IN THE HIGH COURT AT CALCUTTA

CIVIL APPELLATE JURISDICTION

Present:

The Hon’ble Acting Chief Justice Jyotirmay Bhattacharya

AND
The Hon’ble Justice Arijit Banerjee

M.A.T. 2140 of 2017

with
CAN 11933 of 2017

Bridge & Roof Company (India) Limited

Executives’ Association & Another
versus
Union of India & Others

For the Writ Petitioners/Appellants : Mr. S. N. Mookherjee, Sr.Adv.,

Mr. Soumya Majumdar,
Mr. Mainak Ganguly.

For the Union of India : Mr. Kausik Chanda, ld. A.S.G.,

Mr. Salil Kumar Maity,
Ms. Sumitra Das.

Heard On : 20-12-2017.

Judgement On : 20-12-2017.

Arijit Banerjee, J. : By consent of the parties, both the appeal and the

application for stay filed in connection therewith are taken up for hearing.

Two writ petitions were filed before the learned Single Judge. In both the

writ petitions, the subject-matter of challenge was the decision of the Central

Government to go for 100% disinvestment in Bridge and Roof Company (India)

Limited. The first writ petition was filed by the Workers’ Union. Prayer for interim

order was refused. Subsequently the second writ petition was filed by the

Company’s Executives’ Association. The learned Judge noted that though there

were two additional grounds in the second writ petition, yet, the same did not

make the nature and character of that writ petition different from the earlier writ

petition. Since interim order had been refused in the first writ petition, the

learned Judge declined to pass any interim order on the second writ petition also.

Direction for exchanging affidavits was given in both the writ petitions.

The writ petitioners have come up by way of two appeals against refusal of

the learned Judge to pass interim order.

Learned counsel for the appellants submits that the decision of the

Government to undertake disinvestment in the said Company is completely

arbitrary. It is a profit making Company. Loss making companies have been

given financial aid to overcome the crisis. There is no valid reason for deciding to

disinvest in Bridge and Roof Company (India) Limited. Secondly, it is submitted

that the economic policy for disinvestment that the Government has been

formulated is also not been adhered to. Thirdly, it is submitted that the

Administrative Ministry has been assigned an important role in the matter of

disinvestment of the said Company, but the views of the said Ministry are not

being considered.

Mr. Chanda, learned Additional Solicitor General appearing for the Union

of India submits that the Central Government has taken a policy decision only to
carry on business in strategic areas, for example, Defence. In all other areas, the

Government has decided to privatize the businesses. Pursuant to such policy, the

decision to disinvest 100% shareholding in Bridge and Roof Company (India)

Limited has been taken. It is not a question whether a particular company in

respect of which such a decision has been taken, is a loss making company or a

profit making company. The Court should not interfere with the Government’s

economic policy, submitted Mr. Chanda.

We have heard learned counsel appearing for the parties. It is true that

ordinarily the Court will not interfere with a policy decision of the Government.

However, if such a decision is completely arbitrary or so unreasonable that it

pricks the conscience of the Court, it cannot be said that the Court does not have

the power to interfere with the matter in larger public interest. According to us,

the points raised by learned counsel appearing for the appellants need to be gone

into in details and the stand of the Union of India needs to be put on affidavit.

Such exercise, in our opinion, should be completed before the learned Single

Judge who shall decide the matter on merits after affidavits are completed.

However, in the meantime, unless some degree of protection is granted and the

disinvestment process is completed, nothing will remain of the writ petitions.

Further, unless limited protection is granted, third party interest may be created

in respect of the shareholding of the Company concerned which will create

unnecessary complications.
 Accordingly, we direct that although the Government shall be at liberty to

continue with the process of disinvestment of Bridge and Roof Company (India)

Limited, the Government shall not effect transfer of shareholding of the Company

in favour of anybody without leave of the Court. All other steps including the

process of auctioning the Government will be free to undertake which will

naturally abide by the result of the writ petitions.

The learned Single Judge shall decide the writ petitions without being

influenced by any of the observations made in this order.

Since no affidavit has been called for in connection with the stay

application, the allegations in the stay petition shall be deemed to be not

admitted.

With the aforesaid observations, the appeal and the application for stay

filed in connection therewith are disposed of.

Urgent photostat certified copy of this order, if applied for, be given to the

parties as expeditiously as possible.

(JYOTIRMAY BHATTACHARYA, A.C.J.) ( ARIJIT BANERJEE, J. )

dc.