JUDGMENT (By Court Order) Heard Mr. Shiv S.E. Chitamber, learned counsel for the petitioner, Mr. J. N. Mathur, learned Senior Advocate assisted by Mr. Amit Kumar Singh Bhadoriya, learned counsel for the respondent no.2 as well as Mr. Mansoor Ahmad, learned Chief Standing Counsel for the respondent no.1. The petitioner has assailed the decision of the respondent no.1, whereby the third respondent's service has been extended for further one year and also has prayed for quashing of amendment, if any, has been done in the Article 32(i) (b) of the Article of Association of the Uttar Pradesh Power Corporation Limited. Article 32(i)(b) reads as under: "The Chairman, Managing Director and whole time Directors shall be appointed for a initial tenure of three years which may be extended from time to time with the approval of administrative department of the State Government subject to the age of incumbent not being more than 62 years. Such Director(s) and shall be subject to removal only on the recommendation of the Selection Committee as constituted in Article 32(a) herein above." Learned counsel for the petitioner has submitted that the petitioner being retired from the post of Chief Engineer on 31.08.2015 from the Uttar Pradesh Power Corporation Limited1, has claimed his eligibility for appointment on the post of Managing Director of the Corporation. It is admitted that the Corporation is a Government Company and has been registered under the Companies Act, 1956. The Government has a deep and pervasive control over it. The post of Managing Director of the Corporation was advertised on 20.01.2015. The advertisement provided the maximum age of 62 years as on 01.01.2015 and the tenure of appointment was provided initially for two years. Pursuant to the aforesaid advertisement, the third respondent was appointed for two years and his term is going to expire on 12.02.2017. In the meanwhile, on 18.10.2014, the Company Secretary of the Corporation wrote a letter to the Principal Secretary, Energy Department, State of U.P. apprising him that the Corporation has decided to increase the maximum age limit for appointment on the post of Managing Director of the Corporation from 62 years to 65 years and also proposed to amend the existing Article 32(1)(b) to the said extent. The proposal of the Corporation is reduced as under: "The Chairman, Managing Director shall be appointed for a initial period of three years which may be extended from time to time with the approval of the Administrative Department of Government of Uttar Pradesh, subject to the age of the incumbent not being more than 65 years. Furthermore, the age of the incumbent applying for the post of Chairman, Managing Director shall not be more than 62 years as on the date of recruitment which shall be the 1st of January or 1st of July of the recruitment year, as the case may be." The aforesaid proposal of the Corporation was accepted by the State Government and the State Government amended the provisions of Article 32(1)(b) and re-numbered it as Article 32(1)(c), which is reproduced as under: "The Whole Time Directors shall be appointed for a initial tenure of three years which may be extended from time to time with the approval of administrative department of the State Government subject to the age of incumbent not being more than 62 years. Such Director(s) shall be subjected to removal only on the recommendation of the Selection Committee, as constituted in Article 32(a) herein above." As per aforesaid amendment made in the Articles of Association, the Whole Time Director can be appointed initially for three years, which may be extended from time to time with the approval of the State Government. Mr. J.N. Mathur, learned Senior Counsel has submitted that indisputably the third respondent had been appointed as Managing Director of the Corporation prior to completion of 62 years' age earlier for two years but in view of amendment made in the Articles of Association of the Corporation, during his tenure of service, the tenure of his appointment on the post of Managing Director of the Corporation has been extended from two years to three years. Consequently, the third respondent's tenure has also been extended for one year further. He has urged that Section 196 of the Companies Act provides the maximum age limit for appointment of Directors as 70 years, therefore, there is no violation of the provisions of the Companies Act under which the Corporation is registered as a Company. Consequently, the third respondent's tenure has also been extended for one year further. He has urged that Section 196 of the Companies Act provides the maximum age limit for appointment of Directors as 70 years, therefore, there is no violation of the provisions of the Companies Act under which the Corporation is registered as a Company. He has further urged that the Memorandum of Association of the Corporation is a Subordinate Legislation, which can be questioned only on the grounds on which the plenary legislation can be challenged viz. (1) that it does not confirm to the statute under which it is made; (2) that it is contrary to some other statute in as much as subordinate legislation much yield to plenary legislation; (3) that it is unreasonable in the sense that it is manifestly arbitrary. In Indian Express Newspaper (Bom) (P) Ltd. v. Union of India2; the Supreme Court has outlined the grounds on which the subordinate legislation may be questioned. In State of T.N. v. P. Krishnamurthy3; the Supreme Court held that (a) lack of legislative competence; (b) violation of Fundamental Rights; (c) violation of any provision of the Constitution; (d) failure to conform to the Statute under which it is made or exceeding the limits of authority conferred by the enabling Act; (e) repugnancy to the laws of the land, that is, any enactment; (f) manifest arbitrariness/unreasonableness (to an extent where court might well say that Legislature never intend to give authority to make such Rule). In State of A.P. v. Mc Dowell4; the Supreme Court held that a law made by the Parliament or the Legislature can be struck down by courts on two grounds and two grounds alone, viz., (1) lack of legislative competence and (2) violation of any of the fundamental rights guaranteed in Part-III of the Constitution or of any other constitutional provision. There is no third ground. No enactment can be struck down by just saying that it is arbitrary or unreasonable. We have gone through the pleadings of the writ petition and found that no such grounds have been pleaded to challenge the amendment impugned. There is no third ground. No enactment can be struck down by just saying that it is arbitrary or unreasonable. We have gone through the pleadings of the writ petition and found that no such grounds have been pleaded to challenge the amendment impugned. The petitioner has taken a plea that the amendment as was proposed in the Article of Association by the Corporation was rejected by the State Government, however, no such rejection has been brought on record, rather a bare perusal of the record shows that the proposal of the Company Secretary dated 18.10.2014 has been accepted by the State Government vide letter dated 13.01.2015. In view of the aforesaid submissions, we are of the view that the writ petition lacks merit. Therefore, it stands dismissed.