JUDGMENT : HARISANKAR V. MENON, J. These writ petitions are filed by various LPG distributors appointed by the Indian Oil Corporation Limited (for short, the “respondent Corporation”), challenging the orders of penalty imposed on them as also seeking a declaration that the Marketing Discipline Guidelines, 2018 (hereinafter referred to as ”MDG”) on the basis of which penalty was imposed as above, is not having any force of law and as beyond the purview of the agreements entered into with the respondent Corporation. 2. The short facts as culled out from W.P(C) No.9331 of 2020 are as under: The petitioners were engaged by the respondent Corporation as their distributors to carry out LPG distribution in specified areas pursuant to Ext.P1 series agreements. By Ext.P2 series communications, various monetary penalties have been imposed on the petitioners by the respondent Corporation. The afore orders have been issued pursuant to the show cause notices issued by the respondent Corporation (Ext.P4 series) to which detailed replies have been filed by the petitioners (Ext.P5 series). It is in the afore circumstances that the petitioners have filed the captioned writ petition seeking the reliefs as noticed above. 3. The factual situation and contentions raised by the petitioners in the connected writ petitions are also more or less the same. 4. I have heard Sri.Adarsh Kumar and Sri.R.Surendran, the learned counsel on behalf of the petitioners and Sri.E.K.Nandakumar, the learned senior counsel assisted by Smt.Ramola Nayanpally for the respondent Corporation. 5. Sri.Adarsh Kumar, the learned counsel for some of the petitioners would contend that: i. The penalties imposed in the instant cases were on account of the violation of Chapter IV of the MDG. He points out Clause 4.2(viii) and contends that a show cause notice for violation of Chapter IV has to be issued within 30 days of the completion of the preceding quarter. In the case at hand, such notices have been issued beyond the period prescribed, and hence, the proceedings leading to the levy of monetary penalty are without any justification. ii. He relies on Clause 4.2(x) and contends that a “speaking order” ought to have been issued if the reply submitted to the show cause notices were not acceptable. However, no such speaking orders have been issued, in these cases. iii. ii. He relies on Clause 4.2(x) and contends that a “speaking order” ought to have been issued if the reply submitted to the show cause notices were not acceptable. However, no such speaking orders have been issued, in these cases. iii. He points out that the respondent Corporation has adopted a “pick and choose” approach among the distributors, and hence, the proceedings cannot be sustained. 6. Sri.Surendran, the learned counsel for some of the petitioners would contend that: i. The MDG is not having any legal authority and hence, the respondent Corporation cannot rely on the same and impose penalty. ii. The imposition of penalty under the MDG with reference to the average commission amount is without any justification and illegal since the commission earned is on the performed part, and penalty is levied on the non-performance. iii. More than 95% of active customers have double cylinders against their name and therefore, there is no necessity to supply refill cylinders within 2 to 7 days. iv. With reference to Clause 4.1, providing for the pattern of rating, it is contended that there is ambiguity. According to him, if 85% of delivery is affected in 2 days and the remaining 15% is done after 8 days, then a case would fall under both “Excellent” and “Poor”. 7. I have considered the rival submissions and the connected records. 8. The following questions arise for consideration in these writ petitions: i. Is the respondent Corporation entitled to impose monetary penalty with reference to the provisions of MDG? ii. Is the time limit prescribed under Clause 4.2(viii), mandatory in nature? iii. Are the impugned orders in tune with the provisions of Clause 4.2(x) of MDG? iv. Is the imposition of penalty under Clause 4.2, with reference to average commission, illegal? v. Is there any ambiguity with reference to the rating prescribed under Clause 4.1 of MDG? 9. As regards the first point to be considered, these writ petitions have been filed essentially relying upon Ext.P7 judgment (produced in W.P(C) No.9331 of 2020) of a learned Single Judge of the Delhi High Court by which certain Clauses of the MDG entitling levy of monetary penalty were struck down. However, as rightly pointed out by the learned senior counsel on behalf of the respondent Corporation, the afore judgment of the learned Single Judge was the subject matter of challenge at the instance of the respondent Corporation. However, as rightly pointed out by the learned senior counsel on behalf of the respondent Corporation, the afore judgment of the learned Single Judge was the subject matter of challenge at the instance of the respondent Corporation. By a judgment dated 10.01.2022, a Division Bench of the Delhi High Court has found that such monetary penalty can be imposed under the MDG, and hence the judgment of the learned Single Judge was set aside. In the light of the afore, I am of the opinion that the respondent Corporation is entitled to impose monetary penalty with reference to the provisions of the MDG, on the petitioners herein. 10. The second question arising for consideration is with reference to Clause 4.2(viii) of the MDG. The afore clause reads as under: “viii. In respect of all established cases of not meeting the TDT norms as mentioned above at Clause No.4.2 (v) & (vi), a show cause notice will be issued by the concerned Area Manager(AM)/Territory Manager(TM)/Regional Manager (RM) to the Distributor, within 30 days from the completion of preceding quarter. The show cause notice should be issued along with the relevant report(s) from the transparency portal which forms the basis of the notice.” It is true that the afore clause visualizes the issue of a show cause notice within the time limit prescribed therein – within 30 days from completion of the preceding quarter – with respect to violation of the TDT norms (Targeted Delivery Time) under Chapter IV of MDG. The question is as to whether the afore time limit is “mandatory” or “directory” in nature. 11. The Privy Council in Montreal Street Railway Company v. Normandin [(1917) LR, AC 170] has held as under: “The question whether provisions in a statute are directory or imperative has very frequently arisen in this country, but it has been said that no general rule can be laid down, and that in every case the object of the statute must be looked at …. When the provisions of a statute relate to the performance of a public duty and the case is such that to hold null and void acts done in neglect of this duty would work serious general inconvenience, or injustice to persons who have no control over those entrusted with the duty, and at the same time would not promote the main object of the Legislature, it has been the practice to hold such provisions to be directory only, the neglect of them, though punishable, not affecting the validity of the acts done.” The judgment of the Apex Court in P.T. Rajan v. T.P.M Sahir and others [ (2003) 8 SCC 498 ] has also held as under: “48. Furthermore, even if the statute specifies a time for publication of the electoral roll, the same by itself could not have been held to be mandatory. Such a provision would be directory in nature. It is a well-settled principle of law that where a statute functionary is asked to perform a statutory duty within the time prescribed therefor, the same would be directory and not mandatory. (See Shiveshwar Prasad Sinha v. District Magistrate of Monghyr, Nomina Chowdhury v. State of W.B. and Garbari Union Coop. Agricultural Credit Society Ltd. v. Swapan Kumar Jana).” The question raised by the petitioner is to be considered with reference to the principles laid down in the above precedents. 12. The fact that the proceedings are initiated under MDG is not in dispute. A detailed procedure is prescribed under the MDG, for initiation of appropriate actions against the distributers. The initiating authority has to prima facie satisfy himself as to the requirement for taking steps under the relevant chapter of the MDG. This Court has already taken the view that decisions being arrived at by the respondent Corporation are institutional, in the judgment reported as Baby Girija v. Indian Oil Corporation [2024 KHC OnLine 7136]. Therefore, the provisions of Clause 4.2 cannot be taken to be mandatory in nature, since for arriving at a decision to proceed in accordance with Clause 4.2(viii), the procedure prescribed thereunder has to be complied with. Therefore, the stipulation of the period of 30 days for initiation of the notice can only be reckoned as “directory” in nature. Therefore, the provisions of Clause 4.2 cannot be taken to be mandatory in nature, since for arriving at a decision to proceed in accordance with Clause 4.2(viii), the procedure prescribed thereunder has to be complied with. Therefore, the stipulation of the period of 30 days for initiation of the notice can only be reckoned as “directory” in nature. Furthermore, I notice that the Delhi High Court, in the judgment referred to earlier, had found that the MDG has legal backing, especially when the intention behind the introduction of the MDG was laudable. Therefore, the provisions of Clause 4.2(viii) can only be directory in nature. 13. The third question arising for consideration is with reference to the interpretation of Clause 4.2(x) of the MDG which reads as under: “(x). Upon receipt of the reply to the show cause notice, the concerned Area Manager/Territory Manager/Regional Manager will review the charges leveled in the show cause notice and the reply received and then pass a speaking order within a period of 45 days from the date of receipt of the reply. The speaking order issued by M/TM/RM shall indicate complete details of the non-compliance to the TDT norms , the reply of the Distributor, detailed reasons as to why the reply is not acceptable and the penal action attracted. The speaking order will also clearly specify a time period of 30 days for depositing the amount of fine/quantum of irregularity, if applicable to the concerned OMC. However, in cases where authority for imposition of action rests with higher offices [detailed below in Para 4.3(i)], the approval for taking action under MDG shall be taken prior to the issuance of above mentioned speaking order.” A reading of the afore clause shows that the concerned officer is required to review the charges leveled in the show cause notice with reference to the reply received from the distributor and then pass a “speaking order.” It is further provided that such “speaking order” is to indicate the “detailed reasons”, as to why the reply filed is not acceptable and why the penal action is attracted. 14. In my opinion, such requirement to issue a “speaking order” is a basic tenet of administrative law. The allegations raised in the show cause notices are essentially with reference to the violation of the TDT norms under Chapter IV. 14. In my opinion, such requirement to issue a “speaking order” is a basic tenet of administrative law. The allegations raised in the show cause notices are essentially with reference to the violation of the TDT norms under Chapter IV. When the MDG provides the dealer an opportunity to show cause against proposed action, it is imperative on the part of the officer concerned to consider the contentions raised/explanations offered and then arrive at a considered decision. As already found, by virtue of the judgment by the Division Bench of the Delhi High Court, the respondent Corporation is having every power and authority to act under the provisions of MDG. When that be so, it goes without saying that the directives in the MDG that a speaking order is required to be issued is also an essential pre-requisite for imposing a monetary penalty. In the case at hand, it is seen that Ext.P2 series [W.P(C) No.9331 of 2020) are the orders imposing the monetary penalty. A perusal of these orders would show that apart from the name of the distributor, the quarter concerned, the figures with respect to the alleged violation/commission/penalty, all other portions are one and the same. In other words, Ext.P2 series are stereotyped orders wherein, there are no reasons given for imposing the penalty. In fact, the third paragraph of every such order reads as under: “We have received your letter dated 19.02.2020, giving explanation / reason for not achieving the TDT rating. On going through your reply carefully, it is observed that your explanation is not satisfactory and convincing. Through various mails/meetings, you were advised to increase the delivery infrastructure to meet the requirement. It is pertinent to mention here that there was absolutely no issue at the BPs and uninterrupted supplies were made during this Qtr-4/2019. Also the current Qtr-1/2020, your TDT rating is “Below Average”. Thus, the fact that a show cause notice was issued to which a reply offering an explanation/reason for not achieving the TDT rating was provided by the distributor is admitted. However, apart from stating that the explanation so offered is not “satisfactory and convincing”, no other consideration is seen made in the impugned orders. Why the explanation/objection could not be accepted is not stated anywhere. Therefore, in my opinion, there is total non-application of mind in the cases at hand. 15. However, apart from stating that the explanation so offered is not “satisfactory and convincing”, no other consideration is seen made in the impugned orders. Why the explanation/objection could not be accepted is not stated anywhere. Therefore, in my opinion, there is total non-application of mind in the cases at hand. 15. In State of Orissa v. Dhaniram Luhar [ (2004) 5 SCC 568 ], the Apex Court held as under: “7. Reason is the heartbeat of every conclusion. It introduces clarity in an order and without the same it becomes lifeless. (See Raj Kishore Jha v. State of Bihar [ (2003) 11 SCC 519 : 2004 SCC (Cri) 212] .) 8. Even in respect of administrative orders, Lord Denning, M.R. in Breen v. Amalgamated Engg. Union [(1971) 2 QB 175 : (1971) 2 WLR 742 : (1971) 1 All ER 1148 (CA)] observed (All ER p. 1154h): ‘The giving of reasons is one of the fundamentals of good administration.’ In Alexander Machinery (Dudley) Ltd. v. Crabtree [1974 ICR 120 (NIRC)] it was observed: ‘Failure to give reasons amounts to denial of justice. Reasons are live links between the mind of the decision-taker to the controversy in question and the decision or conclusion arrived at.’ Reasons substitute subjectivity by objectivity. The emphasis on recording reasons is that if the decision reveals the ‘inscrutable face of the sphinx’, it can, by its silence, render it virtually impossible for the courts to perform their appellate function or exercise the power of judicial review in adjudging the validity of the decision. Right to reasons is an indispensable part of a sound judicial system, reasons at least sufficient to indicate an application of mind to the matter before court. Another rationale is that the affected party can know why the decision has gone against him. One of the salutary requirements of natural justice is spelling out reasons for the order made, in other words, a speaking-out. The ‘inscrutable face of the sphinx’ is ordinarily incongruous with a judicial or quasi-judicial performance.” The above principles apply to the facts and circumstances of the case at hand. Therefore, the impugned orders are only to be found as violative of the stipulation prescribed under Clause 4.2(x) of the MDG. 16. The ‘inscrutable face of the sphinx’ is ordinarily incongruous with a judicial or quasi-judicial performance.” The above principles apply to the facts and circumstances of the case at hand. Therefore, the impugned orders are only to be found as violative of the stipulation prescribed under Clause 4.2(x) of the MDG. 16. In light of the afore, I am of the opinion that the impugned orders, to the extent of not following the mandate under Clause 4.2(x), need to be set aside. 17. The fourth issue arising for consideration is with reference to the submissions made by Sri.Surendran, the learned counsel for some of the petitioners, with reference to Clause 4.2 of the MDG. According to him, the penalty prescribed is 20% of AMDC - the commission received, with reference to the performed part as well as the non-performance leading to the imposition of penalty. But, in my opinion, Clause 4.2 (Ext.P8 of W.P(C) No.30986 of 2023) only requires the imposition of a fine of 20% with respect to 20% of AMDC and that only visualizes the right of the petroleum company to levy a fine of 20% of the commission received for the “poor” rating in a quarter. Merely because the commission paid is for the performed part (not attracting penalty) and non-performance (poor performance attracting penalty), it cannot be said that there is any irrationality. Apart from the above, as already noticed, the vires of the MDG have already been upheld by the Division Bench of the Delhi High Court, and therefore, the afore contention raised cannot be accepted. 18. The next contention is with reference to the non-necessity to supply refill cylinders within 2-7 days, since more than 95% of the active customers would have 2 cylinders. This, in my opinion, is only a hypothetical situation. The provisions of Chapter IV are not with reference to a customer having a single cylinder/customer having multiple cylinders. Even with reference to a customer having multiple cylinders, the respondent Corporation can insist that, delivery is to be carried out within a particular period. Therefore, the afore issue only requires to be recorded and rejected. 19. The last contention raised was with reference to irrationality with reference to Clause 4.1. It is contended by Sri.Surendran, the learned counsel for some of the petitioners that a given case may fall both under 85% and 15% and hence, would fall under “excellent” and “poor”. Therefore, the afore issue only requires to be recorded and rejected. 19. The last contention raised was with reference to irrationality with reference to Clause 4.1. It is contended by Sri.Surendran, the learned counsel for some of the petitioners that a given case may fall both under 85% and 15% and hence, would fall under “excellent” and “poor”. Here, it may be noticed that the rating of “excellent” is provided in a situation where “more than 85%” delivery is effected within two days. The 1-star “poor” rating is provided in cases where the delivery in excess of 8 days period is “over 15%” of total deliveries. Clause 4.1(iii) provides “1 Star = 15% delivery in > 8 days ‘poor’”. Therefore, no case can fall under both “excellent” and “poor” category. In such circumstances, the afore contention raised is also to be rejected. Resultantly, these writ petitions are disposed of as under: i. It is declared that the respondent Corporation is entitled to proceed in accordance with the provisions of the MDG. ii. The time limit prescribed under Clause 4.2(viii) is only directory in nature. iii. The impugned orders are not in tune with the provisions of the MDG, since they are non-speaking orders. iv. The imposition of penalty under Clause 4.2 with reference to average commission cannot be said to be illegal. v. There is no ambiguity with reference to the rating prescribed under Clause 4.1 of the MDG. vi. In light of the above, the impugned orders are set aside, directing the respondent Corporation to proceed afresh, in tune with the afore findings.