JUDGMENT : 1. The Electricity Act of 2003 (hereinafter referred to as the ‘2003 Act’) came into force on 10-06-2003. This Act repealed (i) the Indian Electricity Act, 1910; (ii) the Electricity (Supply) Act, 1948 and (iii) the Electricity Regulatory Commissions Act, 1998. The preamble of the Electricity Act, 2003 reads as follows: “An Act to consolidate the laws relating to generation, transmission, distribution, trading and use of electricity and generally for taking measures conducive to development of electricity industry, promoting competition therein, protecting interest of consumers and supply of electricity to all areas, rationalization of electricity tariff, ensuring transparent policies regarding subsidies, promotion of efficient and environmentally benign policies, constitution of Central Electricity Authority, Regulatory Commissions and establishment of Appellate Tribunal and for matters connected therewith or incidental thereto.” 2. The Kerala State Electricity Board (hereinafter also referred to as ‘the Board’) was constituted in terms of the provisions contained in the Electricity (Supply) Act, 1948. Part XIII of the 2003 Act deals with reorganization of Boards constituted in terms of the Electricity (Supply) Act, 1948. The provisions of Part XIII of the 2003 Act provide for vesting of the properties of the Board including all rights, liabilities etc., in the concerned State Government and re-vesting of the same by the State Government in a Government Company or Companies. Provisions have also been made regarding the officers and employees of the Board and their continuance in the new entity which, as stated above was to be a Government company. As far as the State of Kerala is concerned, the re-vesting in a Government company took place on 31-10-2013. The Government Company was registered on 14-01-2011 as the Kerala State Electricity Board Ltd. (hereinafter also referred to as ‘KSEBL’) under the Companies Act, 1956. 3. In these writ appeals and the connected writ petition we are essentially concerned with the validity or otherwise of an order issued by the Government of Kerala bearing No. G.O. (P) No. 1/2019/ED Dated 13-02-2019 issued in exercise of power relatable to Regulation 116 of the Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2010 (hereinafter also referred to as the ‘Safety Regulations) and also with the question as to whether Regulation 116 of the Safety Regulations itself, was ultra-vires the rule making power of the Central Electricity Authority (the author of the Safety Regulations). Through the order dated 13-02-2019 the Government of Kerala granted an exemption to employees of the KSEBL from the qualifications prescribed in Regulations 6 and 7 of the Safety Regulations. This action of the Government of Kerala and Regulation 116 of the Safety Regulations were therefore challenged before this Court. The learned Single Judge has accepted the case put forth and granted the declaration sought. It was inter-alia held that the Central Electricity Authority had no power to issue any Regulation in the nature of Regulation 116 and that the order dated 13-02-2019 granting the exemption, as above, was bad in law. The appellants before us challenge the judgment of the learned Single Judge while the writ petition which has been tagged along with these appeals is filed seeking reliefs similar to those granted by the learned Single Judge. 4. W.A. No. 223/2020 arising out of W.P. (C) No. 6410/2019 has been filed by the KSEBL and one of its officers. This writ appeal is taken as the lead case and the exhibits etc referred to in this judgment refer to exhibits produced in W.P. (C) No. 6410/2019. Since the issues arising for consideration are purely legal we do not deem it necessary to make any reference to the individual facts in each of these cases except to note that the issue arises on account of the dispute raised by those qualified in terms of Regulations 6 and 7 of the Safety Rules regarding promotions granted to persons who do not hold the qualifications prescribed in those Regulations, under the cover of the Government order dated 13-02-2019 issued under Regulation 116 of the Safety Regulations. 5. We have heard Sri. Raju Joseph, learned Senior Counsel, instructed by Mr. Joseph Antony for the appellant KSEBL, Sri. P.C. Sasidharan, Sri. T.C. Govindaswamy and Sri. G.S. Reghunath, for the appellants in the connected writ appeals and Sri. P. Raveendran, learned Senior Counsel instructed by Smt. Aparna Rajan for the contesting respondents in the Writ Appeals and Sri. S.M. Prasanth, learned counsel appearing for the petitioners in W.P. (C) No. 11952/2017. 6. Joseph Antony for the appellant KSEBL, Sri. P.C. Sasidharan, Sri. T.C. Govindaswamy and Sri. G.S. Reghunath, for the appellants in the connected writ appeals and Sri. P. Raveendran, learned Senior Counsel instructed by Smt. Aparna Rajan for the contesting respondents in the Writ Appeals and Sri. S.M. Prasanth, learned counsel appearing for the petitioners in W.P. (C) No. 11952/2017. 6. The case of the appellants before us, inter-alia, is that the provisions of Section 133 of the Electricity Act, 2003 provide that the concerned State Government may, in terms of the transfer scheme framed under Section 131 provide for the transfer of officers and employees to the Government Company formed in terms of the provisions in Section 131 (here KSEBL). On the vesting of the properties, rights and liabilities on such transferee under Section 131 under the scheme for transfer, the officers and employees shall hold office under the transferee on such terms and conditions as may be determined in the transfer scheme. It is submitted that the proviso to Section 133 makes it amply clear that the terms and conditions applicable to those transferred shall not in any way be less favorable than those which would have been applicable if there had been no such transfer. It is contended that the Safety Regulations have been framed in exercise of the power conferred on the Central Electricity Authority in terms of Section 177 read with Section 53 of the 2003 Act and since Section 53 deals only with aspects of safety, Regulations 6 and 7 of the Safety Regulations cannot be read as constituting any hurdle in the operation of the scheme. According to the appellants, the rule making power of the Central Authority is subject to the condition that any such Regulation shall be consistent with the provisions of the 2003 Act and therefore that the power to make Regulations under Section 177 will be subject to the provisions of Sections 131/133 of the Act and any scheme made thereunder. It is submitted that the provisions of the settlement which form part of the transfer scheme as can be seen from Exts.R2 (a) and R2 (b) (produced along with counter affidavit filed by the KSEBL in W.P. (C) No. 6410/2019) are relatable to Section 133 and particularly to the proviso to that Section and therefore the terms contained therein must prevail over any contrary stipulation in the Safety Regulations. It is submitted that the provisions of the Electricity Act or any Regulation framed there under cannot override the terms of a binding settlement entered into and enforceable in terms of the provisions of the Industrial Disputes Act, 1947. It is also submitted that since the 2003 Act contained provisions relating to vesting and re-vesting (as already noticed above) it was necessary to have a provision in the nature of Regulation 116 of the Safety Regulations to enable the State Government to issue orders in the nature of the order dated 13-02-2019, considering the local situation on the account of such vesting and re-vesting. Mr. Raju Joseph, Learned Senior Counsel placed reliance on Life Insurance Corporation of India vs. D.J. Bahadur and Others, (1981) 1 SCC 315 , to contend that the provisions of the Electricity Act cannot override the terms of a binding settlement entered into and enforceable in terms the Industrial Disputes Act. He further relied on State of Madhya Pradesh and Others vs. Yogendra Shrivastava, (2010) 12 SCC 538 to contend that an accrued right cannot be taken away by way of amendment. Sri. P.C. Sasidharan, learned counsel for the appellant in W.A. No. 612/2020 would contend, on the ratio of the judgment in Council of Scientific and Industrial Research and Another vs. K.G.S. Bhatt and Another, (1989) 4 SCC 635 , that career advancement is an incentive for personal development and a satisfactory avenue for promotion is to be provided in every organization. 7. On the other hand, the contesting respondents and the petitioners in W.P. (C) No. 11952/2017 would contend that the provisions contained in Regulation 116 of the Safety Regulation is beyond the rule making power of the Central Electricity Authority (CEA) and is clearly ultra-vires and a case of impermissible sub-delegation which is prohibited by law. They contend that the principle ‘delegatus non potest delegare’ applies. In support of this argument, the learned Senior Counsel appearing for the contesting respondents would place reliance on decisions in District Collector, Chittoor vs. Chittoor District Groundnut Traders Assn. (1989) 2 SCC 58 , Kunj Behari Lal Butail vs. State of H.P. (2000) 3 SCC 40 , M. Chandru vs. Chennai Metropolitan Development Authority, (2009) 4 SCC 72 and Petroleum and Natural Gas Regulatory Board vs. Indraprastha Gas Limited, (2015) 9 SCC 209 . (1989) 2 SCC 58 , Kunj Behari Lal Butail vs. State of H.P. (2000) 3 SCC 40 , M. Chandru vs. Chennai Metropolitan Development Authority, (2009) 4 SCC 72 and Petroleum and Natural Gas Regulatory Board vs. Indraprastha Gas Limited, (2015) 9 SCC 209 . It is submitted that the provisions of Section 53 show that the stipulations in the Safety Regulations were required on account of considerations of safety and it would be quite arbitrary if the State Government were given the power and the authority to grant exemption from the operation of any of the regulations in the Safety Regulations. In support of this submission the learned Senior Counsel would rely on Global Energy Ltd. vs. Central Electricity Regulatory Commission, (2009) 15 SCC 570 and states that the very same judgment also holds that an essential legislative function cannot be delegated. It is further submitted that Subordinate legislation in the nature of Regulation 116 goes beyond the Rule making power of the Central Electricity Authority. Reliance is placed in this regard on the judgment of the Union of India and Others vs. S. Srinivasan, (2012) 7 SCC 683 . It is also asserted that Subordinate legislation cannot be manifestly arbitrary. Reliance in this regard is placed on the judgment in Cellular Operators Association of India and Others vs. Telecom Regulatory Authority of India and Others, (2016) 7 SCC 703 . It is also contended that the provisions of the scheme produced as Ext.R2 (a) did not, in any manner, protect promotions and that the protection granted to the existing employees to obtain promotions even without the requisite qualifications was surreptitiously included in the settlement which forms part of the scheme and further that even the provisions of Ext.R2 (b) were anyway made subject to Rules/Regulations in vogue which meant that the Safety Regulations which had been issued much earlier to Ext.R2 (a) and R2 (b) should be read having been specifically incorporated into the scheme. It is also submitted that the functions of the Central Electricity Agency (CEA) which have been specified in Section 73 of the 2003 Act clearly shows that the qualifications as provided for in Regulation 6 and 7 could be imposed by the CEA on grounds of safety and therefore such Regulations are to be strictly implemented notwithstanding anything contrary contained in a scheme framed under Section 133 of the 2003 Act. It is also contended that the original request of KSEBL (as can be seen from Ext.P.1) was only to grant time to implement Regulations 6 and 7 of the Safety Regulations and thereafter on 26.11.2018 further time was sought. However through Ext P.3, on 19.12.2008, in complete departure from the earlier proposal, an exemption was sought. This according to the Learned Senior Counsel was on account of pressure exerted by the Trade Unions, which fact he submits, is evident from Ext.P.5. He also contested the argument of Sri. Raju Joseph that the terms of the Industrial Settlement will override the provisions of the Safety Regulations. He would also contend that at any rate the blanket exemption granted through Ext.P.4 is unreasonable and compromises safety of electrical installations. Sri. S.M. Prasanth, learned counsel appearing for the petitioner in W.P. (C) No. 11952/2017 submits that the provisions of the settlement goes beyond the provisions of the scheme and therefore that the protection under the proviso to Section 133 cannot be extended to the provisions of the settlement. He would state that Section 174 of the 2003 Act gives an overriding effect to the provisions of the said Act and therefore it will override any protection extended to a settlement which has legal force by virtue of the provisions of the Industrial Disputes Act. He would contend that the only protection available on a reading of provisions of the scheme are the pecuniary benefits and not promotion. It is his case that consideration of promotion being on a date later than the safety Regulations, KSEBL has to comply with every Regulation including the provisions of Regulations 6 & 7 of the Safety Regulations. He would refer to clause 2 (c) of Ext.R2 (b) and contend that the protection was subject to Rules/Regulations in vogue and since on the date of Ext.R2 (b) the Safety Regulations were in force any promotion would be subject to the Safety Regulations. He would rely on the judgment in Patiala Central Cooperative Bank Ltd. vs. The Patiala Central Cooperative Bank Employees Union and Another, JT 1996 (9) SC 59 and Partner, Malabar Wires and Allied Products vs. Deputy Labour Commissioner and Others, ILR 1997 (2) Ker. 422 to contend that the provisions of the Industrial Settlement cannot operate against law. He would rely on the judgment in Patiala Central Cooperative Bank Ltd. vs. The Patiala Central Cooperative Bank Employees Union and Another, JT 1996 (9) SC 59 and Partner, Malabar Wires and Allied Products vs. Deputy Labour Commissioner and Others, ILR 1997 (2) Ker. 422 to contend that the provisions of the Industrial Settlement cannot operate against law. He would also place reliance on a judgment of a Division Bench of this court in Sankara Narayanan V.R. and Others vs. A.P. Gopinathan and Others, 2008 (4) KHC 281 (DB) to contend that prescription of a minimum qualification for promotion is not illegal and that there is no vested right in any employee to claim that promotional avenues are also to be protected forever. 8. We have considered the contentions put forth by either side. On an analysis of the pleadings and noticing the submissions made before us it appears that the following issues arise for our determination:- 1. Is Regulation 116 of the Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2010, ultra-vires the authority and powers conferred on the Central Electricity Authority on account of the Statutory Provisions in the Electricity Act, 2003 and on account of impermissible delegation or on account of being manifestly arbitrary? 2. Can the provisions of a scheme framed under Section 131 r/w Section 133(2) of the Electricity Act, 2003 offer any protection to officers/employees who do not possess the qualifications required in terms of the Safety Regulations? 3. If the answer to the first issue is in the negative, whether the order issued by the Government of Kerala on 13-02-2019 suffers from the vice of non-application of mind or is otherwise arbitrary, unreasonable or irrational? Re: Issue 1 9. The Central Electricity Authority is constituted under Section 70 of the 2003 Act. It consists of not more than 14 members out of whom 8 shall be full time members appointed by the Central Government. The members of the authority are to be appointed from among persons of ability, integrity and standing and having knowledge, adequate experience and capacity in dealing with problems relating to engineering, finance, commerce, economics, industry etc. It is provided that at least one member shall be appointed from each of the categories mentioned as (a) to (d) of sub-section 5 of Section 70 of the 2003 Act. It is provided that at least one member shall be appointed from each of the categories mentioned as (a) to (d) of sub-section 5 of Section 70 of the 2003 Act. These categories especially categories (a) (b) and (c) indicate that the Central Electricity Authority is constituted by experts in the field of design, construction, operation and maintenance of generating stations, experts with specialization in transmission and supply of electricity and those having expertise in applied research in the field of electricity. Section 73 of the 2003 Act sets out the functions and duties of the authority which also indicates that the Central Electricity Authority is conceived and constituted as an expert body having substantial expertise in fields of generation, transmission and supply of electrical energy among others. Under Section 53 of the 2003 Act it is the duty of the Central Electricity Authority to set out and specify suitable measures for the safety of persons involved in the generation, transmission and supply of electricity and for eliminating risk of injury etc. arising out of electrical installations. A perusal of these provisions indicates that the Central Electricity Authority was conceived as an expert body to prescribe standards for operation of electrical installations, prescribe safety regulations etc. We should therefore concede to the authority the power to fix qualifications as a part of the Safety Regulations. The argument of the appellants that the Central Electricity Authority has no power to fix qualifications through the safety regulations is only to be rejected. 10. We must now consider the question as to whether the provisions of Regulation 116 of the Safety Regulations are ultra-vires the powers of the Central Electricity Authority. ‘Ultra-Vires’ essentially means something done beyond one’s authority. Eminent scholars have characterized the doctrine of ultra-vires as the principle central to administrative law [Wade and Forsyth, Administrative Law (9th Edn. 2004), Page 35, Christopher Forsyth ‘Of Fig Leaves and Fairy Tales: The Ultra-Vires Doctrine, The Sovereignty of Parliament and Judicial Review’ 1996 CLJ 122 and for the contra view see Paul Craig ‘Ultra-vires and The Foundations of Judicial Review’ 1998 CLJ 63 ] and possibly the only jurisprudential basis for exercise of judicial review while others of equal repute decry the theory that ultra-vires is the only basis for judicial review. There can be no quarrel with the proposition that a delegate cannot sub-delegate unless such sub-delegation were authorized by the provisions of the parent statute and any such illegal sub-delegation would be ultra-vires. Since this principle is too well established we do not deem it necessary to refer to the judgments cited at the bar in support of this proposition. While framing the safety Regulations, the Central Electricity Authority thought it necessary to grant power to the State Government to relax all or any of the conditions except enumerated exceptions. Providing such authority to the State Government is clearly not the delegation of an essential legislative function as in Global Energy Ltd. (supra). In Union of India vs. Azadi Bachao Andolan, (2004) 10 SCC 1 , it was held:- “56. The question whether a particular delegated legislation is in excess of the power of the supporting legislation conferred on the delegate, has to be determined with regard not only to specific provisions contained in the relevant statute conferring the power to make rules or regulations, but also the object and purpose of the Act as can be gathered from the various provisions of the enactment. It would be wholly wrong for the court to substitute its own opinion as to what principle or policy would best serve the objects and purposes of the Act; nor is it open to the court to sit in judgment over the wisdom, the effectiveness or otherwise of the policy, so as to declare a regulation ultra-vires merely on the ground that, in the view of the court, the impugned provision will not help to carry through the object and purposes of the Act. This Court reiterated the legal position, well established by a long series of decisions in Maharashtra State Board of Secondary and Higher Secondary Education vs. Paritosh Bhupeshkumar Sheth, (1984) 4 SCC 27 : (SCC pp. 39-40, para-14) “So long as the body entrusted with the task of framing the rules or regulations acts within the scope of the authority conferred on it, in the sense that the rules or regulations made by it have a rational nexus with the object and purpose of the statute, the court should not concern itself with the wisdom or efficaciousness of such rules or regulations. It is exclusively within the province of the legislature and its delegate to determine, as a matter of policy, how the provisions of the statute can best be implemented and what measures, substantive as well as procedural would have to be incorporated in the rules or regulations for the efficacious achievement of the objects and purposes of the Act. It is not for the Court to examine the merits or demerits of such a policy because its scrutiny has to be limited to the question as to whether the impugned regulations fall within the scope of the regulation-making power conferred on the delegate by the statute.” 11. A classic example of impermissible sub-delegation could possibly be found from the facts of Ganpati Singhji vs. State of Ajmer, AIR 1955 SC 188 . In the facts of that case, Section 40 of the Ajmer Laws Regulation, 1877 empowered the Chief Commissioner to make Rules regarding the maintenance of watch and ward and for the establishment of a proper system of conservancy and sanitation at fairs and other large public assemblies. The Rules framed by the Chief Commissioner prohibited holding of fairs except under a permit issued by the District Magistrate. This was to be done by the District Magistrate after satisfying himself that the applicant was in a position to establish a proper system of conservancy, sanitation and watch & ward at the fair. The Supreme Court found that the Regulations empowered only the Chief Commissioner to make Rules for establishment of conservancy and sanitation and observed that he can bring such system into existence only by incorporating the same in the Rules and could he not have empowered the District Magistrate to determine what the proper system was. Thus the Rules were found to be ultra-vires the Regulations of 1877. This is a classic example of impermissible sub-delegation. This is clearly at variance with the factual situation on hand. If the power to make any Rules or Regulations for the matters set out in Section 53 were to be delegated to the State Government, the argument of the respondents would have been on a very strong foundation. Here the Central Electricity Authority has not sub-delegated to the State Government any authority to establish or set out the safety measures under Section 53. Here the Central Electricity Authority has not sub-delegated to the State Government any authority to establish or set out the safety measures under Section 53. After setting out the parameters of safety through the Safety Regulations, the State Government has been empowered to grant exemptions from such Regulations wherever it was felt necessary. This, in our view, is not a case of ultra-vires or impermissible sub-delegation because we do not see any authority conferred on the Central Electricity Authority being conceded to the State Government. What has been done is only to vest the State Government the power to grant exemptions from the operation of any of the Regulations except Regulation 30. There is no delegation at all. 12. Now it has been said that subordinate legislation cannot be manifestly arbitrary. What exactly is manifest arbitrariness in the context of subordinate legislation? In Sharma Transport vs. Govt. of A.P. (2002) 2 SCC 188 , it was held:- “The tests of arbitrary action applicable to executive action do not necessarily apply to delegated legislation. In order to strike down a delegated legislation as arbitrary it has to be established that there is manifest arbitrariness. In order to be described as arbitrary, it must be shown that it was not reasonable and manifestly arbitrary. The expression “arbitrarily” means: in an unreasonable manner, as fixed or done capriciously or at pleasure, without adequate determining principle, not founded in the nature of things, non-rational, not done or acting according to reason or judgment, depending on the will alone.” In Indian Express Newspapers (Bombay) (P) Ltd. vs. Union of India, (1985) 1 SCC 641 , it was held:- “75. A piece of subordinate legislation does not carry the same degree of immunity which is enjoyed by a statute passed by a competent Legislature. Subordinate legislation may be questioned on any of the grounds on which plenary legislation is questioned. In addition it may also be questioned on the ground that it does not conform to the statute under which it is made. It may further be questioned on the ground that it is contrary to some other statute. That is because subordinate legislation must yield to plenary legislation. It may also be questioned on the ground that it is unreasonable, unreasonable not in the sense of not being reasonable, but in the sense that it is manifestly arbitrary. It may further be questioned on the ground that it is contrary to some other statute. That is because subordinate legislation must yield to plenary legislation. It may also be questioned on the ground that it is unreasonable, unreasonable not in the sense of not being reasonable, but in the sense that it is manifestly arbitrary. In England, the Judges would say “Parliament never intended authority to make such rules. They are unreasonable and ultra-vires.” The present position of law bearing on the above point is stated by Diplock, L.J. in Mixnam’s Properties Ltd. vs. Chertsey Urban District Council, (1964) 1 QB 214 : (1963) 2 All ER 787 : (1963) 3 WLR 38 (CA), thus: “The various special grounds on which subordinate legislation has sometimes been said to be void........can, I think, today be properly regarded as being particular applications of the general rule that subordinate legislation, to be valid, must be shown to be within the powers conferred by the statute. Thus, the kind of unreasonableness which invalidates a bye-law is not the antonym of ‘reasonableness’ in the sense in which that expression is used in the common law, but such manifest arbitrariness, injustice or partiality that a court would say: ‘Parliament never intended to give authority to make such rules; they are unreasonable and ultra-vires’...if the courts can declare subordinate legislation to be invalid for ‘uncertainty’ as distinct from unenforceable...this must be because Parliament is to be presumed not to have intended to authorise the subordinate legislative authority to make changes in the existing law which are uncertain.” The incorporation of Regulation 116 into the Safety Regulations cannot in any manner be regarded as ‘manifestly arbitrary’ in the manner that the term was explained in Sharma Transport (supra) and Indian Express Newspapers (supra). We have already found that the conferment of power to grant exemptions upon the State Government is not against any of the express provisions in the statute and is intra-vires the power conferred on the authority. We have already found that the conferment of power to grant exemptions upon the State Government is not against any of the express provisions in the statute and is intra-vires the power conferred on the authority. The argument that safety is being compromised if a power in the nature of Regulation 116 is conceded to the State Government does not appeal to us, for the Court is not to concern itself with the merits or demerits of such a policy and its scrutiny is to be limited to the question as to whether the impugned Regulations fall within the scope of the Regulation-making power conferred on the delegate by the Statute vide Maharashtra State Board of Secondary and Higher Secondary Education vs. Paritosh Bhupeshkumar Sheth, (1984) 4 SCC 27 .” 13. The argument that no such power can be conceded to the State Government considering the object and scheme of the 2003 Act also cannot be sustained in view of the following observations in Union of India vs. S. Srinivasan, (2012) 7 SCC 683 , where it was held:- “30. In this context, it would be apposite to refer to a passage from State of Tamil Nadu vs. P. Krishnamurthy, (2006) 4 SCC 517 , wherein it has been held thus: (SCC p. 529, para-16) “16. The court considering the validity of a subordinate legislation, will have to consider the nature, object and scheme of the enabling Act, and also the area over which power has been delegated under the Act and then decide whether the subordinate legislation conforms to the parent statute. Where a rule is directly inconsistent with a mandatory provision of the statute, then, of course, the task of the court is simple and easy. But where the contention is that the inconsistency or non-conformity of the rule is not with reference to any specific provision of the enabling Act, but with the object and scheme of the parent Act, the court should proceed with caution before declaring invalidity.” 14. We are conscious of the fact that the Safety Regulations issued by the Central Electricity Authority codifies the best practices in the industry, in the interest of public safety and the safety of electrical installations. As already noticed the Central Electricity Authority is an expert body. We are conscious of the fact that the Safety Regulations issued by the Central Electricity Authority codifies the best practices in the industry, in the interest of public safety and the safety of electrical installations. As already noticed the Central Electricity Authority is an expert body. The Central Electricity Authority thought it fit to permit the State Government to exercise a power to exempt the operation of any specific Regulations, in suitable circumstances. The State of Kerala is the repository of power under Regulation 116. The fact that such power to grant exemption was conferred on the State Government is itself sufficient indication of the fact that the power was to be exercised reasonably. It is a principle recognized in law that the grant of authority to high ranking officials or to the Government itself is a sufficient safeguard to ensure that the power so granted is not abused in any manner. [Express Hotels (P) Ltd. vs. State of Gujarat, (1989) 3 SCC 677 ] We must also notice that by virtue of the provisions contained in the 2003 Act, the Indian Electricity Rules, 1956 framed under Section 37 of the Indian Electricity Act, 1910 were to continue in force till proper Regulations are framed by the Central Electricity Authority under Section 53 of the 2003 Act and qualifications were also prescribed in those Rules (See Rule 3). Rule 133 of the Indian Electricity Rules, 1956 gave power to the State Government/Central Government to grant exemption from the enumerated safety provisions contained in those Rules. Therefore Regulation 116 is not a new thought process and the power to grant such exemptions existed even when the Indian Electricity Rules, 1956 were in operation. 15. We therefore have no hesitation to hold that Regulation 116 of the Safety Regulations is not ultra-vires the 2003 Act, that it is not manifestly arbitrary and that it cannot be said to be a provision that defeats the objects and purpose of the enactment. We also hold that the conferment of power on the State Government itself is sufficient guarantee that the power will not be abused. Re: Issue 2 16. In order to give an answer to Issue (2) above, it will be useful to analyze and understand the purport of Sections 131 and 133 of the 2003 Act. We also hold that the conferment of power on the State Government itself is sufficient guarantee that the power will not be abused. Re: Issue 2 16. In order to give an answer to Issue (2) above, it will be useful to analyze and understand the purport of Sections 131 and 133 of the 2003 Act. As already noticed the provisions of Section 131 provides for vesting all property rights, assets and liabilities etc., of the concerned Electricity Board constituted in terms of Electricity (Supply) Act of 1948 in the State Government. Section 131 (2) provides for a re-vesting of those properties, rights, assets and liabilities etc. in a Company in accordance with the transfer scheme. Sub-section 5 of Section 131 provides that a transfer scheme under Section 131 may among other things make such supplementary, incidental and consequential provisions as the transferor considers appropriate [See Section 131 (5)(f)]. Section 133 specifically deals with provisions that can be made in the transfer scheme regarding officers and employees who are to be transferred by the State Government to the entity formed in terms of Section 131 and also provides that such personnel shall hold office under the transferee on such terms and conditions as may be determined in accordance with the transfer scheme. The proviso to Section 133 provides that ‘terms and conditions’ of their service on such transfer shall not in any way be less favorable than those which would have applied to them if there had been no such transfer. The explanation to Section 133 clearly shows that the expression ‘officers’ and Employees’ used in Section 133 shall mean all officers and employees who on the date specified in the scheme are the officers and employees of the Board or the transferor as the case may be. We must immediately notice that by virtue of the explanation to Section 133, the benefit of any provision in the scheme relating to transfer of officers and employees can be extended only to such officers and employees who are officers and employees of the Board or the transferor on the date of the scheme. The scheme framed under Sections 131/133, in question, in this case is G.O. (P) No. 46/2013/PD dated 31-10-2013. The scheme framed under Sections 131/133, in question, in this case is G.O. (P) No. 46/2013/PD dated 31-10-2013. The date specified in the explanation to Section 133, as far as the KSEBL is concerned, cannot be later than 31-10-2013, the date on which the employees were transferred to the KSEBL. It may be pertinent to notice that clause 6 of the transfer scheme dated 31-10-2013 provided for the transfer of personnel to the KSEBL and also provided that a tripartite agreement would also be executed between the KSEBL and the Employees Unions setting out the conditions upon which the employees have been transferred to KSEBL. The tripartite agreement referred to in the scheme was executed on 01-08-2014. The provisions of the scheme provided that the terms and conditions of services of the existing employees such as promotions, transfers, wages, compensations, lien, allowances etc upon transfer to KSEBL shall continue to be regulated by the existing Regulations/Service Rules in vogue. It is clear from the reading of statutory provisions contained in Section 133 that the transfer of employees from KSE Board/State of Kerala to the KSEBL will be governed by the provisions of the transfer scheme and such provisions shall in no way be less favorable than what was enjoyed immediately prior to the date of transfer. This, in our view, is a clear indication that the legislature thought it appropriate to incorporate provisions to protect the employees of the Board or the State Government on transfer to the entity incorporated in terms of Section 131. The contention that only pecuniary benefits are protected under the proviso to Section 133 (2) and that promotions are not so protected cannot be accepted in the light of the words used in the proviso. 17. That brings us to the question as to whether a Regulation framed under Section 177 of the 2003 Act can run counter to a scheme framed under Section 131 read with Section 133 of the said Act. Section 177 empowers the Central Electricity Authority to make Regulations “.....consistent with this Act” to carry out the provisions of the Act and also for the specific matters set out in items (a) to (g) of sub-section 2 of Section 177. The Legislature often uses words such as ‘subject to’ or ‘consistent with’ while empowering subordinate legislation. What exactly is meant by terms such as ‘subject to’ or consistent with? The Legislature often uses words such as ‘subject to’ or ‘consistent with’ while empowering subordinate legislation. What exactly is meant by terms such as ‘subject to’ or consistent with? The answer is to be found in the decision of the Supreme Court in Azadi Bachao Andolan (supra) where the provisions of Section 4, 5 and 90 of the Income Tax Act, 1961 were considered by the Court. Section 4 of the Income Tax Act, 1961 is the charging Section while Section 5 defines the scope of total income under that Act. A question arose as to whether a Double Taxation Avoidance Agreement (DTAA) framed under Section 90 of the Income Tax Act, 1961 could offer an exemption contrary to the provisions of Sections 4 and 5 of that Act. One among the contentions raised was that a DTAA can only be a piece of subordinate legislation and therefore it can only be made consistent with the provisions of Sections 4 and 5. This contention was repelled by the Supreme Court. It was observed:- “21. The provisions of Sections 4 and 5 of the Act are expressly made “subject to the provisions of this Act” which would include Section 90 of the Act. As to what would happen in the event of a conflict between the provision of the Income Tax Act and a notification issued under Section 90, is no longer res integra. After referring to the judgment of the Andhra Pradesh High Court in CIT vs. Visakhapatnam Port Trust, (1983) 144 ITR 146 (AP), that of the Calcutta High Court in CIT vs. Davy Ashmore India Ltd. (1991) 190 ITR 626 (Cal) and in Leonhardt Andra Und Partner, GmbH vs. CIT, (2001) 249 ITR 418 (Cal) and the judgment of the Karnataka High Court in CIT vs. R.M. Muthaiah, (1993) 202 ITR 508 (Kant) it was held:- “28. A survey of the aforesaid cases makes it clear that the judicial consensus in India has been that Section 90 is specifically intended to enable and empower the Central Government to issue a notification for implementation of the terms of a Double Taxation Avoidance Agreement. When that happens, the provisions of such an agreement, with respect to cases to which they apply, would operate even if inconsistent with the provisions of the Income Tax Act. We approve of the reasoning in the decisions which we have noticed. When that happens, the provisions of such an agreement, with respect to cases to which they apply, would operate even if inconsistent with the provisions of the Income Tax Act. We approve of the reasoning in the decisions which we have noticed. If it was not the intention of the legislature to make a departure from the general principle of chargeability to tax under Section 4 and the general principle of ascertainment of total income under Section 5 of the Act, then there was no purpose in making those sections “subject to the provisions of the Act.” The very object of grafting the said two sections with the said clause is to enable the Central Government to issue a notification under Section 90 towards implementation of the terms of DTACs which would automatically override the provisions of the Income Tax Act in the matter of ascertainment of chargeability to income tax and ascertainment of total income, to the extent of inconsistency with the terms of DTAC.” Fortified by the view taken by the Supreme Court in Azadi Bachao Andolan we are clear in our mind that the since the Rule making power of the Central Electricity Authority is to make Regulations consistent with the provisions of the 2003 Act, it would, without doubt, be subject to the provisions of Section 131 and 133 of the 2003 Act and the scheme framed there under. 18. Further the rule of harmonious construction calls upon us to harmoniously construe the provisions of Sections 53, 70, 73, 131, 133 and 177 of the 2003 Act for “.....A statute is designed to be workable, and the interpretation thereof by a court should be to secure that object, unless crucial omission or clear direction makes that end unattainable.” We believe that the only way to harmoniously construe the aforesaid provisions of the 2003 Act would be to hold that the Rule making power of the Central Electricity Authority is subject to the terms of the scheme framed under Section 131 r/w Section 133 of that Act. There is yet another reason why we would hold so. The provisions of Section 133 offer protection to existing officers and employees of the erstwhile Electricity Board. There is yet another reason why we would hold so. The provisions of Section 133 offer protection to existing officers and employees of the erstwhile Electricity Board. This protection cannot be taken away by way of a subordinate legislation framed by the Central Electricity Authority under Section 177 read with Section 53 of the 2003 Act for, what cannot be done directly cannot be done indirectly. In Jagir Singh vs. Ranbir Singh, (1979) 1 SCC 560 , it was held:- “What may not be done directly cannot be allowed to be done indirectly; that would be an evasion of the statute. It is a “well-known principle of law that the provisions of an Act of Parliament shall not be evaded by shift or contrivance” (Per Abbot, C.J. in Fox vs. Bishop of Chester, (1824) 2 B&C 635). “To carry out effectually the object of a Statute, it must be construed as to defeat all attempts to do, or avoid doing, in an indirect or circuitous manner that which it has prohibited or enjoined.” (Maxwell, 11th Edn. P. 109). 19. For all the above reasons we hold that the Rule making power of the Central Electricity Authority under Section 177 of the 2003 Act can only be ‘consistent with’ or ‘subject to’ the provisions of the Scheme framed under Sections 131 and 133 of the said Act. 20. In the view that we have taken of the Scheme framed under Sections 131/133 it is not necessary to examine the contention as to whether the settlement which is binding in terms of the Industrial Disputes Act, 1947, will override the statutory Regulations. However we may observe that this proposition seems to run counter to the law laid down in U. Unichoyi vs. State of Kerala, (1962) 1 SCR 946 , decided by a bench of 5 Judges of the Supreme Court and reiterated in Oswal Agro Furane Ltd. vs. Workers Union, (2005) 3 SCC 224 . Re: Issue 3 21. As already noticed, the 2003 Act provided for the winding up of the Electricity Board constituted under the Electricity Supply Act of 1948, the vesting of all properties, liabilities etc of such Boards in the State Government and a re-vesting of the same in a Government Company as provided for in Section 131 of the Act. Re: Issue 3 21. As already noticed, the 2003 Act provided for the winding up of the Electricity Board constituted under the Electricity Supply Act of 1948, the vesting of all properties, liabilities etc of such Boards in the State Government and a re-vesting of the same in a Government Company as provided for in Section 131 of the Act. The preamble to the 2003 Act itself indicates that the Act intends to consolidate the laws relating to generation, transmission, distribution, trading and use of electricity and generally for taking measures conducive to development of the electricity industry. It repealed the Electricity Act, 1910 and the Electricity Supply of 1948 which were governing the field. When enactments such as the 2003 Act are brought into force replacing legislation which is decade’s old, sufficient provisions will have to be incorporated for enabling a smooth transition from the existing system to the new system. Such kind of transition cannot be achieved overnight and can be achieved only over a period of time. While the Safety Regulations issued by the Central Electricity Authority codify the best practices in the industry in the interest of public safety and the safety of electrical installations, such regulations cannot be implemented overnight and it can be implemented only gradually. Exhibit P4 in W.P. (C) No. 6410/2019 is the order dated 13-02-2019 through which the Government of Kerala exercised its power under Regulation 116 to grant exemption to the KSEBL from the operation of the Regulations 6 and 7 of the Safety Regulations. A reading of Ext.P4 shows that the exemption has been granted by the Government of Kerala from the educational qualifications stipulated in Regulation 6 and 7 of the Safety Regulations. Ext.P4 also indicates that the employees who may enter service of KSEBL either on temporary or permanent basis after the date of the order i.e. 13-02-2019 will have to be those with the requisite qualifications prescribed by the Safety Regulations. In other words the exemption power was exercised to grant exemption to all employees working in KSEBL on the date of the order. The Safety Regulations were framed in 2010. In other words the exemption power was exercised to grant exemption to all employees working in KSEBL on the date of the order. The Safety Regulations were framed in 2010. Though the scheme under Section 131 was notified only on 31-10-2013 through G.O. (P) No. 46/2013/PD, and the tripartite agreement envisaged in the Scheme was entered into only on 01-08-2014, we have held, on a consideration of the provisions in Sections 131/133 of the 2003 Act that the Regulations framed under Section 53 r/w Section 177 of the Act cannot take away the protection granted to the ‘officers and employees’ through the proviso to Section 133(2). Ext. P2 in W.P. (C) No. 6410/2019 shows that even on 26.11.2018 the request of KSEBL was only to grant time. However less than a month later, on 19-12-2018, KSEBL sought complete exemption from Regulations 6 and 7 of the Safety Regulations and the Government issued the order dated 13-02-2019 granting such exemption to all employees working in KSEBL on the date of the order. The explanation to Section 133(2), which we have already noticed, makes it clear that the protection under Section 133(2) can be extended only to such officers and employees who are officers and employees of the Board or the transferor on the date of the scheme which is 31-10-2013. We are of the opinion that the power to grant exemption under 116 could have been exercised only to grant exemption to those ‘officers and employees’ who were transferred to KSEBL by virtue of Ext.R2(a) scheme and not to any person who entered service thereafter. However in view of our finding that Regulation 116 is legally valid, we hold that in respect of employees/officers who entered service after 31-10-2013, it would be open to the Government to grant a one time extension of time to acquire the necessary qualifications if, the Government on a consideration of the situation in KSEBL feels that such extension is required to be granted. 22. In the light of our findings on the issues framed for consideration, we allow these writ appeals and set aside the judgment of the learned Single Judge. 22. In the light of our findings on the issues framed for consideration, we allow these writ appeals and set aside the judgment of the learned Single Judge. We hold that Regulation 116 is not ultra-vires the provisions of the Electricity Act, 2003 and that the framing of such Regulation is not beyond the scope of the rule making power conferred on the Central Electricity Authority under Section 53 read with Section 177 of that Act. We also hold that the Rule making power of the Central Electricity Authority under Section 177 of the 2003 Act can only be ‘consistent with’ or ‘subject to’ the provisions of the Scheme framed under Sections 131 and 133 of the said Act. In view of our finding that the Government Order granting exemption from Regulations 6 and 7 to all officers and employees, on the date of that order (13-2-2019) is bad in law, we set aside that Government Order, namely G.O. (P) No. 1/2019/ED Dated 13-2-2019 (Ext.P.4 in W.P. (C) No. 6410/2019 and Ext.P.22 in W.P. (C) 11952/2017) in as much as it grants exemption from qualifications prescribed under Regulations 6 and 7 of the Safety Regulations even to employees/officers who entered service after 31.10.2013. W.P. (C) 11952/2017 is thus allowed to the extent indicated above. 23. In respect of those officers/employees who entered service of KSEBL, after 31.10.2013, it would be open to the Government of Kerala to grant a ‘one time’ extension of time to acquire the necessary qualifications if the Government feels that such extension should be granted considering the prevailing situation in KSEBL. 24. In the facts and circumstances of the case we make no order as to costs.