- (1.) The petitioner was serving as an Engineer-in-Chief of Uttar Haryana Bijli Vitran Nigam Limited (hereinafter referred to as 'the UHBVNL'). State Government vide its order dated 31.8.1999 (Annexure P-1) appointed him as Director (Administration) on the Board of Directors of the UHBVNL with immediate effect. This appointment was made in exercise of the powers under Articles 30 and 31 of the Articles of Association of the UHBVNL. Vide a subsequent order dated 7.9.1999 (Annexure P-2), the petitioner was allowed the benefits with effect from 2.4.1999. Thereafter another order dated 9.9.1999 (Annexure P-3) came to be issued by the Managing Director, UHBVNL, Panchkula whereunder the post of General Manager (HR & Admn.) which was earlier held by the petitioner, was upgraded to that of the Director (Administration). This order also contains stipulation that after retirement of Shri P.C. Dewan (petitioner), the post of General Manager (HR & Admn.) be revived again. Petitioner was allowed to continue to look after all the matters relating to administration which he looked after as General Manager (HR & Admn.). While the petitioner was functioning and performing his duty as Director (Administration) with UHBVNL, the State Government issued the impugned order dated 27.12.1999 (Annexure P-4) removing the petitioner from the post of Director (Administration), UHBVNL with effect from 31.12.1999 (A.N.) on his retirement as Engineer-in-Chief on attaining the age of superannuation i.e. 58 years. Another communication dated 29.12.1999 (Annexure P-5) was issued by the Financial Commissioner & Secretary to Government, Haryana, Power Department addressed to the Managing Director, UHBVNL with a copy to the petitioner notifying terms and conditions of petitioner's appointment as Director (Administration), UHBVNL, Panchkula. For the purposes of present petition, Clause (1) of the terms and conditions is relevant which is reproduced hereunder :- "1. Period of (sicc) With effect from 2.4.1999 till further appointment orders or his date of superannuation in his parent cadre, whichever is earlier." In terms of the aforesaid Clause, the period of appointment of the petitioner is indicated as with effect from 2.4.1999 till further appointment orders or his date of superannuation in his parent cadre, whichever is earlier.
(2.) Aggrieved of his removal, the petitioner filed representation dated 3.1.2000 (Annexure P-6) and thereafter with petition i.e. CWP No. 3507 of 2000. This petition came up for consideration before a Division Bench of this Court and the Hon'ble Division Bench passed the following order on 31.3.2000 :- "Present : Shri P.C. Dewan, petitioner in person At the commencement of the hearing the petitioner requested that he may be allowed to withdraw this petition to approach the Government for grant of relief and to file fresh petition if it becomes necessary to do so. We accept the request of the petitioner and dismiss the writ petition with liberty in terms of the prayer made. March 31, 2000 Sd/- G.S. Singhvi, Judge Sd/- Iqbal Singh, Judge" As a consequence of the aforesaid order of the Hon'ble Division Bench of this Court, the petitioner filed representation (Annexure P-8) and also relied upon his earlier representation dated 3.1.2000 (Annexure P-6). State Government considered the representation and passed the order dated 11.5.2000 rejecting his representation. On rejection of his representation vide order dated 11.5.2000 passed by the Financial Commissioner & Secretary to Govt. Haryana Power Department, Chandigarh (Annexure P-9), the petitioner filed a Review Application on 8.6.2000 (Annexure P-10) before the said Financial Commissioner & Secretary. The petitioner also approached the Joint Secretary, Department of Company Affairs, Ministry of Law, Justice and Company Affairs, New Delhi by his representation dated 29.5.2001 (Annexure P-13). Thereafter the present writ petition has been filed.
(3.) In the present writ petition, the petitioner has sought to challenge the order dated 27.12.1999 (Annexure P-4) removing him from the post of Director (Administration), UHBVNL and order dated 29.12.1999 (Annexure P-5) wherein terms and conditions of the appointment of the petitioner have been notified and his tenure has been fixed from 2.4.1999 till further appointment orders or his date of superannuation in his parent cadre, whichever is earlier. He has further sought a direction to treat him as Director (Administration) for a period of two years upto 1.4.2001 and claimed service benefits as also retiral benefits attached to the post of Director (Administration). While assailing the order of removal, the petitioner has placed reliance upto the Articles of Association of the respondents-Company. Extracts relevant for the purposes of this writ petition of various Articles of Association are reproduced hereunder :- "31(1). The Government shall appoint the Board of Directors. The Directors (including the Chairman/Chairman-cum-Managing-cum-Director and the Managing Director) shall be paid salary and/or allowances as the Govt. may from time to time determine. 32(2). The Government may from time to time appoint a Chairman/Chairperson- cum-Managing Director, Managing Director and other Whole Time Directors/Directors on such terms and remuneration (whether by way of salary or otherwise) as it may think fit. The minimum term of these appointments will be for period of two years.... 31(3). All the Directors of the Company except the Chairman/Chairman-cum- Managing Director/Managing Director, Whole Time Directors and the Government representatives on the Board of Directors shall, unless otherwise specified in their order of appointment, retire at the end of three year from the date of their appointment. The Directors so retired, will be eligible for re- appointment. 31(4). Subject to the provisions of the Act, the Government shall have the right to remove the Chairman, Chairman-cum-Managing Director/Managing Director, Whole Time Director or the directors for any reasons whatsoever and shall have the right to fill in any vacancy in the office of the Chairman/Chairman-cum-Managing Director, Managing Director Whole Time Director or the directors caused by removal, resignations, death or otherwise. 31(5). Subject to the provisions of Section 292 of the Companies Act, the Board of Directors may, from time to time, entrust and confer upon the Managing Director for the time being such of the powers as they may think fit and may confer such powers for purposes and with such restrictions as they may think expedient and may, from time to time, revoke, withdraw, alter or vary all or any of such powers." While referring to Articles 31(1) & 31(2), it has been pointed out that the minimum tenure of a Director appointed by the Government is two years, and thus, premature removal of the petitioner is illegal and unwarranted. The impugned order of removal is further challenged on the ground that it is in violation of the principle of natural justice as it is stigmatic and punitive in nature. As far as challenge to the order dated 29.12.1999 laying down the terms and conditions of appointment are concerned, it has been stated that the respondents took a decision to remove the petitioner from service on 27.9.1999 and with a view to justify the said order, this order specifying the terms and conditions has been issued with mala fide intention. It has also been urged that in view of the specific provisions of Article 31(2) specifying the minimum term of appointment, the respondents are not entitled to fix the tenure of the petitioner less than two years or remove him prematurely prior to the expiry of the specified period.;