(1) This writ petition challenges the constitutional validity of the Sick Textile Undertaking (Take-over of Management) Act. 1972 (hereinafter called the impugned Act) and the action taken by the Central Government under the Industrial (Development & Regulation) Act, 1951 (hereinafter called the Act of 1951). The connected writ petition, namely C.W. 1051/72 also raises some of the points which are common to the present petition and the decision given today separately therein will dispose of those points in the present petition.
(2) Petitioner No.. 1 is a public limited Company registered under the Indian Companies Act, and was started in 1938. The Company owns and operates a textile mill known as Lord Krishna Textile Mills Ltd. at Saharanpur. Petitioners 2 to 5 are the Directors of the Company (Petitioner No. 1). There are seven respondents, including the Union of India through the Secretary, Ministry of Industrial Development, Government of India being respondent No. 1. Respondent No. 3 was the State of U.P. but during the hearing, counsel for the petitioners made a statement that the name of respondent No. 3 be deleted. thereforee respondent No. 3 may be taken to have been deleted. Respondents 5 to 7 were members of the investigation committee appointed under the Act of 1951. Respondent No. 6 is Shri G. S. Sial, Chairman, Director U.P. State Textile Corporation, Kanpur.
(3) The petitioner No. 1 owns Sugar & Textile Mills both situated at Saharanpur. The Lord Krishna Textile Mill was commissioned in the year 1953. Initially this mill was started with installed capacity of 14.960 spindles, 350 looms and a thermal power plant of 1000 K.V.A. and gradually the installed capacity rose to 32,408 spindles and 385 looms. In 1961 one of the share holders Smt. Avnash Kaur filed a petition in the High Court of Punjab, (Circuit Bench) at Delhi for winding up of the company. This application was disposed of on 27-5-1971, and the prayer for winding up of the company was disallowed. This court, however, appointed a neutral board of Directors with Shri A. N. Kirpal, Advocate as Managing Director. The board however could not function and between 27-5-1971 and 17-10-1971 there was no production in the mill. For some period between 17-8-1971 to 17-2-1972 partial operation of the undertaking took place but soon there was further deterioration and on 17-2-1972 law off notice was put up by the management of the mill and it was closed down. The mill was lying closed when the impugned Act came into force. By an order dated 4-5-1972 the Ministry of Industrial Development appointed a committee under section 15 of the Industries (Development and Regulation) Act of 1951 for making a full and complete investigation into the affairs of the said undertaking. The order dated 4-5-1972 reads as follows :-
'WHEREASthe Central Government is of the opinion that there has been substantial fall in the volume of production in respect of cotton textiles manufactured in the Industrial Undertaking known as Lord Krishna Textile Mills, Saharanpur, for which having regard to the economic conditions prevailing there is no justification: Now, thereforee, in exercise of the powers conferred by section 15 of the Industries (Development & Regulation Act 1951 (65 of 1951) the Central Government hereby appoints for the purpose of making full and complete investigation into the circumstances of the case, a body of persons consisting of:- (1) Shri K. K. Dhar, Chairman and Managing Director, National Textile Corporation, New Delhi. Member: (2) Shri G. S. Sial, Chairman, Director, U.P. State Textile Corporation, Kanpur. Member-Secretary: (3) Shri G. A. Sheth, Deputy Director, Regional Office of the Textile Commissioner, Kanpur.
(4) While forwarding the order under Section 15 of the Act of 1951, the investigation committee was also requested to examine and report on the following specific points :
(A)Reasons for the present state of affairs; (b) Deficiencies, if any, in the existing machinery; (c) Immediate requirements, under separate capital, if any; (d) Requirement of long term capital for modernisation/rehabilitation; (e) Financial results of :- (i) Immediate working without further investment on capital account. (ii) Working after further investment on capital account.'
(5) The petitioners were given a hearing before the investigation committee on 6-7-1972 and they also submitted a memorandum thereon. Further short memoranda dated 12-7-1972 and 13-7-1972 were also submitted to the said committee. The petitioners apprehending that an order was going to be passed under the Act of 1951 filed an application in this court under Section 402, 422, 443 of the Companies Act and Rule 9 of the Companies (Court) Rules and Section 151 of the Civil Procedure Code In that application it was prayed that the Central Government be restrained from taking any action against the company or textile mill on the basis of the report of the investigation committee. On this application a division bench of this court passed the following order dated 20-10-1972:
'NOTICEto the appellants Smt. Abnash Kaur and the Central Government as also to the U.P. Government for 17-11-1972. dusty, Interim stay in the meanwhile. Notice of stay application as well for the same date.'
It appears however that before this order dated 20-10-1972 could be served on the Central Government it had already passed an order dt. October 21, 1972 under Section 18A of the Act of 1951. The order reads as under ;
WHEREASthe Central Government is of the opinion that Lord Krishna Textile Mills owned by M/s Lord Krishna Sugar Mills Ltd.. Saharanpur, an industrial undertaking in respect of which an investigation has been made under section 15 of the Industries (Development and Regulation) Act 1951 (65 of 1951), is being managed in a manner highly detrimental to public interest; Now thereforee in exercise of the powers conferred by section 18A of the said Act, the Central Government hereby authorises the U.P. State Textile Corporation Ltd. (hereinafter referred to as Authorised Controller) to take over the management of the whole of the said undertaking, namely, Lord Krishna Textile Mills owned by M/s Lord Krishna Sugar Mills Ltd., Saharanpur, subject to the following terms and conditions, namely :- (i) The Authorised Controller shall comply with all directions issued from time to time by the Central Government; (ii) The Authorised Controller shall hold office for five years from the date of publication in the Official Gazette of this notified Order : (iii) The Central Government may terminate the appointment of the Authorised Controller earlier, if it considers necessary to do so. 2. This order shall have effect for a period of five years commencing from the date of its publication in the 'Official Gazette.'
(6) This order which under the Act of 1951 has to be notified in the official gazette, however, was not notified as explained in the return filed by respondent no. 1, because of the receipt of the order of this court dated 20-10-1972.
(7) On 31-10-1972 the President of India promulgated an ordinance captioned Sick Textile Undertakings (taking over of Management) Ordinance of 1972, (hereinafter called the impugned Ordinance) which came into force at once. By virtue of and under the provision of Section 4(1) of the said Ordinance from the appointed day the management of the Sick Textile Undertaking specified in the first schedule to the said ordinance was vested in the Central Government.
(8) In the first schedule to the said ordinance at item No. 24 thereof the first petitioners said undertaking i.e. Lord Krishna Textile Mill was listed as a sick textile undertaking.
(9) As a result of the said listing and or the provisions of the impugned ordinance relating thereto the management of the said undertaking was taken over and vested in the Central Government.
(10) This led the petitioner to file the present writ petition in this Court challenging the impugned ordinance as well as the order passed by the Central Government.
(11) Daring the pendency of the said petition the impugned ordinance was repealed anti re-enacted by the Sick Textile Undertaking (Taking over of Management) Act 1972, being Act No. 72/72 (hereinafter to be referred as the impugned Act). The impugned Act was published in the official gazette on 23-12-1972. but by virtue of Section 1(2) it shall be deemed to have come into force on 31-10-72. The provisions of the impugned Act are in pan materia with the provisions of the impugned ordinance. The petitioners accordingly amended this petition to challenge the constitutional validity of the impugned Act also. As ordinance 9 of 1972 has been repealed by the impugned Act and as the petitioner's said undertaking has been included in the impugned Act by virtue of Section 4(1) read with first schedule, it is the validity of the impugned Act that was canvassed before us.
(12) By virtue of section 4(1) of the impugned Act the management of the sick textile undertaking specified in the first schedule shall vest in the Central Govt. on and from the appointed day. The petitioner undertaking is mentioned at item No. 24 of the first schedule and is thus covered by the impugned Act.
(13) For the reasons given in the connected C.W. petition 10511872 the attack on the constitutionality of the impugned Act has to be repelled. For the same reasons we must also reject the contention that the mere fact of the inclusion of the petitioners undertaking in the first schedule is not enough to attract the provisions of the impugned Act, unless it is further shown that the undertaking is a sick textile undertaking as defined in clause (d) of section 2 of the impugned Act.
(14) That apart we are however quite satisfied that the petitioner undertaking clearly falls within the definition of Section 2(d) of Sick Textile Undertaking.
(15) Section 2(d) (ii) provides for the fulfillment of the following requirements for being a sick undertaking and it is that the undertaking:
(A)had remained closed for a period of not less than three months immediately before the appointed day, (b) and the closure of which is prejudicial to the textile industry, and (c) the condition of the undertaking is such that it may, with reasonable inputs, be restarted in the interests of the general public.
(16) It is common case that the petitioner undertaking was closed on 16-2-72 and had remained closed right up to the appointed day which is 31-10-72. thereforee, the first requirement is fulfillled. The second requirement that the closure of which is prejudicial to the textile industry hardly admits of any argument because it is so self-evident that the closure of a mill would be prejudicial to a textile industry in as much as it would result in mass unemployment and fall in production of essential commodity like cloth. The third requirement being that the condition of the undertaking is such that it may with reasonable inputs be restarted in the interest of the general public. It is the petitioners' own case that the condition of the undertaking is such that it can be restarted by reasonable inputs. thereforee all the three requirements are fulfillled and the petitioner undertaking would fall within definition of clause 2 (d) (ii). The undertaking also falls within the definition of sub-clause (V) of clause (d) of Section 2 of the Act. The requirement of that sub-clause is that the management of the undertaking ought to be according to the report made after an investigation by any person appointed under Section 15 of the Act of 1951 taken over under section 18A of that Act, but in relation to which no notified order authorising any person or body of persons to take over the management of such undertaking was made before the anointed day. We find from the report of the investigation Committee that it had recommended take over the management. No doubt the order dated 21-10-1972 was passed under section 18A, but the requirement is that no notified order was made before 31-10-1972. The notified order under the Act of 1951 is defined to mean an order notified in the official gazette. It is no body's case that the order dated 21-10-1972 was notified in the official gazette. As a matter of fact the petitioners themselves had obtained a stay order on 20-10-1972 from this court and it was in pursuance of this that the Central Govt. refrained from notifying the order in the official gazette. Thus the petitioner undertaking would be covered by the definition clause in the impugned Act.
(17) The next argument was that the order under section 18A of the Act 1951 was not valid because the principles of natural justice had been violated during the investigation. The argument being that if it can be shown that the investigation Committee did not follow the procedure the whole proceedings would be null and void and also the resulting order under Section 18A would be bad. The result according to the petitioners counsel would be that the petitioner's undertaking would not be deemed to be included in the schedule even though Section 4 (1) of the Act states otherwise We have in the connected with petition held that section 4(1) operates on its own strength and is not dependant on a finding of a valid investigation or a order under the Act of 1951. For the same reasons this argument is repelled. But as arguments were addressed about the validity of the proceedings vide the Act of 1951 it is but fair that we deal with them.
(18) The first contention that was urged was that the whole proceedings under the Act of 1951 were initiated by the malafide of respondent No. 6 Mr. Sial who was biased and prejudiced against the petitioners and his membership of the investigation committee has thereforee vitiated the proceedings. We shall now deal with the various instances relied upon by the counsel for the petitioner.
(19) Grievance is taken to the conduct of Mr. Sial in having made a public declaration to the newsman on 4-1-72 at Kanpur to the effect that the textile mill of the company is likely to be taken over by the State Government. A copy of the news item issued by the U.N.I. (News Agency) attached as annexure A to the petition quotes Mr. Sial as having told the newsmen that the State Government has entrusted the U.P. State Textile Corporation to conduct enquiry about the affairs of three textile mills; one in Lucknow, other in Bulandshar and the third in Saharanpur and that he had already submitted his final report and his recommendations regarding the Lucknow Mill and would look into two mills. It is claimed that reference to the Saharanpur mill refers to no other mill excepting the petitioner's undertaking as there is no other mill excepting the petitioners. Mr. Sial has filed an affidavit in reply dated 26-2-1973. In this affidavit he has denied that he ever made declaration that the petitioner's undertaking was likely to be taken over by the State Government, but admits that certain questions were asked by the newsmen regarding the affairs of the petitioner's undertaking and all that he stated was that the State Government had asked the U.P. Textile Corporation to make a report about the working of the mill. He states specifically that there is no question of taking over and that all he stated was that the Corporation was looking into the affairs of the two mis-managed mills other than the Lucknow mill. According to him the petitioner undertaking was working at that time and the question of any recommendation about the take over of that mill did not arise. It is also clarified that the State Government has no power to take over the mills. It will thus be seen that it has been specifically denied by Mr. Sial that he stated that the petitioner undertaking would be taken over. The petitioners reliance is only on the news item. It is however to be noticed that no affidavit has been filed of the correspondent who had given the news item. It is well settled that a newspaper report does not prove the contents by itself and the same, must be proved by the evidence of the person who was present at the time of news conference or sent the news item. It is also pertinent to note that the undertaking had been in trouble for the last couple of years and the position has worsened in 1971. In these circumstances there would be nothing unnatural if State of U. P. was to make preliminary enquiry to acquaint itself and if necessary to take up the matter with the central Government which alone is competent to initiate action under the Act of 1951. So this action by Mr. Sial of making a preliminary survey could not be said to be in any way malafide.
(20) Mr. Sial has also denied that he was prejudiced or influenced by Smt. Avnash Kaur against the petitioner company. There is no reason to disbelieve him.
(21) It was also sought to be argued that because of this statement by Mr. Sial the Central Bank of India suddenly on an ostensible plea that the petitioner has not submitted the proforma balance sheet stopped the account and this created further problem for the undertaking with the result that it was forced to close down on 16117-2-1972. This assumption is without any substance and runs counter to the plea taken by the petitioner in the memorandum which it submitted on 6-7-1972 to the investigation committee. In that memorandum, the grievance that was made was that in November 1971 because of the Indo-Pakistan war the purchasers in the border became panicky and returned the bills drawn on them against the supply of cloth and that the bank realised the amount of all the bills from their account immediately and this tightened the financial position very much. It is also stated that the Central Bank stopped the operation of the accounts of the mill on the ground that the petitioner had not submitted the proforma balance sheet. It is important to note that in this memorandum no grievance was made at all that the Central Bank acted in this manner either because of under the direct influence of the statement alleged to have been made by Mr. Sial or even under any indirect influence of it. The grievance is without any foundation.
(22) Another prejudicial conduct of Mr. Sial is said to be that he informed the Custodian of the Central Bank Bombay that the investigation committee had submitted its report to the Central Government that the textile mill should be taken over, and this dissuaded the bank to advance the necessary funds, which otherwise would have been made available.
(23) This it was said was done by Mr. Sial because had funds been advanced to the petitioner, no order of take over under Section 18A could have been passed. Mr. Sial in his affidavit in reply has explained that he had gone to Bombay on 20th September. 1972 to attend the Annual General Meeting of the Indian Cotton Mills Federation and thereforee had occasion to see the Custodian of the bank and on the asking of the latter about the affairs of the petitioner undertaking he informed him that the report had been submitted to the Government of India. He has denied that he had been actuated by any improper motives or animus against the petitioner company. The grievance made by the counsel for the petitioner was that the report was a secret document and this information to the Bank was given malafide by Sial as he was keen that Bank should not advance any loan to the petitioner.
(24) It may be arguable whether it was proper or discreet for Mr. Sial to have given this information about the finding of the committee to the Bank. But from that to conclude that there was malice behind that action is to jump to uncalled for conclusions.
(25) But that apart, the petitioners themselves have admitted that the bank had withdrawn credit facilities to them on Feb. 8, 1972. Obviously at that time there was no question of Mr. Sial having put any influence on the bank.
(26) Mr. Ved Vyas sought to seek support for his contention from the telegram sent by the Assistant Zonal Manager Central Bank of India Lucknow to the Head in September 1972 recommending a loan of 15 lakhs in view of the closure of the mill and other facilities on certain terms. It was sought to be argued by the counsel that this recommendation would have gone through but for the meeting which took place between Sial and the Custodian of the Central Bank of India at Bombay and it was as a result of malafide act of Mr. Sial that this loan was not sanctioned. Reference was also made to an extract of a letter dated 25th September 1972 from the Central Bank of India Bombay to their zonal office Lucknow, pointing out that Sial had met the Custodian at Bombay and that the bank understood from Mr. Sial that they had already submitted a report to the Government recommending the taking over of the textile mills. From this extract it is not possible to spell out that the bank on its own was willing to advance loan but was pursuaded not to do so by the hostile influence of Mr. Sial. In this connection it is pertinent to note that the central bank of India was for quite some time unhappy in its dealings with the petitioner undertaking and was reluctant to give credit. This is clear from the closure notice dated 16th February 1972 given by the undertaking. In the said notice, the undertaking stated that in view of the action of the Central Bank of India in stopping the operation of the cash credit account of the textile mills abruptly without any notice since 8th February, 1972 and no response from the Bank in spite of level best efforts of the managing director of the company by contacting the bank officials for allowing the operation of the account ......... it is hereby notified that pending efforts for early financial arrangements with the bank to resume normal working of the mills the workmen and the staff of all the shifts of the department of the mills are laid off without compensation w.e.f. the shift commencing from Ii p.m. on the night of 16 17th February 1972. It is also relevant to note that in their letter dated July 3, 1972 addressed to the Minister of Foreign Trade Government of India the petitioners had written that the Central Bank of India Saharanpur stopped the operation of the accounts of the textile mills on 8th February 1972 abruptly on the pleas of non submission of balance sheet without giving any opportunity although the reason for the delay was conveyed to them, and that the mill was lying close since 16th February 1972. They also wrote that if the National Textile Corporation has no objection to funds being raised to restart the mill the company was hopeful of doing so. The petitioners received a reply from the Minister dated 20th July 1972 informing them that the appointment of the investigating committee to investigate into the affairs of the undertaking does not deprove the company from running the mill and that they were at liberty to arrange for funds, reopen the mill. Even in their memorandum dated July 6, 1972 submitted to the investigation committee the petitioners gave as one of the reason for the closure of the mill that the bank refused to consider any request for accommodation unless there was unanimity in the board and the directors would give personal guarantees and as one of directors Smt. Avnash Kaur refused to give guarantee the accommodation from the bank was not available. It is stated therein that the Central Bank stopped the operation of the Textile mills on 8th February 1972 abruptly without prior notice and the bank neither renewed the limits for the storage of cotton, cloth and yarn nor the documentary bills limit. It is thus manifest that the bank had been reluctant since June 1971 to continue to give any facilities for advances and cash credit limit to the petitioners for the purpose of textile mills- If thereforee the petitioners failed in securing any credit from the bank the same must be attributed to an evaluation independently made by the bank about the credit worthiness of the petitionersit is pointless thereforee for the petitioners to blames Mr. Sial for the non advancing of facilities by the bank simply because he happened to meet the Custodian of the Bank at Bombay in September 1972.
(27) Another instance of malafide of Mr. Sial mentioned was that he was against the petitioners because one Joginder Singh (since deceased) who was the brother-in-law of Iqbal Singh brother of Mr. Sial was dismissed by the petitioners. Mr. Sial in his affidavit has admitted the relationship but has stated that he does not know whether Joginder Singh was employed with the petitioners undertaking or was dismissed by them and has denied that he was prejudiced against the petitioners. It seems to us that this allegation by the petitioners is like kite flying and there is no material to support it.
(28) Another instance against the investigation committee and Sial is that one Shri V. K. Jain was associated with investigation including the drafting of the report. V. K. Jain is stated to have been previously employed as a spinning superintendent in the petitioners undertaking from where he resigned and was at the relevant time technical adviser to the U.P. State Taxtile Corporation. It is said that Jain was ill-disposed and has prejudiced the members of the committee. In the return it is denied that Jain was in any manner connected with the drafting of the investigation report. The allegation of ill-will is also denied. Petitioners placed no material on record to rebut the reply made by the respondent and this allegation of the petitioners thereforee carries no weight.
(29) It is also pertinent to note that the grievances regarding the conduct and actions of Sial that has been made out in the writ petitions has been taken for the first time now, in this Court. The petitioners had filed a detailed memorandum before the investigation committee on 6th July 1972 and it also sent a further letter on 13th July 1972. They never made any grievance about the conduct or activity of Sial at any stage when they submitted the memorandum nor even to the Minitry in their large correspondence. If according to the petitioners the statement of Sial made on 4th January 1972 had so much prejudiced iho public and led to the discontinuance by the Bank its advances on 8th February 1972, it is not understood why there was a total silence on the part of the petitioners for all the period till this petition was filed in this Court. This total non mention of Sial's conduct and activities is only explainable on the basis that the grievances that are now being made about the conduct of Sial are being deliberately exagerated to suit the convenience of the situation. It is necessary to remember that Mr. Sial was the chairman of the U.P. State Taxtile Corporation and in the normal official course was expected to acquaint himself with the working of the textile mills in the State of U.P. The power under the Act of 1951 can only be exercised by the Central Government and the State Government does not come into the picture at all. In these Circumstances it cannot be said that simply because Sial made a statement that he was looking into the affairs of the petitioners undertaking he was so much prejudiced that he had prejudged the issue and had thus disqualified himself from being appointed a member of the investigation committee. There is no reason to suppose that the petitioner did not know of the statement made in January 1972. It is the petitioners own case that statement was widely published. If, thereforee, the petitioner thought that such a statement had prejudiced the investigation which was to be conducted by a committee including Sial as one of the members, it was incumbent on them to object to its constitution at the earliest. Law is well settled that if the alleged bias in a member of,the tribunal is to render the proceedings invalid it is essential that the objection against the presence of the member in question should be taken by the objecting party at the earliest. If, thereforee, the petitioner knowing about the alleged statement of Sial which is now said to be prejudicial remained silent and did not raise objection about Mr. Sial's competency to be a member of the committee, it would create an effective bar of waiver .against the petitioner and it would be precluded from raising it before this court. (See in this connection Manak Lal Advocate v. Dr. Prem Chand & Ors. : 1SCR575 . The counsel for the petitioners referred to Mineral Development Ltd. v. The State of Bihar and Am. : 2SCR609 . In that case the company was issued notice by the Secretary of the Government of Bihar in the Revenue Department calling upon it to show cause why action should not be taken to cancel its license under the Bihar Mica Act 1947. In that case the court found that the proceedings against the petitioner company were started by the Revenue Minister and that the actual order of cancellation was also made by him. It also found that the revenue minister had a personal bias against the proprietor and it was in these circumstances that it was held that the order of cancellation was vitiated on the ground of bias. No such allegation of personal bias has been made against Mr. Sial as such. All that was said was that his various actions which we have dealt with above show that he was actuated by malice, which allegation in our opinion is without any material. The next case referred to was Gullapalli Nageswara Rao & Ors V. Andhra Pradesh State Road Transport Corporation and Am. 1959 Suppl. vol. 1 S.C.R. 319. Under Section 68C of the Motor Vehicles Act State Transport Undertaking may propose a scheme and it might affect the rights of the individual permit holders doing transport business and under section 68D any person affected by the scheme published under Sec. 68C may, within prescribed time file objections before the Secretary of the transport department. Objections having been filed by the private operators the same were received and heard by the Secretary of transport department who was also the head of the State Transport Undertaking. The court thereforee held that as one of the parties to the dispute was the transport undertaking, the hearing given by the Secretary transport department offended the principles of natural justice. This is obviously distinguishable. Mr. Sial is not the official who had to form the opinion for either ordering investigation under Sec. 15 of the Act of 1951 or passing the impugned order under Section 18A. That opinion has to be formed by the Central Government. The fact that he is the chairman of the U.P. State Textile Corporation and may have administratively held some enquiry into the affairs of some textile mills in the State does not disentitle him or disqualify him from being one of the members of the fact finding investigation committee appointed by the Central Government. We do not have any details of the alleged enquiry previously said to have been conducted by Sial. But that could have no relevance to the statutory investigation to which objection is being taken now. In this connection we may refer to a decision of the Supreme Court in C.A. 672172 decided on 9th January 1973. In that case the nationalisation scheme by the State of Madras was attacked amongst others on one of the reasons that after the government had taken a policy decision of nationalisation of bus transport in the State it appointed an ad hoc committee to work out the details in all aspects for implementing the policy decision. One of the members of that committee was the Secretary to the Government Home Department. After the committee had submitted a report schemes were published under Section 68C of the Motor Vehicles Act and objections tiled under Section 68B were heard and disposed of by the Secretary (Home) Objection was taken that as the Secretary (Home) had already made a report in accordance with which scheme has been published under Section 68C he, thereforee, acted as a Judge in his own cause and the decision by him thus was contrary to the rules of natural justice and the hearing given by the Secretary (Home) was vitiated by bias. Grover J. who spoke for the court repelled this contention and relied on an earlier decision of the Supreme Court in which the plea that as a Minister in charge of the portfolio of the transport department had presided over the sub-committee constituted to implement the scheme of nationalisation of bus service, the same Minister could not have decided the objections on the plea of bias and disqualification was negatived. This case has obviously no relevance to the case in hand. We are thereforee satisfied that the grievance regarding the bias and malice of Mr. Sial is without any basis and the report of the investigation committee cannot be said to be vitiated on account of this allegation.
(30) The next objection was that no proper hearing had been given to the petitioners and thereforee there had been violation of principles of natural justice. It appears that the member Secretary of the investigation committee wrote to the petitioners on 20th June 1972 informing them that an investigation committee under section 15 of the Act of 1951 has been constituted to look into the affairs of the textile mills of Saharanpur and that the committee had decided to hold its first meeting on 27th June 1972 at the mill premises. It thereforee asked the petitioners for the keys to open doors which may kindly be made available and they were also requested to be present on the said date before the investigation committee and given their evidence along with their senior staff. These dates were however changed to 29th and 30th June 1972 but the venue remained at Saharanpur. The petitioners in reply wrote on 28th June 1972 requesting the investigation committee that the registered office of the company is situated in Delhi and that investigation should be made in Delhi. He also wrote that the labour situation at Saharanpur was very tense and it was not possible to either bring evidence or to give correct facts to the committee at Saharanpur. They also took the plea if the proceedings are held at Saharanpur there was great danger to the life of the directors and it would be in the interest of proper enquiry if the proceedings were not held at Saharanpur but were held at Delhi. It was thereforee requested that the investigation be held in the office at Delhi instead of the mill premises at Saharanpur. This letter was replied to by the investigation committee the same day informing the petitioners that in view of the difficulty expressed by them for coming to Saharanpur to meet the committee, the committee had acceded to the request and would be pleased to meet them at Delhi on 6th July 1972. The petitioners accordingly met the committee at Delhi, on 6th July 1972 and also submitted a detailed memorandum. Some further information which had been sought by the committee was also sent by the petitioners on 12th of July 1972 and 13th July 1972. Grievance is made that the petitioners assumed that all the investigation proceedings would be held at Delhi instead of Saharanpur. But it has transpired that the investigation committee when to Saharanpur and held enquiry at that place,, This it is urged amounts to holding an enquiry behind the petitioners back. A reference to the correspondence however does not support the petitioners' contention that the investigation committee at any time agreed that the whole proceedings would be held at Delhi. All that was done was that instead of compelling the petitioners to come to Saharanpur the investigation committee agreed to meet the petitioners at Delhi. It is not understood how and on what basis petitioners got impression that the whole of the investigation proceedings had been changed from Saharanpur to Delhi. The petitioners had no reasons to believe that all the proceedings by the investigation committee will take place at Delhi instead of at Saharanpur. A reference to the Investigation of Industrial Undertaking (Proceedure) Rules, 1967 (hereinafter called the Rules) will show the guide-lines which have been given to the investigation committee for the purpose of holding an enquiry. Rule 5 provides that the investigator shall before completion of his investigation give the management and the employees of the undertaking or undertakings in respect of which the investigation is ordered, reasonable opportunity to adduce any evidence. Rule 6 provides that the investigator shall after completing the investigation submit a report to the Central Government. It is mandatory under the Rules that the investigator must give a hearing to the employees. It cannot be assumed that the petitioners were not aware of this statutory requirement. Petitioners had no reason to suppose that the investigation committee will compel the employees to come to Delhi. In any case it would have been a most impracticable suggestion that the investigation committee should not go to the spot to hear the employees as is required by the Rules. It is not the petitioners' case that they made any efforts to find out whether the investigation committee was in any case going to Saharanpur or that they went to 6HCD/73-6 Saharanpur on the day the investigation committee went there but were prevented from participating in these proceedings. We thereforee cannot accept the contention that the petitioners were denied an opportunity simply because the proceedings were held at Saharanpur.
(31) Now the petitioners had a full hearing on 6-7-1972 and submitted a detailed memorandum and also sent further representation on 12113-7-1972 12113-7-1972 .
(32) In the memorandum submitted on 6-7-1972 the plea taken was that Smt. Avnash Kaur opposed all measures to raise finance to run the textile mill and that because of her hostile attitude, working of the textile mill was closed down in June 1971. The bank refused to consider any request unless there was unanimity in the board of directors. It was also mentioned that when the textile mill closed in the end of June 1971 some of the union leaders and workmen of the textile mills came to Delhi to know the real facts and on being apprised of the fact that it was because of the hostile attitude of Smt. Abnash Kaur that the funds could not be arranged, they implored Smt. Abnash Kaur to change her attitude and cooperate with the management in arranging the necessary finance for running the textile mills, but unfortunately she spurned their requests. Again it was pointed out that in September 1971 efforts were again made to arrange funds but Smt. Abnash Kaur made the same old wild allegations against the management.
(33) The other point mentioned in the memorandum was that the mill had to close down in the last week of June 1971 as the bank refused to consider any request unless there was a unanimity in the board. It was also pointed out that in November, 1971 hot rumours of a possible Indo Pakistan war started spreading, and the main buyers of the petitioners undertaking who are in Punjab and Rajasthan got panicky and returned the bills drawn on them against the supply of cloth. The bank however realised the amounts of all the bills from their account immediately and this tightened their financial position very much. Though effort was made to persuade the bank to give them credit but the bank refused. The bank also stopped the operation of the account of the textile mills on 8th February 1972 abruptly without any prior notice on the plea of non-submission of balance sheet and this led to the closure of the mill on 16/17th February 1972. It was also suggested that the management was not to blame for all this and they hoped to improve matters now that old management had been restored by the High Court and that it had applied to the Bank for funds for restarting the mill.
(34) Grievance was also sought to be made that the investigation committee collected and heard evidence behind the back of the petitioners without making the same available to them. It was urged that the bank as well as employees were heard by the committee and that material has been used by the committee to the detriment of the petitioner. We do not agree.
(35) A reference to the investigation report shows that the evidence of the agent of the bank concerned itself with giving information about the loan and advances to the petitioner company. It also mentioned about the non-corperation amongst directors as one of the reasons for the non-functioning of the mill and losses being sustained by it. It will thus be seen that no new material or evidence was given by the bank to the investigation committee. thereforee, the complaint of the petitioners on this account is baseless.
(36) As regard the objection to the hearing of the workmen the same is without any weight. We have along with the investigation committee report an annexure of a memorandum submitted by the workmen to the investigation committee. All that they have stated therein is that the mill was not closed on account of any labour trouble but because of the family litigation of the employers. It was also stated 3000 workmen were sitting idle and that the workmen were willing to give full cooperation in running the mill.
(37) It will be seen that this plea by the workmen was the same which the petitioners had themselves given in their memorandum on 6-7-1972, wherein they had stated that funds could not be raised because of the lack of unanimity amongst the directors and the hostile attitude of one of the directors Smt. Abnash Kaur.
(38) Thus it can hardly be said with any justification that any matter or any evidence was placed by the workmen against the petitioners behind their back and thus they have been prejudiced.
(39) It was also jected that the statement of Mr. A. N. Kirpat Advocate who was nominated by the court as the chairman of the board of directors was taken by the investigation committee and this evidence was not disclosed to the petitioners. A summary of evidence given by Mr. Kirpal before the investigation committee finds mention in the report. We find that all that Mr. Kirpal stated was that the main reason for the closure was the prolonged litigation in the court of law between the share holders and other directors and thence even the bank credits were not forthcoming. The statement of Mr. Kirpal is only in accord with the memorandum given by the petitioners and there was nothing new in that.
(40) The District Magistrate Saharanpur also met the committee. His evidence is also to the effect that due to series of litigations management's time was mostly consumed in court affairs and no proper attention was paid to the running of the mills. The petitioners themselves have also taken up the same defense. He also mentioned that the closing down of the mill had created a lot of problems for the unemployed and that Saharanpur being a backward area the labour cannot find suitable full time employment in the district. There is nothing objectionable in the later part of the statement. We thus find no force in the contention of the counsel for the petitioners that any evidence or material was collected by the investigation committee behind the back of the petitioners or that any prejudice was caused to them during the investigation.
(41) The petitioners had also supplied along with their letter of 12-7-1972 the production figure for three years previously and the trial balance sheet showing the various liabilities under various heads. A reference to the investigation report will show that the idle capacity in the spinning section during the year 1970 for A and B units was 34.7% and 23.8%, respectively. In the weaving shed the idle capacity was as high as 32.5% and 17%. The annual production of cloth (in lacs meters) was 77.58% in 1969-70 and had gone down to 12.80% in 1971-72 (June 71-Feb. 72). The figures for yarn (in lacs Ibs) for 1969-70 was 77.94 but had gone down to 21.94. Thus these figures will show that for the last three years the production was falling repidly. The profit and loss account shows that the company was running continuously into losses from the year 1968 onwards and the loss of Rs. 9.40 lakhs incurred in 1968 had gone up to Rs. 30.84 lakhs in the year 1971 (making a total of Rs. 52.24 lakhs during this period). If the depreciation of Rs. 6.32 lakhs for 1971 is added the losses up to 1971 will be Rs. 58.56 lakhs. In order to put into operation after necessary cleaning and over-hauling the units A and B immediate expenses of Rs. 9 lakhs is necessary. Another expense of Rs. 34.97 lakhs is required in the first phase to further improve the condition of the machinery and the necessary modernisation of plant. The total working capital requirement after immediate starting of the mill is estimated to be Rs. 149.5 lakhs, out of which Rs. 105.0 lakhs would be expected as bank advance and Rs. 44.5 lakhs would be provided as margin money. A sum of Rs. 8.18 lakhs is immediately needed to meet statutory liabilities (being unpaid wages to workers as Rs. 3.75 lakhs and electricity dues Rs. 4.43 lakhs). The total immediate requirement of working capital funds to restart the mill would be Rs. 61.65 lakhs, (being on account of margin money Rs. 44.47 lakhs and for immediate requirement for overhauling and repairs Rs. 9 lakhs and for immediate pressing liabilities Rs. 8.18 lakhs). The position thus was that in order to beable to run the mill large funds were immediately required. The petitioners had been running into losses for the last three years, which had accumulated to about 59 lakhs. The petitioners had been making every efforts to raise funds from the bank but had drawn blank. The petitioners undertaking had been closed in June 1971 and they had been functioning intermittently for some time but had remained closed since Feb. 1972. Thus a stage has reached where the petitioners undertaking could not be run by the petitioners either from their own resources because they had none nor could they get any credit or advance from the bank.
(42) In spite of the petitioners having been permitted by the Government to raise funds, if they could, they had not succeeded in doing so. The petitioner has tried to put this blame on Mr. Sial's visit in September to Bombay. We have already found that to be baseless. If the funds could not be raised the obvious Explanationn of that is that the Banks were not willing to give advance on the credit of the petitioner management. In these circumstances if the management was left in the hands of the petitioners, the obvious result would have been continued closure of the mill and the resulting unemployment of thousands of workers and the loss of production of essential commodity like cloth.
(43) If in these circumstances the Central Government formed the opinion that the petitioners undertaking was being managed in a manner highly detrimental to the public, interest, can it be said that it was acting on no material or on irrelevant circumstances or arbitrarily.
(44) The argument that as investigation was not ordered under section 15(1)(b) and thereforee order under section 18A(1)(b) could not have been passed by the Central Government has been rejected by us in the connected writ petitions and for the same reason 'this argument must be repelled. Counsel for the petitioners had also contended that the quality of management was not gone into by the investigation committee. We do not agree. A reference to the investigation report shows that the committee positively came to the conclusion that the management have not been able to provide especially in the last five years either proper management or adequate finance to run the mill and that the present management is not able to restart the mill and even if temporary arrangements are made to restart it which does not appear possible under the present circumstances the management would not be able to run the mill on a sustained basis. The petitioners were also aware that the quality of the management has inevitably to be gone into under the law as is clear from the memorandum in which after giving the various reasons for the closure and unsatisfactory working of the mill the petitioners had taken the plea that the management was not responsible for it and that the difficulties were due to the hostile attitude of one of the directors and non-cooperation of the bank. This plea is thereforee without any force.
(45) We thus find that the petitioners had been given full opportunity by the investigation committee. They had given detailed memorandum and had put forward their point of view. The report of the committee is based on the material which was given by the petitioners themselves. The report does not show that any material was collected behind the back of the petitioners. We are thus satisfied that the petitioners were given a reasonable opportunity as required by the rules and principles of natural justice. If thereforee as a cumulative result of all the circumstances the Central Government formed the opinion and passed the impugned order under Section 18A of the Act of 1951, we are not pursuaded to hold that it has in any manner acted without jurisdiction or that the order has been passed without any material or that no reasonable person could have formed such an opinion. We arc thus of the view that the investigation under Section 15 as well as the impugned order under Section 18A of the Act of 1951 was validly passed and no fault can be found with it.
(46) The result is that we find no merit in the petition and the same is, thereforee, dismissed but in the circumstances with no order as to costs.