JUDGMENT/ORDER 1. The judgment and decree dtd. 28/8/2012 passed by learned Civil Judge Senior Division, Bhandara in Special Civil Suit No.29/2008 is under challenge in the present appeal. 2. The defendant Nos.1 to 3 / Maharashtra State Electricity Distribution Company Limited (MSEDCL) have preferred the appeal. Defendant No.4 is respondent No.2 and the plaintiff is respondent No.1 in the appeal. 3. The parties are hereinafter referred as per their original nomenclatures. 4. Brief facts necessary for disposal of the appeal are as under: The plaintiff is an Advocate practising at Bhandara and was also appointed as panel Advocate of the MSEDCL. Defendant No.4 was the Superintendent Engineer. As per contentions of the plaintiff, he had filed a Special Civil Suit for recovery of arrears of energy charges, as per instructions of the head office of defendant No.1 against defaulter namely M/s.Uniferro International Company Limited. The plaintiff was getting counsel 's fees as per scheduled rates declared by MSEDCL vide correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965. Thus, as per contention of the plaintiff, he was entitled to get counsel 's fees according to the said circular. The said rates of the fees were based on the fees of Pleaders and Advocates decided by High Court vide Notification No.P-0115/68 dtd. 23/12/1982 which came into force from 15/1/1983. The MSEDCL used to pay half of the amount of the counsel 's fees at the time of drafting or filing of any suits and remaining half was to be paid at the time of final disposal of cases. The above mode of payment was made applicable by the circular dtd. 1/2/2005 which was made effective from 1/1/2005. 5. The MSEDCL had instructed the plaintiff to institute a suit in the month of March 2004 against M/s.Uniferro International Company Limited. The value of the suit was 170, 06, 74, 000/-. The rates of the counsel 's fees, as per the circular, was Rs.925.00 + 0.625%, if the claim is exceeding of Rs.20, 000.00. As per this calculation, the plaintiff is entitled to receive Rs.1, 06, 30, 012.00. The plaintiff had issued bill dtd. 6/3/2004 for Rs.56, 16, 906.00 which is half of the total amount of the counsel 's fees along with the court fees of Rs.3, 00, 000.00 and other litigation charges. As per this calculation, the plaintiff is entitled to receive Rs.1, 06, 30, 012.00. The plaintiff had issued bill dtd. 6/3/2004 for Rs.56, 16, 906.00 which is half of the total amount of the counsel 's fees along with the court fees of Rs.3, 00, 000.00 and other litigation charges. The plaintiff issued a communication to the MSEDCL requesting to make arrangement to approve the draft and also make arrangement for payment of the expenses worth of Rs.56, 16, 906.00 vide his letter dtd. 13/4/2004. However, the MSEDCL has paid only Rs.3, 00, 000.00 towards court fees and Rs.1.00 lac towards litigation charges. The plaintiff was assured by the MSEDCL that the balance amount would be paid to him in near future and, therefore, the plaintiff had filed suit bearing No.73/2004 before learned Civil Judge Senior Division, Bhandara. As per contentions of the plaintiff, though he had filed the suit on behalf of defendant No.1, the MSEDCL has not paid fees to which he is entitled for and, therefore, he issued notice dtd. 2/8/2005. The said notice was neither replied nor complied. On 23/4/2007, he requested the law officer of the MSEDCL, i.e. Nagpur Zone, to look into the matter and requested for payment. After repeated requests, the MSEDCL has not paid the amount. The plaintiff had also filed pre-litigation case No.1/2007 before the Permanent Lok Adalat at Bhandara as the plaintiff was willing to settle the matter mutually. The plaintiff further contended that he had filed several suits on behalf of the MSEDcL and claimed the counsel 's fees. The plaintiff filed suit No.73/2004. Subsequently, he had cancelled his vakalatnama. His Will was not cancelled and, therefore, he constrained to file the suit for recovery of the said amount. 6. In response to the suit summons, defendant No.3 appeared and filed his written statement vide Exhibit-19 and denied the contentions. As per contention of defendant No.3, Special Civil Suit No.73/2004 is still pending and no cause of action arose to file the suit. It is further contention of defendant No.3 that correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965 makes it clear that the fees payable to the Advocate for the particular matter is as per the powers entrusted to the officer who is empowered to sign the suit. It is further contention of defendant No.3 that correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965 makes it clear that the fees payable to the Advocate for the particular matter is as per the powers entrusted to the officer who is empowered to sign the suit. It is denied that the plaintiff is entitled to receive the counsel 's fees as per the circular decided by the High Court as claimed by the plaintiff. As per contention of defendant Nos.3 and 4, the counsel not entitled to receive the fees beyond Rs.25, 000.00 which is in their powers. If the fees claimed is exceeding Rs.25, 000.00, it is the Chief Engineer of the Zone, who has powers to sanction the same. No such sanction has been granted and, therefore, the plaintiff is not entitled for any fees as claimed by him. 7. Defendant No.4 also appeared and resisted the claim by filing written statement vide Exhibit-9. Defendant No.4, who is the Superintendent Engineer, has not disputed that the plaintiff was an Advocate on the panel of defendant No.1 and handling the cases since 1985 by representing MSEDCL. Defendant No.4 has also not disputed that as per his instructions, the plaintiff had filed Special Civil Suit No.73/2004 and it is also not disputed that the plaintiff was getting counsel 's fees as per the schedule rates declared by the board vide correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965. Thus, defendant No.4 had admitted that the plaintiff is entitled to get counsel 's fees as per the said circular. He further has not disputed the mode of the payment as per the circular dtd. 1/2/2005 which was made effective from 1/1/2005. He further not disputed that only amount of Rs.4.00 lacs is paid to the plaintiff at the time of filing of the suit. He submitted that he acted in the capacity of Superintending Engineer of the MSEDCL and he has not acted in a personal capacity and, therefore, adding him party as defendant is erroneous and prayed for dismissal of the suit against him. 8. The trial court recorded evidence of both sides. In support of the plaintiff 's case, he has examined himself. Whereas, MSEDCL has examined five witnesses namely DW1 Arun Dhote, DW2 Premnath Chandekar, DW3 Chandrabhan Suryabhansingh, DW4 Advocate Shri V.M.Dalal, and DW5 Advocate Shri Wasnik. 9. 8. The trial court recorded evidence of both sides. In support of the plaintiff 's case, he has examined himself. Whereas, MSEDCL has examined five witnesses namely DW1 Arun Dhote, DW2 Premnath Chandekar, DW3 Chandrabhan Suryabhansingh, DW4 Advocate Shri V.M.Dalal, and DW5 Advocate Shri Wasnik. 9. Besides the oral evidence, the plaintiff has placed reliance on various documentary evidence which would be referred at the relevant time of discussion. After appreciating the evidence, trial court decreed the suit partly and directed defendant Nos.1 to 3 to pay amount of Rs.56, 91, 896.00 to the plaintiff jointly and severally with interest @ 6% from the date of filing of Special Civil Suit No.73/2004. 10. Being aggrieved and dissatisfied with the said finding of the trial court, the present appeal is preferred by the MSEDCL on the ground that the trial court has not considered Sec. 2 with the Sec. 10 of the Indian Contract Act and erroneously passed the decree. The trial court had not considered that the fees claimed by the plaintiff for conducting the trial was proposed by him and the said proposal was yet not accepted by the MSEDCL in the absence of any evidence regarding the proposal. It cannot held that there was concluded contract between parties and, therefore, the judgment and decree passed by the trial court deserves to be set aside. 11. Heard learned counsel Shri S.V.Purohit for the MSEDCL, learned counsel Shri S.K.Kotwal for respondent No1, and learned counsel Shri Ashish Fule for respondent No.2. 12. Learned counsel Shri S.V.Purohit for the MSEDCL submitted that the proposal of the fees, claimed by the plaintiff, was subject to the approval. As per the own case of the plaintiff, the bill is yet not accepted. It shows that the fees were not settled. There was no approval as to quantum of the fees. The plaintiff relied upon the circulars which are guidelines. The cross examination also indicates the sanction was required to pay the fees which are exceeding more than Rs.25, 000.00. Thus, the evidence on record sufficiently shows that there was no concluding contract between the plaintiff and the MSEDCL. The proposal of the plaintiff was not accepted and, therefore, the plaintiff is not entitled for any fees which he had claimed. 13. Thus, the evidence on record sufficiently shows that there was no concluding contract between the plaintiff and the MSEDCL. The proposal of the plaintiff was not accepted and, therefore, the plaintiff is not entitled for any fees which he had claimed. 13. Per contra, learned counsel Shri S.K.Kotwal for plaintiff submitted that the defence of the MSEDCL is that sanction is required for payment of fees. The said sanction was also required to initiate the proceeding. In fact, the circular issued by the MSEDCL shows that the plaintiff is entitled to claim the fees as per the vide correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965. The plaintiff has claimed accordingly. The trial court has rightly appreciated the evidence and decreed the suit. In fact, there was no contract between the plaintiff and the MSEDCL. The professional services rendered by the plaintiff to the MSEDCL do not appear to come within the purview of contract and, therefore, the contention of the MSEDCL that there was no acceptance of proposal and, therefore, there was no concluding contract is not acceptable. He submitted that the appeal is devoid of merits and liable to be dismissed. 14. Before proceeding to answer the issues raised in the present appeal, the admitted facts are that the plaintiff was appointed as panel Advocate of the MSEDCL since 1985. In the year 2004, defendant No.4 was the Superintending Engineer. As per the instructions of defendant No.4, the plaintiff instituted suit bearing Special Civil Suit No.73/2004 in the month of September 2004 against M/s.Uniferro International Company Limited for recovery of energy charges. It is further not in dispute that during the pendency of said Special Civil Suit No.73/2004, the MSEDCL discharged the plaintiff as their Advocate. Admittedly, Special Civil Suit No.73/2004 is still pending. 15. In support of the contentions, the plaintiff adduced his evidence by filing an affidavit of examination-in-chief and testified as per his pleadings. The sum and substance of his evidence is that he was getting counsel 's fees as per the scheduled rates declared by the MSEDCL vide correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965. The said rates were based on the fees of the Pleaders and the Advocates decided by this court vide Notification No.P0115/68 dtd. 23/12/1982 which came into force from 15/1/1983. 5/7/1984 to GO2(S&S) dtd. 18/2/1965. The said rates were based on the fees of the Pleaders and the Advocates decided by this court vide Notification No.P0115/68 dtd. 23/12/1982 which came into force from 15/1/1983. As per the said circular, the plaintiff is entitled to receive the counsel 's fees of Rs.925.00 + 0.625% of the amount if the claim is exceeding of Rs.20, 000.00. The plaintiff had filed Special Civil Suit No.73/2004 for recovery of Rs.182, 12, 78, 910.00 . As per the circular dtd. 1/2/2005, the counsel 's fees are payable in three parts as follows: 16. The correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965 is at Exhibit-412. The circular dtd. 1/2/2005 is at Exhibit-424. As per the circular dtd. 1/2/2005, the counsel is entitled to receive half of the fees at the time of drafting and filing of suits. The counsel is entitled to receive remaining 25% at the time of framing of issues, evidence and, 25% on the conclusion of hearing. The above mode of payment was made applicable to circular dtd. 1/2/2005 which was effective from 1/1/2005. As per the plaintiff, he filed suit in September 2004 and, therefore, circular dtd. 1/2/2005, which was effective from 1/2/2005, is not applicable to his case. Admittedly, the said circular dtd. 1/2/2005 issued by the MSEDCL came into force from 1/1/2005. Thus, the said circular has not given any retrospective effect and, therefore, there is a substance in the contention of the plaintiff. The plaintiff has claimed the fees as per the circular issued by the MSEDCL. The said circulars are placed on record. It is pertinent to note that the MSEDCL has not disputed the circulars and calculation of the counsel 's fees. Even defendant No.4, in his evidence as well as in his cross examination admitted that the plaintiff is entitled for the fees as per the circular of 1984. Defendant No.4 issued letter Exhibit-408 wherein it is mentioned that the claim of the plaintiff of half fees was referred to the head office of the Commercial Sec. at Mumbai. In the said letter it is further informed to the plaintiff that the head office at Mumbai has offered one time settlement of special package to the said company in which all legal expenses are to be borne by the consumers. In the said letter it is further informed to the plaintiff that the head office at Mumbai has offered one time settlement of special package to the said company in which all legal expenses are to be borne by the consumers. It is further informed that the counsel 's fees are also included in the bill which was signed to M/s.Uniferro International Company Limited. Defendant No.4 has admitted the contents of letter Exhibit-408 addressed to the plaintiff. The plaintiff has admitted that he is entitled to receive half of the counsel 's fees and claimed half of the counsel 's fees and accordingly issued bill Exhibit-32 to the Sub Engineer. Till today, neither the bill is rejected by the MSEDCL nor any reason is assigned by the MSEDCL. If the plaintiff is not entitled for such fees, there was no reason for the MSEDCL to claim the counsel 's fees at the rate of Rs.1.0930 crore from M/s.Uniferro International Company Limited. The MSEDCL has not explained the fact that when the plaintiff is not entitled for the fees structure as per the circular of 1984 and on what basis they have claimed such fees from the consumers with whom they desired to settle the dispute by way of one time settlement. Thus, an adverse interference can be drawn that the plaintiff is entitled for the counsel 's fees as per the structure in view of circular 1984 (Exhibit-412). Admittedly, the plaintiff conducted the suit from its institution, till 25/11/2008. 17. The MSEDCL though cross examined the plaintiff to show that the plaintiff is not entitled for such fees, nothing is elicited from the cross examination. The MSEDCL has adduced the evidence of Arun Dhote. He reiterated the contentions as per the pleadings. He is cross examined and during his cross examination, he admitted that circular Exhibit-424 was issued on 1/2/2005 and effect was given from 1/1/2005. Thus, his evidence also shows that in the year 2004 circular dtd. 1/1/2005 Exhibit-424 was not applicable. DW2 Premnath Chandekar was serving as Assistant Accountant in the MSEDCL. He also stated that no sanction was granted to the bill of the plaintiff. During his cross examination, he admitted that in the year 2004, correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965 was applicable. He further admitted that as per circular dtd. 5/7/1984, the counsel 's fees were paid. He also stated that no sanction was granted to the bill of the plaintiff. During his cross examination, he admitted that in the year 2004, correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965 was applicable. He further admitted that as per circular dtd. 5/7/1984, the counsel 's fees were paid. He further admitted that as per the said circular, when the value of the suit exceeds Rs.20, 000.00, counsel is entitled to receive counsel 's fees as Rs.925.00 + 0.625% of valuation of suits. He admitted to the extent that no maximum limit of the fees was fixed by the said circular, Exhibit-412. Defendant No.4 also admitted in his evidence that counsel is entitled to receive counsel 's fees as per the circular correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965. 18. Thus, the evidence of witnesses examined by the MSEDCL shows that circular dtd. 5/7/1984 was acted upon by the MSEDCL to pay the counsel 's fees of the counsel appointed on their panel. Admittedly, the evidence adduced on record shows that the circular issued on 1/1/2005 was not having any retrospective effect and it came into force from 1/1/2005. The trial court has appreciated this evidence and observed that the evidence of the plaintiff as well as the evidence of the MSEDCL shows that the circular was issued by the MSEDCL and in view of the said circular, the MSEDCL has already paid the fees to their counsels. Admittedly, the plaintiff has not claimed the entire counsel 's fees as he was discharged when the mater was fixed for recording the evidence. 19. It is vehemently submitted by learned counsel Shri S.V.Purohit for the MSEDCL that there was no concluded contract and, therefore, the plaintiff is not entitled for fees as per the said circular. In support of his contentions, he placed reliance on the decision of the Honourable Apex Court in the case of Bhagwandas Goverdhandas vs. Girdharilal Parshottamdas and Co. and ors, reported in (1966)1 SCR 656 wherein it has been held that Making of an offer at a place which has been accepted elsewhere does not form part of the cause of action in a suit for damage-, for breach of contract. Ordinarily it is the acceptance of offer and intimation of that acceptance which result in a contract. The intimation must be by same external manifestation which the law regards as sufficient. Ordinarily it is the acceptance of offer and intimation of that acceptance which result in a contract. The intimation must be by same external manifestation which the law regards as sufficient. He further placed reliance on the decision of the Honourable Apex Court in the case of U.P.Avas Evam Vikas Parishad and ors., reported in (2013)5 SCC 182 wherein it has been held that unaccepted offer of the plaintiff does not create any right or any obligation on the part of the defendant to execute the lease deed. He further placed reliance on the decision of the Honourable Apex Court in the case of Bengal Iron Corporation and ors vs. Commercial Tax Officer and ors, reported in AIR 1993 SC 2414 wherein it is held that binding effect - Government 's clarification and circulars are merely their understanding of the statutory provisions, and are not binding on quasi judicial authorities. He also placed reliance on the decisions of the Honourable Apex Court in the cases of Gulf Goans Hotels Company Limited and another vs. Union of India and Others, reported in (2014)10 SCC 673 and Commissioner of Central Excise, Bolpur vs. Ratan Melting & Wire Industries, reported in (2008)13 SCC wherein also it is held that administrative circulars are binding on the executives. 20. After hearing, it is difficult to accept the submissions of learned counsel Shri S.V.Purohit for the MSEDCL that the proposal of the plaintiff is not accepted and there was no concluding contract between plaintiff and the MSEDCL. Admittedly, the professional services are rendered by the plaintiff to the MSEDCL which does not come within the purview of contract or within the meaning of such expression as contemplated in the Indian Contract Act. Apart from that, all witnesses examined by the MSEDCL have admitted that in view of correction slip No.78 dtd. 5/7/1984 to GO2(S&S) dtd. 18/2/1965, the counsels are entitled for the fees at the rate of Rs.925.00 + 0.625%, if value of the suit is exceeding Rs.20, 000.00. Moreover, the said correction slip is acted upon while quantifying the fees of the counsels. As far as circular dtd. 1/2/2005 is concerned, admittedly the effect to the said circular was given from 1/1/2005. The witnesses examined by the MSEDCL admitted that the said circular was not having effect in the year 2004. Moreover, the said correction slip is acted upon while quantifying the fees of the counsels. As far as circular dtd. 1/2/2005 is concerned, admittedly the effect to the said circular was given from 1/1/2005. The witnesses examined by the MSEDCL admitted that the said circular was not having effect in the year 2004. Thus, after hearing the parties, I find merit in the submissions of the learned counsel for the plaintiff that the MSEDCL has constituted the panel and fees of the counsels were fixed as mentioned therein. As per the evidence of the plaintiff, the said fees was also notified by this court and fixed the fees of counsels and pleaders vide Notification No.P-0115/68 dtd. 23/12/1982 which came into force from 15/1/1983. This fact is nowhere denied by the MSEDCL. After obtaining the approval, the plaintiff was appointed as a counsel to represent the MSEDCL. The earlier bills of the plaintiff are quantified as per the said circulars. Thus, it cannot be ruled out that the plaintiff was under impression that in view of the said circular, he is entitled to the said fees and accordingly he represented the MSEDCL. In view of the said circular, he claimed the bill and, therefore, it cannot be said that the plaintiff is not entitled for the said fees. The said fees ' structure was prepared, accepted, and approved by the MSEDCL. When the counsels were paid earlier, in view of the said circulars, the MSEDCL is not at liberty to say that the proposal of the plaintiff is not accepted. In fact, it was the proposal from the MSEDCL. The plaintiff accepted the said proposal and gave his consent to appoint him as panel Advocate and rendered his services to the MSEDCL. The MSEDCL has accepted the said services and paid him on earlier occasions, in view of the said circulars. The MSEDCL further handed over the brief to the plaintiff to conduct cases and obtained his professional services and, therefore, the plaintiff is entitled for the fees as per the said circular. 21. It is presumed that the MSEDCL has accepted and agreed to pay the plaintiff as per the said fee structure and, therefore, handed over the brief to the plaintiff. The fees of counsels are fixed by the MSEDCL irrespective of facts of experience of professionals and, therefore, the MSEDCL has to act upon the same. 22. 21. It is presumed that the MSEDCL has accepted and agreed to pay the plaintiff as per the said fee structure and, therefore, handed over the brief to the plaintiff. The fees of counsels are fixed by the MSEDCL irrespective of facts of experience of professionals and, therefore, the MSEDCL has to act upon the same. 22. Though learned counsel Shri S.V.Purohit for the MSEDCL placed reliance on the decision of the Honourable Apex Court in the case of Bhagwandas Goverdhandas vs. Girdharilal Parshottamdas and Co. and ors, cited supra, the said decision is in respect of breach of contract. 23. In the present case at hand, professional services are rendered by the plaintiff and, therefore, in my opinion the provisions of the Indian Contract Act would not come into play as the said services cannot be treated within the purview of contract or within the meaning of such expression as contemplated in the Indian Contract Act. 24. In view of the above reasons recorded, I do not find any infirmity or error committed by the trial court, while passing the judgment and decree impugned in the present appeal, warranting any interference by this court in appellate jurisdiction. In the result, the appeal is devoid of merits and the same is liable to be dismissed and is dismissed.