Supreme Court of India (Division Bench (DB)- Two Judge)

Writ Petition (Civil), 223 of 2009, Judgment Date: Dec 12, 2014

                                                                  Reportable
                        IN THE SUPREME COURT OF INDIA

                    CIVIL ORIGINAL/APPELLATE JURISDICTION

                      WRIT PETITION (C) NO. 223 OF 2009


M/s. Nova Ads                                                ...   Petitioner

                                   Versus

Metropolitan Transport Corporation
And Ors.                                                   ...    Respondents


                                    WITH

               C.A. NO. 11037 OF 2014 (@ SLP(C) NO. 276/2007)
               C.A. NO. 11038 OF 2014 (@ SLP(C) NO. 852/2007)
              C.A. NO. 11039 OF 2014 (@ SLP(C) NO. 11880/2009)


                               J U D G M E N T

Dipak Misra, J.

      Leave granted in all the special leave petitions.
2.    The  present  batch  of  appeals  characterizes  series  of  collusive
concessions,  maladroit  misrepresentations,   designed   negotiations   and
infusion  of  fraud  on  financial  morality;  and  further  epitomises  how
statutory Corporations can cultivate the proclivity to give indecent  burial
to their interests, which is  fundamentally  collective  interest  that  the
Corporations are duty bound to  protect,  preserve  and  assert  for.   That
apart, this bunch also exposes, as we have painfully penned, how the  State,
the protector of the interest of the  citizens,  has  constantly  maintained
sphinx-like silence and  also  for  some  unfathomable  reason,  dexterously
ignored the financial misdeeds as a colossal mute spectator.  It  seems  all
have either eloquently or silently competed with each  other  to  write  the
epitaph of law.  But, a pregnant one, there is a watch-dog,  the  petitioner
in Writ  Petition(C)  No.  223/2009,  despite  being  wedded  to  individual
interest, thought it apposite to uncurtain the machinations adopted  by  the
respondent nos. 3 to 8 and the Metropolitan Transport Corporation  (Chennai)
Ltd. (MTCL) which had filed SLP(C) No. 16908/2006 against K.S. Kumar Raja  &
Another and later on chose not to press the  same.   The  painfully  unusual
thing, has been allowed to happen.
3.    The litigation has a history.   The  MTCL  issued  advertisements  for
erection and maintenance of certain bus shelters, both lit and  non-lit  and
in response to the said advertisement, M/s. Aim  Associates  approached  the
1st respondent for taking of the work of erection  and  maintenance  of  bus
shelters on "build, operate and transfer"  on  sponsorship  basis.   It  was
based on the principle of first come, first serve.  Specific areas had  been
allotted in favour of the respondents to the writ  petition  who  have  also
preferred appeals by way of special leave.  The agreement  entered  into  by
the MTCL with the sponsors was  to  remain  valid  for  one  year  with  the
stipulation that the same shall be renewed every year for  next  nine  years
subject to the performance of the sponsors and compliance of all  the  terms
and conditions of the agreement  to  the  best  satisfaction  of  the  MTCL.
Similar  sponsorship  agreements  had  been  entered  into  with  the  other
sponsors for construction and maintenance of bus shelters  in  the  city  of
Chennai.  In 2003, as various disputes arose pertaining to  the  sponsorship
agreement, respondent nos.  3  to  8  to  the  writ  petition,  invoked  the
jurisdiction of the High  Court  under  Article  226  of  the  Constitution.
While the said writ  petitions  were  pending,  K.S.  Kumar  Raja,  the  9th
respondent to the writ petition, also preferred a writ petition  before  the
High Court challenging the authority of the MTCL in allotting  contract  for
erection and maintenance of bus shelters.
4.    Dealing with all the writ petitions, the High Court  passed  a  common
order on 5.9.2006.  Be it stated, along  with  the  writ  petition,  certain
writ appeals were disposed of by the High Court.  The  High  Court  adverted
to the facts in W.P.(C) No. 318/2004 which was filed  by  K.S.  Kumar  Raja,
the sole proprietor, City Advertising Systems, Chennai  who  had  questioned
the tender notification dated 31.3.2003 published in Dina  Bhoomi,  a  daily
newspaper.  By the said tender notification, MTCL  had  called  for  tenders
from intending buyers for erection of  bus  shelters  on  the  road  margins
within the city of Chennai.  The said K.S. Kumar  Raja  had  also  preferred
W.P. No. 34872/2003 calling in  question  the  legal  acceptability  of  the
order dated 7.11.2003 of the Commissioner, Municipal Corporation of  Chennai
(for  short,  'the  Corporation')  informing  him  that  the  erection   and
maintenance of bus shelters in Chennai city was  being  dealt  with  by  the
MTCL and,  therefore,  he  should  approach  the  said  authority.   It  was
contended before the High Court that it was obligation  of  the  Corporation
to provide bus shelters for the convenience of commuters.   It  was  averred
that initially various bus stops  were  identified  and  allotted  on  first
come, first serve  basis  and  consequently  for  the  successful  tenderer,
permission was also granted to erect  shelters  under  the  royalty  scheme.
The  writ  petitioner  had  submitted  an  application  to  the   respondent
Corporation  for  allotment  of  specified  location  for  establishment  of
shelters but the same did not evoke any response.  The reminders  also  fell
on deaf ears.  Being aggrieved by the said non-response, he  had  approached
the  High  Court  in  W.P.  No.  26890/2003  seeking  a  direction  to   the
Corporation to consider his representation and the High Court  had  directed
the Corporation to pass appropriate orders on the  representation  within  a
specific period.  Pursuant to the  order  passed  by  the  High  Court,  the
Corporation on 7.11.2003 him that the  construction  and  maintenance  of  a
shelter in Chennai city was being dealt by  the  MTCL.   At  that  juncture,
MTCL invited tenders  which  constrained  him  to  file  the  writ  petition
assailing the said order.
5.     It  was  contended  before  the  High  Court   that   MTCL   has   no
jurisdiction/authority to erect the bus shelters  on  its  own  or  to  give
permission to the sponsors for erection as per the provisions  contained  in
Section 285 of  the  Chennai  City  Municipal  Corporation  Act,  1919  (for
brevity,  'the  Act').   The  Corporation  filed   its   counter   affidavit
contending, inter alia, that the Government  in  G.O.Ms  No.  14,  Municipal
Administration and Water Supply Department dated 11.1.1983 had  allowed  the
MTCL to provide bus shelters to passengers and also to  maintain  them,  and
hence, it had  the  authority.    Thus,  the  Corporation  conceded  to  the
authority of the MTCL solely on the  basis  of  the  aforesaid  notification
issued by the Government.   The High Court, addressed itself with regard  to
the competent authority under the Act who is entitled to build bus  shelters
for passengers or enter into an arrangement for the said purpose.   Scanning
the provisions of the Act and appreciating the administrative  instructions,
it came to hold that  none  of  the  provisions  of  the  Act  empowers  the
Government for issuing  such  notification;  that  reliance  placed  on  the
Government Order is unacceptable; that the road margin including the  margin
of public streets has to be controlled and managed  by  the  Corporation  as
they vest in it; that MTCL has no jurisdiction to allow any  sponsor  either
to erect or illuminate the bus  shelters;  that  the  order  passed  by  the
Commissioner requiring the petitioner  therein  to  approach  the  MTCL  was
inapposite and deserved to be quashed; that the tender  notification  issued
by the MTCL was legally unsustainable;  and  that  the  MTCL  has  no  power
either to grant or cancel the allotment.   Being  of  this  view,  the  High
Court dismissed the writ petitions filed by the  sponsors  and  allowed  the
writ petitions filed by K.S. Kumar Raja.   It is seemly to state  here  that
the High Court had issued certain directions,  which  we  think  it  apt  to
reproduce:
"(i)  The Commissioner, Corporation  of  Chennai  shall  identify  the  road
margins for erection of bus shelters and for the said purpose  he  can  take
the opinion/ advice of the Metropolitan Transport  Corporation;

(ii)  On such identification of the location for erection of  bus  shelters,
the  Commissioner  Corporation  of  Chennai  shall  call  for  tenders  from
intending sponsors:

(iii)  The  Corporation  Council  is  also  entitled  to  resolve  to  allow
Metropolitan Transport Corporation to locate bus shelters and  maintain  the
same and in such an event,  the  Metropolitan  Transport  Corporation  would
identify the locations and erect bus shelters on the basis of the terms  and
conditions imposed by the Council.

(iv)  The above exercise, viz., to identify the location  and  advertise  on
its own or empower the Metropolitan Transport Corporation to erect  the  bus
shelters, shall be implemented by the Corporation, on or before the  end  of
December 2006.

(v)   Till such  time, the petitioners viz., the sponsors  are  entitled  to
continue their activities in relation to the shelters  established,  subject
to payment of Rs. 49,500/- per shelter  for  one  module  of  20  x  4  size
shelters and a sum of Rs.99,000/- for the second module consists of 40  x  4
shelters.

(vi)  The above said amount shall be paid  to  the  Corporation  of  Chennai
entirely in advance along with a copy of this order.  On such  payment,  the
Commissioner, Corporation of Chennai shall allow the petitioner to  continue
their business till the end of December 2006.

(vii) It is made clear that the above arrangement is basically made only  in
the interest of the commuters as they must be provided with the shelter  and
removal of the shelter will not be  in  the  interest  of  either  the  writ
petitioners  or  of  the  Metropolitan  Transport  Corporation  or  of   the
commuters in general.  Hence, the Commissioner  should  strictly  adhere  to
the timings prescribed in this order for taking the decision, whether to  go
for an advertisement on its own or leave the entire matter to the  transport
corporation the respective claims both  by  the  sponsors  as  well  as  the
transport corporation arising out of  the  Contract  are  left  open  to  be
resolved by them before the appropriate forum".

6.  Challenging the said order, the aggrieved parties filed various  special
leave petitions and as has been stated earlier MTCL had also  filed  special
leave petition.  This Court had  initially  issued  notice,  and  passed  an
interim order but thereafter during the pendency of special leave  petitions
the MTCL and the aggrieved contracting parties entered  into  a  settlement.
The settlement that was entered between the parties  is  necessitous  to  be
reproduced:
"(1)   That the parties would refer all the past disputes and  their  mutual
claims to Arbitration in respect  of  the  disputed  period:  01.02.2003  to
31.03.2005.  All payments made after 01.04.2005 will be adjusted as  against
the then current dues as claimed by the Petitioners.

(2)   That the Petitioner in SLP (C) No. 276 and SLP (C)  No.  852  of  2007
would be entitled to 500 shelters and  they  would  be  granted  a  12  year
license period with further extension, on  condition  that  the  entire  500
shelters, as per list, would be converted into  International  Standard  Bus
Shelters with Advertisement Space not exceeding 30  sq.  mtrs  per  shelter,
within 13 months time from the date of the order.

(3)  The License Fee payable for this  period  would  be  Rs.  30,000/-  per
annum with an escalation of 10% once in every three  years  considering  the
huge  investment  involved  in  erecting  the  international  Standard   Bus
Shelters. "

7.    On the basis of the said settlement a prayer was made for listing  the
matter and accordingly an order came to be passed on  30.06.2008,  which  is
as follows:
"SLP (C) No. 276/07 and SLP (C) No. 852/07, filed by AIM Associate Ltd.  and
M/s Front Line  Media  Etc.,  respectively,  are  taken  up  on  mentioning.
Having regard to I.A. No. 3/08 filed in SLP (C)  No.  276/07  and  I.A.  No.
2/08 in SLP(C) 852/07, wherein it has been mentioned  that  the  matter  has
been settled between the parties, the terms whereof are filed  in  the  form
of Memo, annexed to  the  said  applications,  we  disposed  of  both  these
Special Leave Petitions by the following order.

The  Memos  signed  by  the  petitioner  and  the  Respondent   Metropolitan
Transport Corporation duly supported by the affidavit of the petitioner  and
the affidavit of Shri Ramasubramaniam,  Managing  Director  of  Metropolitan
Transport Corporation, filed in the connected SLP(C) No. 16908 of 2006,  are
taken on record and these Special Leave Petitions are disposed of in   terms
of the said memos.

The parties shall bear their own costs in these proceedings.

SLP (C) No.  16908/06  filed  by  the  Metropolitan  Transport  Corporation,
Chennai, Limited, is  also  taken  up  for  consideration  along  with  I.A.
No.2/08 filed therein.  In view of  the  Order  passed  hereinabove  in  the
earlier two Special  Leave  Petitions,  no  orders  are  necessary  in  this
Special  Leave  Petition.   The  Special  Leave  Petition  is  disposed   of
accordingly and the question of law raised in the petition is left open  for
decision in appropriate proceeding."

8.    Be it noted, to the said  settlement,  Chennai  Municipal  Corporation
was not a party.  It needs no Solomon's wisdom that  by  such  a  settlement
the interest of the Corporation was seriously affected, for the  High  Court
had  categorically  opined  that  it  was  within  the  authority   of   the
Corporation to have control over the public  roads  as  per  the  provisions
contained in the Act.
9.    At this juncture, it is condign to mention that  during  the  pendency
of the Special Leave Petitions, an agreement was entered  into  between  the
appellants and MTCL and as has been stated earlier, the Court  has  disposed
of the matter on the basis of the settlement on 30.6.2008.   At this  stage,
we think it apt to refer  to  the  agreement  that  has  been  entered  into
between MTCL and M/s. Metro  Multimedia,  a  firm  controlled  by  M/s.  Aim
Associates, M/s. Front Line Media,  M/s.  Graphite  Publicities,  M/s.  S.S.
International, M/s. Vaishnavi Images and  M/s.  White  Horse  Communications
Network  dated  24.09.2008.   The  reference  to  the  said  agreements   is
extremely significant, for it throws immense light on  the  conduct  of  the
parties.  The relevant clauses from the said agreements are as follows:
"AND WHEREAS MTCL had permitted  the  firms  for  erection  of  various  bus
shelters by entering into individual agreements.

AND WHEREAS a dispute arose  between  the  firms  and  MTCL,  regarding  the
certain legal rights to continue with  reference  to  issues  pertaining  to
payment of Royalty amounts for the period of 2003 to 2005.

AND WHEREAS both the MTCL, and the  firms  duly  agitated  their  respective
rights before  the  Hon'ble  Supreme  Court  of  India,  subsequent  to  the
disposal of legal proceedings by the Hon'ble High Court of Madras.

AND WHEREAS considering the  overall  issues  all  the  parties  herein  had
agreed for arriving at an appropriate settlement on  such  other  terms  and
conditions and also agreed to  resolve  their  past  dispute  once  for  all
before the Hon'ble Supreme Court of India.

AND WHEREAS the Hon'ble Supreme Court of India had  passed  orders  on  30th
June 2008 in SLP(C) No. 16908/2006,  276/2007  and  852/2007  recording  the
terms as set out in the Memo and had permitted both MTCL, and the  firms  to
implement the said order and had disposed all the cases pending  before  the
Hon'ble Supreme Court of India.

                              xxxxx xxxxx xxxxx

That in compliance with the orders of Hon'ble  Supreme  Court  of  India  in
SLP(C) No. 16908/2006, 276/2007 and 852/2007 MTCL agrees to allot  500  Nos.
of bus shelters  to  the  concessionaire  for  erection/re-erection  of  the
shelters of International standard  for  the  benefit  of  the  waiting  bus
passengers and  the  concessionaire  agrees  to  convert  the  existing  bus
shelters of International standard where there  is  no  bus  shelters.   The
concessionaire agrees to erect  the  above  bus  shelters  of  International
standard at its own cost and in return agrees to pay the royalty  amount  at
the rates hereinafter appearing.

                              xxxxx xxxxx xxxxx

The concessionaire agrees to buy royalty amount to MTCL  during  the  period
of 12 years.  The royalty amount shall be paid at  the  rate  of  Rs.30000/-
per year per International Standard Bus Shelter with an  escalation  of  10%
once in every three years over the previous rate.  The period of  agreements
as well as the royalty payment starts from 01.09.2008.

                              xxxxx xxxxx xxxxx

This agreement is valid for 12 years from 01.09.2008 with further  extension
on condition that the entire  500  bus  shelters,  as  per  list,  would  be
converted into International Standard Bus Shelters with advertisement  space
not exceeding 30 sq.mtrs per shelter, within 12 months from 01.09.2008."

10.   As  the  factual  matrix  undrape,  M/s.  Nova  Ads,  filed  the  Writ
Petition(Civil) No. 223/2009 for recall of the order passed  by  this  Court
on many a ground.  On 11.01.2011, the following order came to be passed:
"This writ petition has been filed for recall of the order  passed  by  this
Court  on  30th  June,  2008,  in  SLP(C)No.16908  of  2006,  filed  by  the
Metropolitan Transport Corporation against  one  K.S.  Kumar  Raja  &  Anr.,
together with two other  Special  Leave  Petitions  filed  by  some  of  the
private parties, namely, AIM Associates Ltd. and M/s. Front Line Media etc.

2.   By virtue of the said order, on a submission made by the  parties  that
a settlement has been arrived at, we  had  disposed  of  the  Special  Leave
Petitions on the basis of such submissions.

3.    In this writ petition, it has been sought to  be  indicated  that  the
said order had been passed despite an earlier order in the same matter.

4.    Having   heard      learned   counsel    for   the respective  parties
and in particular Mr. Mohan Parasaran, learned ASG, that the  subject-matter
of the Special Leave Petitions was confined to  500  bus  shelters,  out  of
which a number of shelters had already been constructed to a  large  extent,
  we   recall the order which we had passed earlier on 30th June, 2008,  and
restore all the three Special Leave Petitions to file.   We  also,  however,
clarify that such order had been passed upon agreement  by  the  parties  at
that stage.     We also clarify that whatever steps that have been taken  so
far on the basis of the said order, will be subject to the final  result  of
the Special Leave Petitions.

5.    This order is passed without prejudice to the rights  and  contentions
of the parties at the time of the hearing of the Special Leave Petitions.

7.    Liberty given to file additional documents.

11.   Going back to the clauses in the agreement,  it  is  luminescent  that
there is a reference to the order passed by the High  Court  and  the  order
dated 30.6.2008 wherein this Court has recorded the settlement.    The  High
Court had unequivocally held that the MTCL has no authority  to  enter  into
any agreement in respect of the bus shelters and only  the  Corporation  has
the authority under the law.  The Chennai Corporation was  not  a  party  to
the  settlement.   It  is  interesting  to  note  that  from   the   clauses
incorporated in the agreement, it is reflective as if there was a  direction
by this Court to enter into this kind of settlement.   The  disturbing  part
is that the MTCL has entered into the agreement which has  to  remain  valid
for 12 years with the consortium of six firms without calling  for  tenders.
These facts are not only bewildering, but really shocking.
12.   In this background, the  seminal  question  that  is  required  to  be
addressed first is whether under the Act it is the Corporation or  the  MTCL
has the authority to deal  with  bus  shelters  for  passengers.   Mr.  C.A.
Sundaram, Mr. V. Giri and Mr. Ravindra Srivastava,  learned  senior  counsel
appearing for various parties in different appeals would  contend  that  the
High Court has fallen into error in its appreciation of  the  provisions  of
the Act and has erroneously come to hold that Corporation has the  authority
to exercise the powers for providing shelters to the passengers and to  deal
with the  shelters  for  any  commercial  venture  and  the  said  transport
undertakings are to be controlled and managed by  the  Corporation  and  the
MTCL has no authority to grant permission for establishing the bus  shelters
or to deal with them in any manner.  It is further urged by  them  that  the
High Court has failed to take note of the fact that at the  time  the  State
Government had conferred the power on MTCL to  deal  with  the  matter,  the
Corporation was under supersession and hence, the State Government  had  the
authority  to  act  on  behalf  of  the   Corporation   and   delegate   the
power/authority to MTCL and, therefore, there was no illegality  in  dealing
with the same.  Resisting the aforesaid contentions, it is submitted by  Mr.
Rohtagi, learned Attorney General that the analysis made by the  High  Court
cannot be found fault with because it is in consonance with  the  principles
of interpretation.  Similar  submission  has  also  been  canvassed  by  Mr.
Subramonium Prasad, learned AAG for the State of Tamil  Nadu  and  Mr.  C.U.
Singh, learned counsel for the writ petitioner.  As far as the authority  of
the State Government is concerned, it is urged by them that by the time  the
notification was issued, the elected  body  had  come  into  existence  and,
therefore, the State Government could  not  have  acted  on  behalf  of  the
Corporation.
13.   To appreciate the controversy, certain statutory  provisions  need  to
be referred to.  Sections 2(6) and 2(7) that define  "carriage"  and  "cart"
respectively read as follows:
"Carriage - "Carriage" means any  wheeled  vehicle  with  springs  or  other
appliances acting as springs and includes any  kind  of  bicycle,  tricycle,
rickshaw and palanquin but does not include any  motor  vehicle  within  the
meaning of the [Motor Vehicles Act, 1939 (Central Act IV of 1939)].

Cart - "Cart" includes any wheeled vehicle which is not a carriage but  does
not include any motor vehicle within the  meaning  of  the  [Motor  Vehicles
Act, 1939 (Central Act IV of 1939)]."

14.   Keeping the said definitions in view, we shall proceed  to  deal  with
certain other provisions of the Act.  Chapter IX of  the  Act  deals  Public
Streets.  Section 203 reads as follows:
"203. Vesting of public streets and their  appurtenances  in  corporation  -
(1) All public streets in the city not reserved under the  control  of  [the
Central or the State Government],  with  the  pavements,  stones  and  other
materials thereof, and all works,  materials  implements  and  other  things
provided for such streets, all drains, drainage works, tunnels and  culverts
whether made at the cost of the municipal fund or  otherwise,  in  alongside
or under any street, whether public or private, and  all  works,  materials,
implements and other things appertaining thereto and  all  trees  not  being
private property growing on public streets or by  the  side  thereof,  shall
vest in the corporation.

(2)   The State Government may by  notification  withdraw  any  such  street
drain, drainage work, tunnel, culvert, or  tree  from  the  control  of  the
corporation."

15.   From the aforesaid provisions, it  is  quite  vivid  that  all  public
streets and their appurtenances which are not reserved under the control  of
the Central or State Government shall vest in  the  Corporation.   Thus  the
reservation as engrafted under the provision is only meant for  the  Central
Government or the State Government.  Sub-section 2 of  Section  203  enables
the State Government to issue a notification withdrawing any street,  drain,
drainage, tunnel, culvert or tree from the control of the  Corporation.   It
is submitted by Mr. Rohtagi that Section 203(1) of the Act, barring  certain
streets, vests everything in the  Corporation.   The  State  Government  has
been conferred the power by the legislature to withdraw certain streets  and
other things from the control of the Corporation,  for  the  legislature  in
its wisdom has thought  it  appropriate  to  carve  out  an  exception  from
Section 203(1) and enabled the State to  deal  with  it  after  issue  of  a
notification.  As we perceive the said provision, public streets which  have
been vested in the Corporation,  unless  it  is  reserved  for  the  Central
Government or the State Government or unless a  notification  is  issued  to
withdraw in respect of certain streets and other things from the control  of
the Corporation, it has the absolute control.  This is the plainest  meaning
that can be placed on the aforesaid provision, for it does not admit of  any
other interpretation.
16.   Section 204 deals with maintenance and repair of  streets.   It  reads
as follows:
"204. Maintenance and repair of streets - The corporation  shall  cause  the
public streets to be maintained  and  repaired  and  make  all  improvements
thereto  which  are  necessary  or  expedient  for  the  public  safety   or
convenience."

17.   The aforesaid provision clearly envisages that it is the duty  of  the
Corporation to maintain, repair and improve the streets which are  necessary
and expedient  for  public  safety  and  convenience.   The  key  words  are
"safety"  and  "convenience"  and  that  is  the   responsibility   of   the
Corporation.
18.   Section 214 provides for protection of appurtenances and materials  of
streets.  It lays down that it shall not be lawful for any  person,  without
the permission of the  Commissioner,  to  displace,  take  up  or  make  any
alteration in the fence, posts, pavement, flags or other  materials  of  any
public street.  The Commissioner, needless to say, is  the  Commissioner  of
the Corporation.   Thus, it is clear  that  no  alteration  can  take  place
without the permission of the Commissioner,  for  it  is  the  duty  of  the
Corporation to maintain the streets and  also  it  is  obliged  to  see  the
convenience of the public.
19.   Section 214-A prescribes the  power  of  the  Corporation  to  recover
expenses  caused  by  extraordinary  traffic.   Section   220   deals   with
prohibition against obstruction in streets.  The said  provision  stipulates
that no one shall build any wall or erect any fence or other obstruction  or
projection or make any encroachment in or over  any  street  or  any  public
place the control of which is  vested  in  the  Corporation.    Section  222
empowers the Commissioner  to  remove  encroachments  by  following  certain
procedures.  Section 223 deals with power to allow certain  projections  and
erections.  Section 223-A deals with the power of  the  Council  to  set  up
hoardings and levy fees.  As the learned Attorney  General  has  highlighted
the said provision to bolster the proposition that it is  the  Corporation's
authority to deal with bus shelters and the  hoardings/  advertisements  put
on those shelters, it is apposite to reproduce the same:
"223-A. Power of Council to setup hoardings and levy fees - Subject  to  the
provisions of the Madras Open  Places  (Prevention  of  Disfigurement)  Act,
1959 (II of 1959) and Section 129-A to 129-F of this Act,  the  commissioner
may, with the sanction of  the  council,  set  up,  for  the  exhibition  of
advertisements, hoardings, erections  or  other  things  in  suitable  place
owned by, or vested in the corporation and may permit any person to use  any
such hoardings, erection  or  thing  on  payment  of  such  fee  as  may  be
prescribed by regulations made by the council in this behalf.

Explanation I. - For the purpose of Section 129-D and 129-E the  person  who
has been permitted to  use  any  hoarding,  erection  or  thing  under  this
Section shall be in addition to the  advertisements  Taxes  payable  by  him
under Section 129-A or advertisements exhibited by  him  on  such  hoarding,
executing or thing.

Explanation II. - For the removal of doubts, it is hereby declared that  any
fee payable by any person to use any hoarding, erection or thing under  this
Section shall be deemed to be the owner or the person in occupation of  such
hoarding, erection or thing."

20.   Laying emphasis upon the aforesaid quoted provision, it  is  urged  by
Mr. Rohtagi that exhibition of any advertisements, hoardings,  erections  or
other things in a suitable place owned by, or vested in the Corporation  has
to be dealt with by the Council and the Commissioner can set up places  with
the sanction of the Council and the said act has to be done  on  payment  of
such fee as may be prescribed by the Regulations  by  the  Council  in  that
behalf.  It is his submission that the Corporation has  been  conferred  the
power by the legislature and it cannot be scuttled by any authority.
21.   At this juncture, it is apt to refer to Section 285 of  the  Act.   It
deals with the provision of landing places,  cart-stands,  etc.   It  is  as
follows:-
"285.  Provisions  of  landing  places,  cart-stands,   etc.   -   (1)   The
Commissioner  may  construct  or  provide  public  landing  places,  halting
places, cart-stand, cattle-shed and cow-house and may charge and  levy  such
fees for the use of the same as the standing committee may fix.

Explanation - A cart stand shall, for the purpose of  this  Act,  include  a
stand for carriages including motor  vehicles  within  the  meaning  of  the
Motor Vehicles Act, 1939 and animals.

(2)   A statement of the fees fixed by the standing committee  for  the  use
of such place, shall be put up in English and Tamil in  a  conspicuous  part
thereof.

(3)   The commissioner may farm out the collection  of  such  fees  for  any
period not exceeding three years at a time, on such terms and conditions  as
he may think fit."

22.    This  provision  has  its  own   significance.    It   empowers   the
Commissioner to construct or provide public landing places, halting  places,
cart-stand, cattle-shed and cow-house and for levy of fees for  the  use  of
the same, which is determined by the standing committee of the  Corporation.
 The cart-stand, as the Explanation would show,  for  the  purposes  of  the
Act, includes stand  for  carriages  including  motor  vehicles  within  the
meaning of Motor Vehicles Act, 1939  (for  short,  "the  1939  Act").    The
definition of motor vehicle under the 1939 Act reads as follows:
"motor vehicle" means any mechanically propelled  vehicle  adapted  for  use
upon roads whether the power of propulsion is transmitted  thereto  from  an
external or internal source and includes a chassis to which a body  has  not
been attached and a trailer; but does not include  a  vehicle  running  upon
fixed rails or used solely upon the premises of the owner."

      The aforesaid definition indubitably would  include  a  bus.   Keeping
the same in view, we are to examine Section 285-A which has been  emphasised
by the learned counsel  for  the  parties.   The  said  provision  reads  as
follows:-
"285-A - Prohibition of use of public place or sides  of  public  street  as
cart-stand etc. - Where the  commissioner  has  provided  a  public  landing
place,  halting  place,  cart-stand,  cattle-shed,  or  cow-house,  he   may
prohibit the use for the same purpose by any  person  within  such  distance
thereof as may be determined by the standing committee of any  public  place
or the sides of any public street:

      Provided that nothing contained in this section  shall  be  deemed  to
authorise the commissioner to prohibit the use of any place in the  city  by
the State Government as a stand solely for motor vehicles belonging  to  the
Transport Department of the State Government.

23.   Section 285-B deals with  recovery  of  cart-stand  fees,  etc.  On  a
scrutiny of the said provision, it is limpid that the  Commissioner  of  the
Corporation has the power to take appropriate  action  for  the  purpose  of
recovery, if the fee leviable under sub-Section (1) of Section 285-B is  not
paid.  Section 285-C deals with licence fee  for  private  cart-stand.   The
provision also postulates that no person shall  open  a  new  cart-stand  or
keep open a private-cart stand unless he obtains  from  the  Commissioner  a
licence to do so and the owner of a place is required to apply for  licence.
 Section 285-C(5) provides for the licence fee  and  285-C(6)  provides  the
period of licence.
24.   A conjoint reading of the  aforesaid  provisions  make  it  absolutely
plain that the Corporation has the power under the Act to control the  cart-
stand which includes a stand  for  carriages  including  motor-vehicles  and
levy fees and also provide for licence, even for private cart-stand.
25.   Learned counsel for the  appellants  have  laid  immense  emphasis  on
Section  203(2)  and  proviso  to  Section  285-A  which  we  have   already
reproduced  hereinbefore.   Section  203(2)  as  has  been  stated  earlier,
empowers the State Government to issue a notification to withdraw  any  such
street, drain, drainage work, tunnel, culvert, or tree from the  control  of
the Corporation.  A reference is made to  the  notification  issued  by  the
State Government to pyramid the submission that the entire  area  where  the
bus shelters have been constructed, has been withdrawn from the  control  of
the Government.  We will advert to the  same  when  we  interpret  the  said
notification at a later stage.  Suffice it to say that  Section  203(2)  has
to be understood as an exception to Section 203(1) and there  has  to  be  a
specific notification, for the words used therein are "as such".  They  have
their own signification.
26.   Presently, we shall advert to the proviso to Section  285-A.   Section
285-A has to be read in conjunction with Section 285.  Section 285  empowers
the Commissioner to construct or  provide  public  landing  places,  halting
places, cart-stand, etc.  The Explanation includes  a  stand  for  carriages
that includes motor vehicles within the definition of  cart-stand.   Section
285-A authorises the Commissioner to prohibit use of public place  or  sides
of public street as cart-stand, etc.  by any  person  within  such  distance
which has to be determined by the standing committee.  The  proviso  carries
out an exception which stipulates that nothing contained  in  Section  285-A
shall be deemed to authorise the Commissioner to prohibit  the  use  of  any
place in the city by the State  Government  as  a  stand  solely  for  motor
vehicles belonging to the Transport Department of the State Government.
27.   Learned counsel appearing for the appellants would contend  that  MTCL
is a State undertaking and comes  under  the  Transport  Department.   On  a
reading  of  the  said  proviso,  it   is   graphically   clear   that   the
Commissioner's power cannot be extended to prohibit the use of any place  in
the city by the State Government  as  a  stand  solely  for  motor  vehicles
belonging to the Transport Department.  It is urged by the  learned  counsel
for the appellants that  the  vehicles  in  question  belong  to  the  State
undertakings and thereby to the Transport  Department  and,  therefore,  the
Commissioner has no role.  On a first blush, the aforesaid submission  looks
slightly attractive,  but  on  a  studied  scrutiny  it  has  to  pale  into
insignificance.  We are inclined to think so as Section 285  uses  the  term
"cart-stand" and by way of amendment, it has been  specified  that  a  cart-
stand would be 'stand' for a carriage including motor  vehicles  within  the
meaning  of  1939  Act.   The  proviso  to  Section  285-A  also  uses   the
phraseology "stand" solely  for  the  "motor  vehicles".   The  words  in  a
statute have to be construed in their grammatical sense.  Reasonableness  or
otherwise becomes material only when the statute is not clear.   Long  back,
the Privy Council in Corporation of  the  City  of  Victoria  V.  Bishop  of
Vancouver Island[1] has laid down thus:
"In the construction of statutes their words must be  interpreted  in  their
ordinary grammatical sense, unless there be something in the context, or  in
the object of the statute in which they occur, or in the circumstances  with
reference to which they are used, to show that they were used in  a  special
sense  different  from  their  ordinary  grammatical  sense.   In  Grey   V.
Pearson[2], Lord Wensleydale said:

"I have been long and deeply impressed with the wisdom of the  rule,  now  I
believe, universally adopted, at least in the Courts of Law  in  Westminster
Hall, that in  construing  wills,  and  indeed  statutes,  and  all  written
instruments, the grammatical and ordinary  sense  of  the  words  is  to  be
adhered to, unless that would lead to some absurdity, or some repugnance  or
inconsistency  with  the  rest  of  the  instrument,  in  which   case   the
grammatical and ordinary sense of the words may be modified, so as to  avoid
that absurdity and inconsistency; but no farther."

28.   In this context, it is also apposite to  refer  to  K.P.  Varghese  V.
Income Tax Officer, Ernakulam and Another[3],  wherein  the  Court  observed
thus:
"....... The task of interpretation  of  a  statutory  enactment  is  not  a
mechanical task. It is more than a mere  reading  of  mathematical  formulae
because few words possess the precision of mathematical symbols.  It  is  an
attempt to discover the intent of the legislature from the language used  by
it and it must always be remembered that language is at  best  an  imperfect
instrument for the expression of human thought and as pointed  out  by  Lord
Denning, it would  be  idle  to  expect  every  statutory  provision  to  be
"drafted with divine prescience and perfect clarity". We can  do  no  better
than repeat the famous words of Judge Learned Hand when he laid:

"... it is true that the words used, even in their literal  sense,  are  the
primary and  ordinarily  the  most  reliable,  source  of  interpreting  the
meaning of any writing: be it a statute, a contract or  anything  else.  But
it is one of the surest indexes of a mature and developed jurisprudence  not
to make a fortress out of the dictionary;  but  to  remember  that  statutes
always have some purpose or object  to  accomplish,  whose  sympathetic  and
imaginative discovery is the surest guide to their meaning."

29.   We have referred to the aforesaid authorities only to  highlight  that
the stand for motor  vehicles  in  its  grammatical  connotation  are  quite
explicit  and  conveys  a  definite  meaning.   It  basically  means  making
provisions for stands for motor vehicle.  The word used in  Section  285  is
cart-stand.  The explanation clearly states that  the  cart-stand,  for  the
purposes of this Act, would include motor  vehicles.   The  Corporation  has
been authorised by the Act to make provisions  for  cart-stands.   When  one
thinks of stand for motor vehicles, it only means, the parking place.   That
is the popular meaning of the word.  The  "stand",  if  one  would  like  to
conceive that it would  include  shelters  for  passengers,  it  will  be  a
grossly  unreasonable  interpretation.   It  has  to  be  given  the  common
parlance meaning.  While dealing with the concept of popular sense,  a  two-
Judge Bench of this Court in The Commissioner of Sales Tax, Madhya  Pradesh,
Indore V. M/s. Jaswant Singh Charan Singh[4], while dealing  with  the  said
facet has observed thus:
"This rule was stated as early  as  1831  by  Lord  Tenterdan  in  Attorney-
General v. Winstanley [1831] 2 D  &  Cl.  302.  Similarly,  in  Grenfell  v.
Inland Revenue Commissioner [1876]  I  Ex-D.  242,  Pollock,  B.,  observed,
"that if a statute contains language which is capable of being construed  in
a popular sense such statute is not to be construed according to the  strict
or technical meaning  of  the  language  contained  in  it,  but  is  to  be
construed in its popular sense, meaning of course,  by  the  words  'popular
sense', that sense which people  conversant  with  the  subject-matter  with
which the statute is dealing would attribute to it". But, "if a word in  its
popular sense and read in an ordinary way is capable of  two  constructions,
it is wise to adopt such a construction as is based on the  assumption  that
Parliament merely intended to give  so  much  power  as  was  necessary  for
carrying out the objects of the Act and not to give any unnecessary  powers.
In other words, the construction of the  words  is  to  be  adopted  to  the
fitness of the matter of the statute".

30.   The scheme of the entire Act, as we notice, is to confer the power  on
the Corporation to  have  control  over  the  public  streets  and  to  make
provisions for public convenience.  It is obligatory  on  the  part  of  the
Corporation to provide for stands.  In  addition,  the  Corporation  or  its
authorised officer, Commissioner, cannot prohibit a stand  meant  for  motor
vehicles  for  the  transport  Corporation.   The  legislative   intent   is
absolutely clear from the language used in various provisions  of  the  Act.
The purpose of interpretation is  to  understand  and  gather  the  mens  or
sententia legis of the legislature as has been  held  in  Grasim  Industries
Ltd. V. Collector of Customs, Bombay[5].   In the  aforesaid  authority,  it
has been held thus:

"The elementary principle of  interpreting  any  word  while  considering  a
statute is to gather the mens or sententia legis of the  legislature.  Where
the words are clear and there is no obscurity, and  there  is  no  ambiguity
and the intention of the legislature is clearly conveyed, there is no  scope
for the court to take upon itself the task of amending or  alternating  (sic
altering) the statutory provisions.  Wherever  the  language  is  clear  the
intention of the legislature is to  be  gathered  from  the  language  used.
While doing so, what has been said in the statute as also what has not  been
said has to be noted.  The  construction  which  requires  for  its  support
addition or substitution of words or which results  in  rejection  of  words
has to be avoided. As stated by the Privy Council in Crawford v.  Spooner[6]
"we cannot aid the legislature's defective phrasing of  an  Act,  we  cannot
add or mend and,  by  construction  make  up  deficiencies  which  are  left
there". In  case  of  an  ordinary  word  there  should  be  no  attempt  to
substitute  or  paraphrase  of  general  application.  Attention  should  be
confined to what  is  necessary  for  deciding  the  particular  case.  This
principle is too well settled and reference  to  a  few  decisions  of  this
Court would suffice. (See: Gwalior Rayons  Silk  Mfg.  (Wvg.)  Co.  Ltd.  v.
Custodian of Vested Forests[7], Union of India v. Deoki Nandan  Aggarwal[8],
Institute of Chartered Accountants  of  India  v.  Price  Waterhouse[9]  and
Harbhajan Singh v. Press Council of India[10].)"

31.    If  the  provisions  which  we  have  referred  to  hereinabove   are
understood  on  the  touchstone  of  aforesaid  principles   pertaining   to
statutory  interpretation,  there  remains  no  iota  of  doubt   that   the
legislature has conferred power on the Corporation to take necessary  action
for  public  convenience  and  make  provisions  for  the  cart-stand  which
includes the motor vehicles.  The exception  carved  out  by  a  proviso  to
Section 285-A of the Act does not remotely suggest that the legislature  has
even conceived of any other body like MTCL, which is  a  State  undertaking,
to even construct the bus shelters.  What has been engrafted in the  proviso
to Section 285-A of the Act is that the  Corporation  or  its  agent  cannot
prohibit the use of any place in the city to  be  used  for  motor  vehicles
belonging to Transport Department of the State Government as a  stand.    We
are of the considered opinion Section 285-A of the Act has  to  be  read  in
juxtaposition with Section 285 of the Act and by no stretch  of  suggestion,
it can be read to  include  bus  shelters.   The  word  "stand"  has  to  be
understood as per the common meaning given to it.   That  apart,  the  text,
context and the pattern of use of words do suggest  that  it  is  meant  for
providing stand for the motor vehicles.  In this regard, we  may  profitably
refer to a passage from Utkal Contractors & Joinery Pvt. Ltd. and others  V.
State of Orissa and others[11], which states as under:-

"No provision in the statute and no word of the statute may be construed  in
isolation. Every provision and  every  word  must  be  looked  at  generally
before any provision or word is attempted to be construed. The  setting  and
the  pattern  are  important.  It  is  again  important  to  remember   that
Parliament does not waste its breath unnecessarily. Just  as  Parliament  is
not  expected  to  use  unnecessary  expressions,  Parliament  is  also  not
expected to express itself unnecessarily. Even as Parliament  does  not  use
any word without meaning something, Parliament does not legislate  where  no
legislation is called for. Parliament cannot be  assumed  to  legislate  for
the  sake  of  legislation;  nor  can  it  be  assumed  to  make   pointless
legislation. Parliament does not indulge  in  legislation  merely  to  state
what it is unnecessary to state or to  do  what  is  already  validly  done.
Parliament may not be assumed to legislate unnecessarily. Again,  while  the
words of an enactment are important, the context is no less important."

32.   Applying the aforesaid principle, when we  scan  the  anatomy  of  the
provisions, we are impelled to arrive at  a  singular  conclusion  that  the
Corporation has the authority to deal with  cart-stand  which  includes  the
motor vehicles and the 'stand' as used in proviso to Section 285 of the  Act
only refers  to  the  stand  for  motor  vehicles  and  cannot  include  bus
shelters.
33.   At this juncture, we must take note of the submission,  though  feebly
made, by the learned counsel for the appellants that the word  'stand'  even
if construed as a stand equivalent  to  cart-stand,  would  mean  stand  for
motor vehicles only  and  not  include  bus  shelters  and,  therefore,  the
Corporation would not have the authority but the State Government will  have
the power.   The said submission has no legs to stand  upon  and  hence,  is
hereby rejected.   It is for the reason that the  Corporation  has  to  look
after the convenience of the people as enshrined under Section  204  of  the
Act.  The cumulative reading of the provisions and on  proper  understanding
of the scheme of the Act, there  remains  no  trace  of  a  doubt  that  the
Corporation has the authority  to  deal  with  the  'stands'  and  have  the
obligation to control and manage the bus shelters  for  public  convenience.
It is within the authority  of  the  Corporation  to  think  of  appropriate
management.
34.   The main thrust of argument of the learned counsel for the  appellants
is that the State Government has given the charge and the responsibility  to
the MTCL to construct bus shelters and MTCL being empowered by the  decision
of the State Government has entered into an agreement  with  the  appellants
and, therefore, no fault can be found with such an  action.   For  the  said
purpose, reliance has been placed on GOMs No. 14,  Municipal  Administration
and Water Supply Department dated 11.01.1993 which  had  allowed  the  State
transport undertaking to provide bus shelters  to  passengers  and  also  to
maintain them.  The said order as has been produced  in  the  order  of  the
High Court, reads as follows:-
"ORDER

       The  Expert  Committee  on  Transport  Sector  constituted   by   the
Government of Tamil Nadu in the G.O read above submitted its report.

2.    The Recommendation No. 109 made by the Committee read as follows:-

109.  Road maintaining Local Authorities  should  provide  Bus  Bay  Spaces,
Shelter for passengers to be provided by STUS as infrastructural  facilities
and they need to be maintained by STUs.

3.    After careful consideration, the Government accept the  recommendation
and direct that wherever it is  possible,  the  Municipal  Corporations  and
Municipalities  should provide bus bay spaces on the municipal  roads.   The
State  Transport  Undertaking  shall  be  allowed  to  provide  shelters  or
passengers and also to maintain them."

35.   The aforesaid Government order refers to  Recommendation  No.  109  of
the Committee.  Be it stated, an Expert Committee  was  constituted  and  it
had recommended  that  the  road  maintained  by  Local  Authorities  should
provide Bus Bay Spaces, Shelter for passengers to be  provided  by  STUs  as
Infrastructural facilities and they need to be maintained by STUs.
36.   Learned counsel for the appellants would contend that  the  Government
has authorised the said transport undertaking and  this  has  been  done  in
exercise of power under the proviso to Section 285-A of the  Act.   We  have
already explained the ambit and scope  of  Section  285-A  of  the  Act  and
proviso appended thereto.  The proviso carves out an exception  with  regard
to the stands to be used for motor vehicles owned  by  the  State  transport
undertakings when the State so decides and the same cannot be prohibited  by
the Commissioner of the Corporation.  The  "stand"  as  has  been  discussed
hereinbefore would only include "stand for  motor  vehicles".   The  "stand"
would not include shelters for passengers.  The "stand" as has  been  stated
earlier conveys the meaning of  either  a  "parking  place"  or  a  "halting
place" for  the  motor  vehicle.    In  common  parlance,  the  "stand"  and
"shelter for passengers" are quite different.   They  cannot  be  attributed
the same meaning.  The State Government could  have  issued  a  notification
specifying certain places as stands for  motor  vehicles  of  the  Transport
Department which may include State transport  undertakings  i.e.  MTCL,  but
the State Government, as we  understand  the  scheme  of  the  Act,  has  no
statutory authority to issue a notification  allowing  the  State  transport
undertakings to provide shelters for passengers.   It  is  well  settled  in
law  that  neither  the  Rule  nor  a  Regulation  nor  a  Notification  can
transgress the postulates engrafted  under  the  Act.   In  General  Officer
Commanding-in-Chief V. Dr. Subhash  Chandra  Yadav[12],  it  has  been  held
that:
"......before a rule can have the  effect  of  a  statutory  provision,  two
conditions must be fulfilled, namely (1) it must conform to  the  provisions
of the statute under which it is framed; and (2) it must  also  come  within
the scope and purview of the rule making power of the authority framing  the
rule.  If either of these two conditions  is  not  fulfilled,  the  rule  so
framed would be void."

37.   In B.K. Garad V. Nasik Merchants Co-op. Bank  Ltd.[13],  it  has  been
ruled that if there is any conflict between a statute  and  the  subordinate
legislation, the statute shall prevail over the subordinate legislation  and
if the subordinate legislation is not in conformity with  the  statute,  the
same has to be ignored.
38.   In Additional District  Magistrate  (Rev.),  Delhi  Administration  V.
Shri Ram[14], it has been opined that it  is  a  well  recognized  principle
that conferment of rule making power by an Act  does  not  enable  the  rule
making authority to make a rule  which  travels  beyond  the  scope  of  the
enabling Act or which is inconsistent therewith or repugnant thereto.
39.   Tested on the anvil of the aforesaid authorities, it can be said  with
certitude that an order of the present nature could not have been issued  by
the State Government, for it is not in  conformity  with  the  Act  and,  in
fact, travels beyond the statutory provisions.
40.   In view of our foregoing analysis, the opinion expressed by  the  High
Court that the Corporation has the power  or  authority  to  deal  with  the
streets, subject to restrictions under the Act and the MTCL has no power  or
authority to deal with the same on the basis of the government order,  which
has been referred to hereinabove, is absolutely justified in law.
41.   Presently, we have to dwell  upon  the  equitable  facet.   Before  we
delve into the arena whether the appellants deserve any equity  or  not,  we
may  profitably  refer  to  certain  authorities  where  the  equity  cannot
operate.    In Kedar Lal Seal  and  another  V.  Hari  Lal  Seal[15],  while
dealing with the concept of a solution on the basis of equities,  Bose,  J.,
speaking for the Bench stated thus:
"I am of the opinion that the second solution  adumbrated  earlier  in  this
judgment, based on equities, must be ruled out at once.  These matters  have
been dealt with by statute and we are  now  only  concerned  with  statutory
rights and cannot in the face of the statutory provisions have  recourse  to
equitable principles however fair they may appear to be at first sight."

42.   In  Raja  Ram  Mahadev  Paranjype  &  Others  V.  Aba  Maruti  Mali  &
Others[16], a three-Judge Bench has opined that
"equity does not operate to annul a statute.  This appears to us to be  well
established but we may refer to While and Tudor's Leading  cases  in  Equity
(9th ed. P. 238), where it is stated:

Although, in cases of contract between parties, equity  will  often  relieve
against penalties  and  forfeitures,  where  compensation  can  be  granted,
relief can never be given against the provisions of a statute."

43.   In P.M. Latha and Anr. V. State of Kerala and Ors.[17],  it  has  been
opined:
"Equity and law are twin brothers and law should be applied and  interpreted
equitably but equity cannot override written or settled law........"

44.   In  Raghunath  Raj  Bareja  and  Anr.  V.  Punjab  National  Bank  and
Ors.[18], the Court observed that it is well settled that when  there  is  a
conflict between law and equity, it is the law which has  to  prevail.   The
Court further ruled that equity  can  supplement  the  law,  but  it  cannot
supplant or override it.  In this context, reliance  was  also  placed  upon
Madamanchi Ramappa v. Muthaluru Bojjappa[19],  Laxminarayan  R.  Bhattad  v.
State of Maharashtra[20], Nasiruddin v. Sita Ram Agarwal[21], E.  Palanisamy
v. Palanisamy[22], India House v. Kishan N. Lalwani[23].
45.   In the case at hand, as we have concluded that it is  the  Corporation
who has the authority to deal with  the  bus  shelters  and  not  MTCL,  the
equity has to yield to law.  It is submitted by the learned counsel for  the
appellants that they have spent huge amount in erecting the  structures  and
also  doing  certain  ancillary  things  in  that  regard  and,   therefore,
appropriate extension should be granted.  Such a prayer,  needless  to  say,
is in the realm of equity.  It cannot be granted as that  will  violate  the
law.  The contract between the MTCL  and  the  appellants  cannot  bind  the
Corporation.  Had there been an irregularity in the contract or  any  lapse,
then the question of invoking the principle of equity could have arisen  but
as it is perceptible, it is an agreement between two parties in  respect  of
an act, which one of the parties is not entitled to enter into as it has  no
legal authority.
46.   That apart, while dealing with the issue of equity, we are obliged  to
deal with the conduct of the parties.  The High Court had decided  the  writ
petition in favour of the Corporation.  The MTCL was very  much  aware  that
it has no authority to enter into any kind of contract for bus  shelters  as
it was within the domain of the Corporation.  This Court,  at  no  point  of
time, had stayed the operation of the judgment passed  by  the  High  Court.
The only order that was passed on 19.1.2007 was to  the  effect  that  until
further orders, no action  shall  be  taken  in  relation  to  bus  shelters
allotted to the petitioners subject to payment of all licence  fee.   Be  it
stated, an application was filed seeking clarification of  the  order  dated
19.01.2007.  On 10.3.2008, the Court passed the order that the  applications
for clarification and directions shall be considered along with the  special
leave petition.  After the  said  order,  the  memo  was  filed,  which  has
already been reproduced. What is disturbing is that the MTCL entered into  a
compromise/  settlement  with  the  appellants  and  on  the  basis  of  the
compromise entered into an agreement.   In  the  agreement,  as  we  notice,
there is a reference to this Court's order describing that in  pursuance  of
the order passed by this Court, the agreement was entered into.  This  Court
had never  passed  any  order/direction  in  that  regard.   The  Court  had
disposed of the matter on  the  basis  of  the  compromise.   There  was  no
decision by this Court.  In such a situation, when the parties entered  into
an agreement and knowing fully well that the decision of the High Court  was
still staring at them, which cannot be countenanced.
47.   The claim of equity has also to be adjudged on the bedrock  of  truth.
In Dalip Singh V. State of Uttar  Pradesh  and  Others[24],  the  Court  has
observed thus:

"...... Truth constituted an integral part of  the  justice-delivery  system
which was in vogue in the pre-Independence era and the people used  to  feel
proud to  tell  truth  in  the  courts  irrespective  of  the  consequences.
However, post-Independence period has seen  drastic  changes  in  our  value
system. The materialism has overshadowed the old ethos  and  the  quest  for
personal gain has become so intense that those  involved  in  litigation  do
not  hesitate  to  take  shelter   of   falsehood,   misrepresentation   and
suppression of facts in the court proceedings.

In the last 40 years, a new creed of litigants has  cropped  up.  Those  who
belong to this creed do not have any respect  for  truth.  They  shamelessly
resort to falsehood and unethical means for achieving their goals. In  order
to [pic]meet the challenge posed by this new creed of litigants, the  courts
have, from time to time, evolved new rules and it is  now  well  established
that a litigant, who attempts to  pollute  the  stream  of  justice  or  who
touches the pure fountain of justice with tainted hands, is not entitled  to
any relief, interim or final".

48.   In Amar Singh V. Union of India and others[25], a two-Judge Bench  has
laid down:
"Courts have, over the centuries, frowned upon litigants  who,  with  intent
to deceive and  mislead  the  courts,  initiated  proceedings  without  full
disclosure of  facts.  Courts  held  that  such  litigants  have  come  with
"unclean hands" and are not entitled to be heard  on  the  merits  of  their
case."

      In the said case, it is also stated that it is one of the  fundamental
principles of jurisprudence that litigants must observe  total  clarity  and
candour in their pleadings.
49.     In   the   instant   case,   the   appellants   entered    into    a
compromise/settlement with the MTCL.  They were  fully  aware  of  the  fact
that as per the High Court judgment, MTCL did not have  the  authority.   On
the basis of the judgment of the High Court, such  a  settlement  could  not
have been entered into. Despite the same, a settlement was entered  and  the
cases were disposed of.
50.   It is clear as a noon day that the MTCL, a  wing  of  State  Transport
Department  transgressed  its  powers,  and  we  are   inclined   to   think
deliberately.  In this context, a passage from  Westminster  Corporation  V.
London & North Western Railway[26], as  has  been  reproduced  in  State  of
Bihar V. Kameshwar Singh[27], is apposite to quote:
"It is well settled that a public body invested with statutory  powers  such
as those conferred upon the corporation must take  care  not  to  exceed  or
abuse its  powers.   It  must  keep  within  the  limits  of  the  authority
committed to it.  It must act in good faith.  And it  must  act  reasonably.
The last proposition is involved in the second, if not in the first."

51.   We have referred to the  aforesaid  authorities  for  the  proposition
that the MTCL, which is an undertaking of State  Transport  Department  that
has been granted some benefit under the Act, knowing fully well that it  has
no authority to enter into a settlement, has entered into  an  agreement  in
respect of bus shelters after the judgment of  the  High  Court  of  Madras,
consciously it  proceeded  to  do  so  and,  in  fact,  did  enter  into  an
agreement.  It would have been appropriate on its part  from  all  spectrums
to remain within its bounds.  It failed to do so.   When  a  power  had  not
been conferred on MTCL to do so and it exercises that power under the  cloak
of a power conferred, it really paved the path of deviance.  The  appellants
could not have legitimately entered into a settlement  with  the  MTCL.   It
could not have entered into an agreement with the State  undertaking.   This
was a clear deceit on the part of the appellants in collusion with the  MTCL
to frustrate the legal  rights  of  the  Corporation.   It  is  a  deception
intended to get an advantage.  It is another  matter  that  the  Corporation
did not wake up to save its own interest.  The writ petitioner, for his  own
individual interest, made a prayer to recall of the  order  and  thereafter,
as we find, the Corporation has woken from slumber.  Be that as it  may,  it
was a loss to the Corporation and the Corporation is a public  body  and  it
is expected to protect and handle  its  finances  for  the  benefit  of  the
persons who are covered under the Act.  The conduct of the appellants,  from
any angle, is absolutely depreciable.
52.   Another aspect to be taken note of.  The agreement  has  been  entered
into by the appellants with the MTCL for a period of 12 years.  Despite  the
direction of the High Court that the Commissioner of Corporation of  Chennai
shall call for tenders from intending sponsors.  True it is, the High  Court
has passed certain orders relating  to  interim  arrangement  but  that  was
solely for the purpose of protecting  the  interest  of  the  commuters.   A
public authority like the Corporation is not supposed  to  enter  into  this
kind of private negotiations without calling for a tender, especially  while
entering into a contract for the purpose of providing bus shelters.   It  is
well settled in law that wherever a contract is to be awarded or  a  licence
is sought to be given, it is obligatory on the part of the public  authority
to adopt a transparent and fair method.  It  serves  two  purposes,  namely,
participation of all eligible competitors and giving a fair  opportunity  to
them  and  also  generating  maximum  revenue.   In  this  context,  we  may
profitably refer to a two-Judge Bench in Nagar Nigam, Meerut  V.  Al  Faheem
Meat Exports (P) Ltd. & Others[28], wherein it has been held as follows:
"The law is well settled that contracts  by  the  State,  its  corporations,
instrumentalities and agencies  must  be  normally  granted  through  public
auction/public tender by inviting tenders  from  eligible  persons  and  the
notification of the public auction or inviting tenders should be  advertised
in well-known dailies having wide  circulation  in  the  locality  with  all
relevant details such as date, time and place of auction, subject-matter  of
auction, technical specifications, estimated cost,  earnest  money  deposit,
etc. The award of government contracts through public auction/public  tender
is to ensure transparency in the public  procurement,  to  maximise  economy
and efficiency in government procurement,  to  promote  healthy  competition
among the tenderers, to provide for fair  and  equitable  treatment  of  all
tenderers,  and  to  eliminate  irregularities,  interference  and   corrupt
practices by the authorities concerned. This is required by  Article  14  of
the Constitution......"

53.   Needless to say, there can be a situation for good reasons a  contract
may be granted by  private  negotiation  but  that  has  to  be  in  a  very
exceptional circumstance, for in the  absence  of  transparency  the  public
confidence is not only shaken but shattered.  In the case at  hand,  as  the
contract has been entered by way of some kind  of  understanding  reason  of
which is quite unfathomable, such a contract has to be treated as  vitiated,
applying this principle also.
54.   From the aforesaid analysis, it is luculent that there  was  a  deceit
practiced by the appellants in collusion with MTCL and  the  authorities  of
the MTCL had acted with full knowledge against the statute and  against  the
interest of the Corporation.  The beneficiaries are the appellants.  As  far
as the MTCL functionaries are concerned, we do not intend  to  say  anything
as we have been apprised by Mr. Subramonium  Prasad,  learned  AAG  for  the
State of Tamil  Nadu  that  certain  proceedings  are  pending  against  the
functionaries of the MTCL.  We will be failing in our  duty  if  we  do  not
take note of the fact that the Corporation  should  have  been  vigilant  to
protect its own interests.  However, as is perceived, it  did  not  wake  up
for long.  The State remained a silent spectator to all that was  going  on.
Under these circumstances, prayer has been made on behalf of the  appellants
to show equity and allow them to continue at least for two years.   Needless
to emphasise, it has been canvassed as an alternative submission.  The  said
alternative  submission  does  not  deserve  consideration.   To  think   of
acceptation of such a submission,  we  will  be  adding  a  premium  to  the
appellants who have crucified the law and played possum of the existence  of
the judgment of the High Court and in the ultimate  eventuate  designed  the
plan to have the  benefit  of  12  years;  'a  yuga'  for  availing  illegal
benefit',  which  is  impermissible  and  belongs  to  the  Corporation  and
required to be dealt with in accordance with law.  The whole action,  as  we
perceive, is a fiscal pollution.  It is, if we allow ourselves  to  say  so,
an acid rain on finance that can really crumble and collapse  the  financial
health of the Corporation, which, in  a  democracy,  is  impermissible.   It
compels us to say that the skillfully designed scheme has  the  potentiality
to bring in ruination in an orderly society  governed  by  law;  as  if  the
appellants are determined to treat the proceeding in a court  equivalent  to
experimentation in a laboratory or an adventure in  a  garden  that  has  no
boundary.
55.   In view of the aforesaid analysis, the contracts entered into  by  the
appellants with the MTCL  cannot  be  sustained  and  they  are  accordingly
annulled.   It  is  directed  that  the  Corporation  shall  take  over  the
management of the bus shelters forthwith and  shall  proceed  to  deal  with
them for all purposes by taking recourse to procedure of tender  or  auction
which should be fair and transparent.  This direction of ours shall  prevail
all other directions issued by the High Court.
56.   At this juncture, we may note that a submission was canvassed  by  the
appellants that they  have  spent  huge  amount  of  money  in  putting  the
structures and  making  certain  arrangements.   As  we  have  annulled  the
contract and their  conduct  is  decryable,  the  said  facet  of  spending,
whatever may be the extent, is absolutely irrelevant and we  so hold.
57.   Consequently, the civil appeals arising out  of  SLP(C)  Nos.  276  of
2007 and 852 of 2007 are dismissed and the appellants,  namely,  M/s.  White
Horse Communication, M/s. Aim  Associates  Ltd.,  M/s.  S.S.  International,
M/s. Front Line Media, M/s. Graphite Publicities and M/s.  Vaishnavi  Images
shall pay a cost of Rs.5 lakhs each to the Corporation within  a  period  of
eight weeks from today.  The writ petition and appeal preferred by Mr.  A.T.
Mani are disposed of in terms of our order and the order of the  High  Court
is affirmed to the extent it holds that the Corporation has  the  authority.
As far as other directions are concerned, they are  given  for  a  specified
period and hence, have lost their force and utility.  As far  as  the  order
directing calling for tender, we have modified the  same  direction  as  per
our direction and the Corporation shall  follow  the  directions  which  are
stated hereinabove.  We expect the Corporation to act in  quite  promptitude
and become more vigilant, for it protects the collective interest.

                                  ........................................J.
                                                        [DIPAK MISRA]


                                 .........................................J.
                                                   [UDAY UMESH LALIT]

NEW DELHI
DECEMBER 12, 2014.

ITEM NO.1A               COURT NO.6               SECTION PIL
(For judgment)
               S U P R E M E  C O U R T  O F  I N D I A
                       RECORD OF PROCEEDINGS

                   Writ Petition(s)(Civil) No(s). 223/2009

M/S NOVA ADS                                       Petitioner(s)

                                VERSUS

METROPOLITAN TANSP.CORP.& ORS.                     Respondent(s)

WITH
SLP(C) No. 276/2007
SLP(C) No. 852/2007
SLP(C) No. 11880/2009

Date : 12/12/2014      These petitions were called on for
            pronouncement of judgment today.

For Petitioner(s)      Mr. C.U. Singh, Sr. Adv.
WP(C) 233/09           Mr. B. Raghenth Basant, Adv.
                       Ms. Liz Mathew, Adv.
                       Ms. Shruti Iyer, Adv.

SLP(C) 276/07          Mr. V. Giri, Sr. Adv.
                       Mr. Nikhil Nayyar, Adv.
                       Mr. Ambuj Agrawal, Adv.
                       Mr. Dhananjay Baijal, Adv.
                       Ms. Akanksha, Adv.
                       Mr. K.S. Natarajan, Adv.

SLP(C) 852/07          Mr. Ravindra Srivastava, Sr. Adv.
                       Mr. K.S. Natarajan, Adv.
                       Mr. Nikhil Nayyar, AOR
                       Mr. Dhananjay Baijal, Adv.
                       Ms. Akanksha, Adv.

SLP(C)11880/07         Mr. V. Ramasubramanian, AOR
                       Ms. Shruti Iyer, Adv.

For Respondent(s)      Mr. Mukul Rohatgi, A.G.
No.2 in SLP 276/07  Mr. Jayanth Muth Raj, Adv.
(Corpn. Of       Mrs. Malavika J., Adv.
Chennai)            Mr. Sureshan P., AOR

For R-3 to 8           Mr. C.A. Sundaram, Sr. Adv.
in WP(C) 223/09  Mr. K.S. Natarajan, Adv.
                       Mr. Nikhil Nayyar, AOR

                       Mr. Dhananjay Baijal, Adv.
                       Ms. Akanksha, Adv.

                       Mr. Subramonium Prasad, Adv.
                       Mr. B. Balaji, AOR
                       Mr. R. Rakesh Sharma, Adv.
                       Ms. R. Shase, Adv.
                       Mr. Paramveer, Adv.
                       Mr. Rajiv Dalal, Adv.

                       Mr. S. Thananjayan, Adv.

                       Mr. T. Harish Kumar, Adv.

                       Mr. V. N. Raghupathy, Adv.

      Hon'ble Mr. Justice Dipak Misra pronounced the reportable judgment  of
the Bench comprising His Lordship and Hon'ble Mr. Justice Uday Umesh Lalit.
      Leave granted in all the special leave petitions.
      The civil appeals arising out of SLP(C) Nos. 276 of 2007  and  852  of
2007 are dismissed.  The writ petition and  appeal  preferred  by  Mr.  A.T.
Mani are disposed of in terms of the signed reportable judgment.

      (R.NATARAJAN)                               (H.S. PARASHER)
       Court Master                                Court Master
            (Signed reportable judgment is placed on the file)
-----------------------
[1]     AIR 1921PC 240
[2]     (1957) 6 H.L.C. 61
[3]     (1981) 4 SCC 173
[4]     AIR 1967 SC 1454
[5]     (2002) 4 SCC 297
[6]     (1846) 6 Moore PC 1
[7]     (1990) Supp SCC 785
[8]      (1992) SCC (L&S) 248
[9]      (1997) 6 SCC 312
[10]    (2002) 3 SCC 722
[11]    (1987) 3 SCC 279
[12]    (1988)  2 SCC 351
[13]    (1984) 2 SCC 50
[14]   (2000) 5 SCC 451
[15]    AIR 1952 SC 47
[16]    AIR 1962 SC 753
[17]    (2003) 3 SCC 541
[18]    (2007) 2 SCC 230
[19]    AIR 1963 SC 1633
[20]   (2003) 5 SCC 413
[21]    (2003) 2 SCC 577
[22]    (2003) 1 SCC 123
[23]    (2003) 9 SCC 393
[24]    (2010) 2 SCC 114
[25]    (2011) 7 SCC 69
[26]    (1905) AC 426
[27]    AIR 1952 SC 252
[28]    (2006) 13 SCC 382