted. In fact, the construction that we are placing on the clauses and sub-clauses is in consonance with the principle of statutory interpretation brought to our notice by the learned Counsel for the Petitioners. 26. We have applied the principle of harmonious construction and applying that very principle, we are of the opinion that if all clauses in the scheme are read together and as a whole, there is no substance in the contention of Mr. Kantak that the provision of disqualification is not in tune with the legislative mandate. The interpretation placed by the Central Government is fully in accordance with the object of having a truly representative Board of Directors. Kantak that the provision of disqualification is not in tune with the legislative mandate. The interpretation placed by the Central Government is fully in accordance with the object of having a truly representative Board of Directors. That such a person should be representing the workmen employee category who will be able to continue for a period of three years atleast, cannot be said to be a stipulation defeating the right given by Section 9(3)(e) of the Act. Ultimately, it is not the right of the employees to have their Nominee or representative as a Director, but it is a power given to the Central Government to nominate several persons, including employees of Nationalised Banks on the Board of Directors of the Nationalised Banks, with a view to give representation to all those who are working in and for the Bank. In such circumstances, we find much substance in the contention of Mr. Amonkar that the scheme can be interpreted harmoniously and no clause therein is such that it cannot exist with the other. 27. Once such is the view taken, then, really we are not concerned with and are not required to deal with the argument that the subject clause is directory in nature. However, we are of the view that there is no merit in this contention of Mr. Kantak either. 28. The Legislature in its wisdom has used the word ‘shall’ in Clause 3(iii) of the scheme. Although the scheme is to provide for the mode of constitution of the Board of Directors, ultimately it is a scheme under Section 9(1) of the Act. That is a scheme to carryout the provisions of the Act. It is thus a Statutory Scheme and not an administrative circular or a guideline. In AIR 1996 SC 3208 (New Bank of India Employees Union and another vs. Union of India and others), it is held that the scheme is legislative in nature. Therefore, it is not possible to agree with Shri Kantak that the subject-clause is directory in nature. It is not that the use of the word “manner” would control the construction. We cannot be unmindful of the fact that it is the Central Government which is empowered to constitute the Board of Directors of Nationalised Banks. It is with that intent that the scheme has been framed and made. It is not that the use of the word “manner” would control the construction. We cannot be unmindful of the fact that it is the Central Government which is empowered to constitute the Board of Directors of Nationalised Banks. It is with that intent that the scheme has been framed and made. Any clause or stipulation in the scheme which enables the Central Government to constitute the Board of Directors so as to carry out the provisions of the Act, cannot be held to be directory, as suggested by Mr. Kantak. The provision providing for disqualification to be a workman Director must receive a construction which is in consonance with the intent of the Legislature in nominating a true representative of that category. Once we are dealing with a public office and an incumbent has to perform a public duty, then, different considerations must apply. It is well settled that a person performing a public duty and holding a public office acts as a trustee of the people. In this case, he is a representative of the workmen and has to protect their, as well as public interest. If the faith of the common man in the banking system is to be preserved and when his funds and monies are at stake, then, only such person who fulfils all requirements must be nominated as a Director on the Board of the Bank. Any person who does not possess the qualification provided in law cannot be nominated. The Union is also under an obligation not to nominate any workman for filling up the post of Workman Employee Director. If he is not in a position to continue for a period of three years as provided in Clause 9(2) of the scheme, then, the purpose of nominating him is not achieved at all. A person must get adequate time to acquaint himself with the working of the Board. It is expected that he truly represents the section to whom he belongs. If he is to retire or superannuate shortly, he may not be interested in participating in the affairs of the Bank, when such participation is the least that is expected of him. An inactive and disinterested Workman-Director who merely fills a vacancy can hardly serve anybody's interest, leave alone that of the Bank. If he is to retire or superannuate shortly, he may not be interested in participating in the affairs of the Bank, when such participation is the least that is expected of him. An inactive and disinterested Workman-Director who merely fills a vacancy can hardly serve anybody's interest, leave alone that of the Bank. If the nomination is to be effective and complete, a person, who is available for initial term of three years atleast, should be nominated or else it will make mockery of the law providing nomination. We are of the view that not just the Central Government, equally the Union, is performing a public function, and it cannot nominate any person who does not possess the qualification provided by the Scheme. It is not left to their freewill to opt and pick and choose any employee to be their representative on the Board of Directors. They must nominate such an employee who ensures continuity of the Board. 29. Once that is the minimum guarantee and assurance that is required of them by the Scheme and the Act, so also in public interest, then, they cannot adopt a stand which will make the scheme unworkable and redundant. The Unions also have to perform an obligation and duty towards the public and particularly the common man for whom the nationalised banks have to function and work. In such circumstances, suggesting that Clause 3(iii) is directory in nature would mean that the Union is conferred with an absolute right to nominate any employee to fill up the post of Director from workmen category. Once the nature of duty, even of the Union, is understood in a proper perspective, then, there is no difficulty in rejecting the argument of Shri Kantak. 30. In principles of Statutory Interpretation by Justice G.P. Singh, (see Eighth Edition), it has been observed that use of word “shall” raises a presumption that a particular provision is imperative. Further, the intent is made clear by usage of the words “a workman of a nationalised bank shall be disqualified for being nominated as a director unless” and when such is the language used by the Legislature, then, they are clearly prohibitive and ordinarily used as a legislative device to make a statute imperative (see AIR 1961 SC 1107 – M. Pentiah and ors. vs. Muddala Veeramallappa and ors; and AIR 1976 SC 714 -Lachmi Narain etc. etc. vs. Muddala Veeramallappa and ors; and AIR 1976 SC 714 -Lachmi Narain etc. etc. vs. Union of India and ors.). In such circumstances, provision of this nature, therefore, can be construed as mandatory. While it is true that there are exceptions to this principle, but in this case, the provision is of public importance and inserted to avoid inconvenience. In a situation where the representative Union is not altogether deprived of its right under Clause 3(2)(i) to nominate a Director from a panel of three employees furnished by it and when, as held above, even that right is not absolute as is clear from the proviso below Clause 3(2)(i), then, even the alternate contention of Shri Kantak must fail. 31. We do not find any merit in the complaint that there is discrimination between the two sets of employees. The argument was that a Director from among the employees, who are officers is not subjected to any such disqualification and only the workman director, is singled out. However, that has absolutely no substance, because in the case of such Directors, the scheme provides that he shall be nominated by the Central Government in consultation with the Reserve Bank of India after procedure for verification of membership of officers’ associations by whatever name called operating in the nationalised banks and for obtaining a panel of names for appointment of non-workmen employee director on the Boards of nationalized banks as mentioned in the Third Schedule has been followed (see Clause 3(3)). If this provision is perused carefully, it is clear that the right given to the representative Union under Clause 3(2)(i) is not given to the officers who have to be nominated as Directors on the Board. The Central Government undertakes the exercise in terms of the Third Schedule to the Scheme. Clause 3(3) and the Third Schedule have to be read together to understand the manner in which the Officer Employee is appointed as a Director on the Board. So understood, there appears to be no difficulty in rejecting the argument of discrimination, as these two are not comparable categories at all. Therefore, there is no merit in the plea of discrimination as there is no equality and parity between the two categories. So understood, there appears to be no difficulty in rejecting the argument of discrimination, as these two are not comparable categories at all. Therefore, there is no merit in the plea of discrimination as there is no equality and parity between the two categories. The argument, therefore, that there is discrimination must fail, simply because, for that plea to be sustained, it must be shown that both the Directors are equally placed in all respects and one is picked and chosen by a distinct mode, than the other. Such being not the case, this contention has to fail. 32. Lastly, it was complained that the practice adopted by Respondent No.1 would show that it has understood the provision of disqualification as directory in nature and has therefore, acted consistently in such manner. Reliance is placed on the decision of the Supreme Court in Indian Metals and Ferro Alloys (supra). It is well settled that understanding and practice adopted by somebody who implements a statute is hardly a guideline to interpret that statute. Understanding of officers who are incharge of implementation of a statute thus furnishes no assistance and it is the duty of the Courts to interpret the statute which it must perform, irrespective of any such understanding or practice. In B.K. Garad & ors. v. Nasik Merchants Co-op. Bank Ltd. & ors. reported in AIR 1984 SC 192 , in para 15, this is what is held by the Hon'ble Supreme Court : “ ... With respect, we find it difficult to subscribe to this untenable approach that a view of law or legal provision expressed by a Government Officer can afford reliable basis or even guidance in the matter of construction of a legislative measure. It is the function of the Court to construe legislative measures and in reaching the correct meaning of a statutory provision, opinion of executive branch is hardly relevant. Nor can the Court abdicate in favour of such opinion.” Therefore, the reliance on Indian Ferro Alloys is misplaced. A matter of classification of goods for imposing taxes is not comparable with the instant case where clauses in a statutory scheme require interpretation and construction. 33. Nor can the Court abdicate in favour of such opinion.” Therefore, the reliance on Indian Ferro Alloys is misplaced. A matter of classification of goods for imposing taxes is not comparable with the instant case where clauses in a statutory scheme require interpretation and construction. 33. A faint attempt is made to show that some persons who did not have three years of service to retire have been appointed as Directors in the past, from the workmen employee category and, therefore, the panel furnished by the Petitioners should have been accepted, does not take the case of the Petitioners any further. An instance of one Shri Rameshwar Prasad was referred to by the learned Counsel for the Petitioners. The explanation that is provided on affidavit by the Central Government is that while making appointment of Shri Rameshwar Prasad as Workmen Employee Director in Bank of India in March, 2007, the Appointment Committee of the Cabinet made an observation that appointment of persons with less than 3 years residual service should be the exception and not the rule. Thus, this was a clear case of an exception being made. That apart, there is no equality in illegality. Equality is not a negative concept. Hence two wrongs do not make one right. The Supreme Court in clearest terms held that the mandate of Article 14 of the Constitution of India is not flouted merely because there is a departure or deviation made from the rule or that the rule has been breached in some cases. One does not have a right in doing something contrary to the statute or rule. In this context, this is what the Supreme Court held in Union of India and anr. vs. International Trading Co. and another, reported in AIR 2003 SC 3983 : “14. ...A party cannot claim that since something wrong has been done in another case; direction should be given for doing another wrong. It would not be setting a wrong right, but would be perpetuating another wrong. In such matters there is no discrimination involved. The concept of equal treatment on the logic of Article 14 of the Constitution of India, 1950 (in short 'the Constitution') cannot be pressed into service in such cases. What the concept of equal treatment presupposes is existence of similar legal foothold. It does not countenance repetition of a wrong action to bring both wrongs or par. The concept of equal treatment on the logic of Article 14 of the Constitution of India, 1950 (in short 'the Constitution') cannot be pressed into service in such cases. What the concept of equal treatment presupposes is existence of similar legal foothold. It does not countenance repetition of a wrong action to bring both wrongs or par. Even if hypothetically it is accepted that wrong has been committed on some other cases by introducing a concept of negative equality respondents cannot strengthen their case. They have to establish strength of their case on some other basis and not by claiming negative equality.” 34. As a result of the above discussion and finding that there is no merit in the three contentions raised by the learned Counsel for the Petitioners, there is no alternative, but to dismiss this petition. It is, accordingly, dismissed. Rule is discharged, but without any order as to costs.