Case: Doypack Systems Pvt. Ltd.  Vs. Union of India (UOI) and Ors

The question as to one more property known as Shrubbery property whether it has been taken over or not is still to be argued and is not covered by this judgment.2. In order to appreciate the question in these matters it has to be borne in mind that there were six original proceedings initiated by various parties which gave rise to these civil appeals, special leave petitions and the transferred cases to this Court. These six original proceedings are as follows:On 18th of February, 1987 Suit No. 418 of 1987 was filed before the Delhi High Court by one Naresh Kumar Parti against Dr. Raja Ram Jaipuria, Swadeshi Polytex and others, praying for an order of injunction restraining the company from holding the 17th annual general meeting on the ground that 34% shares in Swadeshi Polytex have vested in National Textile Corporation (briefly referred to as NTC) in view of Sections 3 and 4 of the said Act. In this suit an application for grant of interim injunction was also filed praying that in the event the annual general meeting of the company is allowed to be held, an independent Chairman should be appointed to conduct the meeting. Notice in respect of the said application was served upon the respondents on 20th of February, 1987. On 4th March, 1987 the Delhi High Court refused to pass any order in view of the order already passed by the Allahabad High Court mentioned hereinafter. Against this order of the Delhi High Court, two special leave petitions were filed in this Court one by Doypack Systems Pvt. Ltd., which was defendant No. 10 in the Delhi suit. (Consequent upon grant of. leave, the special leave petition came to be registered as Civil Appeal No. 577 of 1987.) The other special leave petition was filed by the plaintiff in the Delhi suit, Naresh Kumar Parti. (Consequent upon grant of leave, the special leave petition came to be registered as Civil Appeal No. 578 of 1987). On 24th of February, 1987 one Hari Prasad Aggarwal, filed a suit being Case No. 183 of 1987 in the court of third Additional civil Judge, Kanpur praying, inter alia, that Shri Raja Ram Jaipuria should not preside over the 17th annual general meeting of the Company. On 27th of February, 1987, the application for interim injunction filed in the said suit was dismissed by the learned trial Judge. In appeal which is not yet numbered preferred by the plaintiff before the Allahabad High Court an order was passed by the Court on 2nd March, 1987 appointing Shri M.P.Wadhawan as the Chairman of the said annual general meeting. The consenting parties to the said proceedings before the Allahabad High Court were Shri Raja Ram Jaipuria and Swadeshi Polytex Limited. Against this order of 2nd March, 1987 passed by the Allahabad High Court M/s. Doypack Systems Private Limited preferred a special leave petition in this Court. Leave was granted and as mentioned hereinbefore it was registered as Civil Appeal No. 577 of 1987. The three special leave petitions were heard together as Civil Appeals Nos. 577, 578 and 579 of 1987 and were disposed of by a common order on 6th March, 1987 by this Court appointing Shri Jaswant Singh as the Chairman of the said annual general meeting.3. On 26th of February, 1987 another suit being Suit No. 506 of 1987, was filed in the Delhi High Court by one Mukesh Bhasin praying, inter alia, for a declaration that Swadeshi Cotton and Swadeshi Mining had no right in respect of 34% of the shareholdings in Swadeshi Polytex and that the said shares were vested in NTC by virtue of the said Act. By an order dated 9th of March, 1987 the Delhi High Court disposed of that application. The learned Judge in that case was prima facie satisfied that the plaintiff in that case was entitled to an injunction claimed by him in the meeting to be presided over by Shri Jaswant Singh. He granted injunction restraining the defendants Nos. 3 and 4 in that suit from exercising any right whatsoever attached to 34% shares of defendant No. 2 held by them and particularly any voting rights in the annual general meeting which was scheduled to be held on 9th of March, 1987 till decision of that suit. This order was brought to the notice of this Court by CMP forming part of Civil Appeal Nos. 577-79 of 1987. On 9th of March, 1987 on that CMP this Court passed an order directing that NTC, Swadeshi Cotton and Swadeshi Mining, all shall be entitled to vote at the annual general meeting and the question as to who were the rightful voters would be decided by the Chairman of the meeting. It was further directed that the Chairman would keep these votes separately. This is the Transferred Case No. 14 of 1987 herein. On 7th of March, 1987 one Mukesh Jasnani a shareholder in Swadeshi Polytex filed a writ petition in the Allahabad High Court (Lucknow Bench). The High Court by its order dated 7th of March, 1987 dismissed that writ petition. The High Court in the said order observed that Swadeshi Cotton and Swadeshi Mining would be entitled to vote at the 17th annual general meeting in respect of their shares which, according to NTC had vested in them. Against this order dated 7th March, 1987, Doypack Systems preferred a special leave petition being SLP (Civil) No. 3112 of 1987. On 9th March, 1987 this Court passed orders in this special leave petition directing that the meeting would be held under the Chairmanship of Shri Jaswant Singh notwithstanding any carder made by any court, including the order dated 3rd March, 1987 passed by the Division Bench of the Allahabad High Court. This Court also vacated the operative portion of the directions contained in the order dated 7th March, 1987 passed by the Allahabad High Court.4. On 6th of April, 1987 M/s. Swadeshi Mining and Manufacturing Company filed a civil writ petition No. 2214 of 1987 in the Allahabad High Court (Lucknow Bench) praying,. inter alia, for stay of the operation of the letters dated 24/30th March, 1987 addressed by NTC to Swadeshi Mining and Manufacturing and Swadeshi Cotton Mills Company Limited, calling for an Extraordinary General Meeting of the shareholders for removal of the Directors of Swadeshi Mining and Manufacturing Company Limited. The Division Bench of the High Court (Lucknow Bench) passed an order on 6th of April, 1987, staying the operation of the said letters addressed by NTC to the companies. Against that order, M/s. Doypack Systems Pvt. Ltd. filed a special Leave Petition No. 4826 of 1987. NTC also filed a special leave petition against the said order, being SLP No. 5240 of 1987 in this Court. Both these petitions were heard by this Court on 5th May, 1987. By an order passed on 5th May, 1987 this Court directed that Suit No. 506 of 1987 filed in the Delhi High Court and writ petition No. 2214 of 1987 pending in the Allahabad High Court (Lucknow Bench) be transferred to this Court (subsequently, registered as Transferred Cases Nos. 14 and 13 of 1987 respectively). Consequent upon leave granted by this Court by the order dated 21st of January, 1987 NTC filed a civil suit in the District Court at Kanpur seeking a declaration of its title in respect of Shrubbery property in Kanpur. The learned Trial Judge refused any interlocutory injunction in the said suit against which an appeal was preferred before the High Court of Allahabad which was also declined and, consequently, NTC filed Special Leave Petition No. 7045 of 1987 in this Court. This application is still pending and is awaiting disposal. In this background these matters will have to be disposed of.

Reasoning:
As good deal of reliance was placed on behalf of the petitioners on this decision, it must be emphasised that the decision must, however, be understood in the context of the facts and the language used in the order passed under Section 18AA of the IDR Act whereby only the management had been taken over and not the rights of the company therein. But by the present Act in question on the appointed day every textile undertakingana the right, title and interest of the company in relation to every textile mill of such textile undertakings were transferred to and vested in the Central Government and such textile undertakings would be deemed to include all assets and so in the context of this provision the reference and the reliance on the decision of the Balkrishan Gupta and Ors. v. Swadeshi Polytex Ltd. and Ors. (supra) is not, in our opinion, appropriate. It is true by the IDR Act only management was taken over, but a further point was sought to be built up on behalf of the petitioners that the Act in question was passed to regularise what was taken over. So because of this decision shares were not taken over by the Act. In view of the significant difference between the objects of taking over of the assets and the taking over of the management this submission has to be stated to be rejected.10. It was further urged before us that this Act was preceded by an ordinance namely, Swadeshi Cotton Mills Company Limited (Acquisition and Transfer of Undertakings) Ordinance, 1986 which was promulgated on 19th of April, 1986. Section 10 of the Ordinance entitled, it was submitted, NTC to exercise control over the business of the undertakings taken over. The NTC passed and order to this effect on 25th April, 1986, but did not purport to take over the shares, according to Shri Nariman. We cannot attach much significance to that fact as Shri Nariman sought us to do.10. It was further urged before us that this Act was preceded by an ordinance namely, Swadeshi Cotton Mills Company Limited (Acquisition and Transfer of Undertakings) Ordinance, 1986 which was promulgated on 19th of April, 1986. Section 10 of the Ordinance entitled, it was submitted, NTC to exercise control over the business of the undertakings taken over. The NTC passed and order to this effect on 25th April, 1986, but did not purport to take over the shares, according to Shri Nariman. We cannot attach much significance to that fact as Shri Nariman sought us to do.12. The preamble to the Act, however, reiterated that the Act provided for the acquisition and transfer of textile undertakings and reiterated only the historical facts that the management of the textile undertakings had been taken over by the Central Government under Section 18AA of the IDR Act and further that large sums of money had been invested with a view to making the textile undertakings viable and it was necessary to make further investments and also to acquire the said undertakings in order to ensure that interests of general public are served by the continuance of the undertakings. The Act was passed to give effect to the principles specified in Clauses (b) and (c) of Article 39 of the Constitution, in our opinion, this was indicative of the fact that shares were intended to be taken over.13. Shri Nariman, however, contended that NTC on 17th June, 1986 had issued an order under Section 6 of the Ordinance transferring four of the textile undertakings to its subsidiary, the NTC, U.P. Limited. According to him, the shares were not purported to be transferred under this Order. This, however, in our opinion, is non sequitur.14. It appears from the written statement filed by NTC on 8th of February, 1987 in the suit filed by one G.G. Bakshi in Ghaziabad Court, it was claimed that NTC was entitled to take over companys shares and investments. On 24/30th March, 1987 NTC issued notice to the petitioners 1 and 2 stating that they were entitled to shares. It was urged by Shri Nariman that this belated assertion indicated that the shares were not intended to be taken over. We are unable to accept this suggestion or to draw that inference. It does not logically follow.Shri Nariman submitted that compensation payable under the Act was not enough to pay all the dues falling in Part I. He drew our attention to the Financial Memorandum of the Bill which showed that the Government would have to pay a further sum of Rs. 15 crores over and above the compensation amount. It could not have been the intention of the Act to discharge these encumbrances, according to him, if they were to vest in the Central Government under Section 3 of the Act and the result of which would be that the State of U.P. and the Electricity Board would not get anything towards their large dues. We are unable to accept this submission. This in our opinion, is not the proper approach to the construction of the Act on the question whether the shares were taken over or not.20. Learned Solicitor General of India appearing on behalf of the National Textile Corporation in all these cases submitted that the facts stated by way of background and the sequence of events up to the date of enactment of the Act were not relevant to the decision as to the scope, ambit and effect of the vesting provisions contained in Sections 3 and 4 of the Act. The sequence of events narrated by the petitioners prior to the enactment of the Act all related to the order of take-over of the undertakings of Swadeshi Cotton Mills Company issued on 13th April, 1978 by the Central Government in exercise of its powers under Section 18AA of the 1DR Act. The object and purpose of the said order of take-over of management of the textile undertakings was completely different from the object and purpose of the Act which related to acquisition and transfer of the undertakings. We agree. The scope of the vesting provisions contained in Section 3 of the Act would have to be determined per force of its own language employed by Parliament and not with reference to what transpired either before or after the order of take-over of the management dated 13th April, 1978 passed under Section 18AA of the IDR Act. Section. 3 of the Act, according to Solicitor General, contained the vesting provisions as was evident from its own language and also from the marginal note appended thereto.39. In our opinion Sections 3 and 4 of the Act interpreted either on their own language or along with Sections 7 and 8, are not ambiguous; so documents are not relevant. It was further urged, that even if to construe the language is not clear and there is need to resort to aids of construction, it is clear that such aids can be either internal or external. Internal aids of construction are definitions, exceptions, explanations, fictions, deeming provisions, headings, marginal notes, preamble, provisos, punctuations, saving clauses, non-obstante clauses etc. The notings in the files of various officials do not fall in the category of internal aids for consideration. Dictionaries, earlier acts, history of legislation, Parliamentary proceedings, state of law as it existed when the Act was passed, the mischief sought to be suppressed and the remedy sought to be advanced by the Act are external aids. Documents which have been required to be produced do not, in our view fall within the category of external aids as indicated. Having considered the facts and circumstances of the case, we are unable to accept the prayer of the petitioner to direct disclosure and production of the documents sought for. In our opinion, the language used in Section 4 of the Act, is clear enough read with Section 3 of the Act.The documents in question which are sought for do not relate to the enacting history or any past enactment or the present enactment. The notings made in various Departments at various levels by the officers namely, the Under Secretary, Deputy Secretary, Joint Secretary, Secretary etc., whatever their view might be, is not the view of the Cabinet. The ultimate decision is taken by the Cabinet. So the notings cannot and are not guides as to what decision the Cabinet took. See for example the Task Force report referred to in National Textile Corporation Ltd. v. Sitaram Mills Ltd. and Ors. (supra). This Task Force Report demonstrated the irrelevancy of the documents summoned to be produced. The Task Force Report manifested that certain mills were viable. But from the circumstance under which managements of these mills were taken over, it was clear that the Cabinet had taken the decision contrary to what was contained in the Task Force Report. But it appears that the decision of the Cabinet was different from the views of the Officers at various levels. As Bennion has stated at para 261 (page 560 of the same book) that in interpreting an enactment a two stage approach is necessary. Here there is no real doubt on an informed basis as we shall indicate hereafter about the real meaning of the enactment. There is therefore no question of resolving the doubt. The second stage does not arise here.42. It has to be reiterated, however that the objects and reasons of the Act should be taken into consideration in interpreting the provisions of the statute in case of doubt. This is the effect of the decision of this Court in K.P.Verghese v. The Income-Tax Officer, Ernakulam and Anr. [1981]131ITR597(SC) , where this Court reiterated that the speech made by the Mover of the Bill explaining the reason for the introduction of the Bill could certainly be referred to for the purpose of ascertaining the mischief sought to be remedied by the legislation and the object and purpose for which the legislation was enacted. It has been reiterated that interpretation of the statute being an exercise in the ascertainment of meaning, everything which is logically relevant should be admissible. See in this connection the observations of this Ccur; in Chern Taong Shang and Anr. Efc.Etc. v. Commander S.D.Baijal and Ors. 1988CriLJ855 . The documents now sought for by the petitioner do not fall within this category. It is neither the object and scheme of the enactment nor the language used therein, that is sought for in the instant case. It is certainly relevant to know the mischief that was intended to be remedied. But in the documents in question which the petitioner is seeking no such correlation has been established. These are, therefore, not relevant. We reiterate that no officer of the Department can speak for the Parliament even after the Act has been passed. This Court has to interpret the Act on the basis of informed basis by applying external and internal aids if the language is ambiguous. In the words of Lord Scarman We are to be governed not Parliaments intentions but by Parliaments enactments. See Cross Statutory Interpretation 2nd Edition page 22. Blackstone in his Commentaries on the Laws of England (Facsimile of 1st edn. 1765, University of Chicago Press 1979) Vol. 1 at 59 suggests The fairest and most rational method to interpret the will of the legislator is by exploring his intention at the time when the law was made, by signs most natural and probable. And these signs are the words, the context, the subject matter, the effect and consequence, or the Spirit and reason of the law. The documents whose production is sought are none of these. So in our opinion these are not relevant. We must further reiterate that the Members of Parliament had before them only the Bill. The notings of the various officials in the files were not before the Parliament. Therefore members could not be attributed with the knowledge of the notings in the files. Therefore, the notings made by the officials are not relevant. In this connection reliance may be placed on the principles of interpretation as enunciated by the Federal Court in Auckland Jute Co. Ltd. v. Tulsi Chandra Goswami 1949 F.C.R. 201. It is trite saying that the interpreter of the statute must take note of the well known historical facts. In conventional language the interpreter must put himself in the arm chair of those who were passing the Act i.e. the Members of the Parliament. It is the collective will of the Parliament with which we are concerned. See in this connection the observations of the Federal Court in RM. AR. AR. RM. AR. AR. Umayal Achi v. Lakshmi Achi and Ors. 1945 F.C.R. 1. We are therefore, of the opinion that the documents sought for are not relevant for the purpose for which they were sought for. In this case we are concerned only with the construction of the statute to determine whether the shares vested in the Government or not. As Lord Reid has said in Black-Clawson International Ltd. v Papierwerke Waldhof Achaffenburg A.G. 1975 A.C. 591 We often say that we are looking for the intention of Parliament, but that is not quite accurate. We are seeking the meaning of the words which Parliament used. We are seeking not what Parliament meant but the true meaning of what they said. - See in this connection the discussion in Cross statutory Interpretation - 2nd Edition, pages 20-30.44. Shri Nariman however, submitted on the authority of the decision of this Court in S.P.Gupta v Union of India and Ors. [1982]2SCR365 that the documents sought for herein were not privileged. The context and the nature of the documents sought for in S.P. Guptas case (supra) were entirely different. In this case these documents leading to the formation of the advice tendered to the President of India and as such these are privileged under Article 74(2) of the Constitution which provides that the question whether any, and if so what, advice was tendered by Ministers to the President shall not be enquired into in any court. This Court is precluded from asking for production of these documents. In S.P. Guptas case (supra) the question was not actually what advice was tendered to the President on the appointment of judges. The question was whether there was the factum of effective consultation between the relevant constitutional authorities. In our opinion that is not the problem here. We are conscious that there is no sacrosanct rule about the immunity from production of documents and the privilege should not be allowed in respect of each and every document. We reiterate that the claim of immunity and privilege has to be based on public interest. Learned Attorney General relied on the decision of this Court in the case of State of U.P. v. Raj Narain [1975]3SCR333 . The principle or ratio of the same is applicable here. We may however, reiterate that the real damage with which we are concerned would be caused by the publication of the actual documents of the Cabinet for consideration and the minutes recorded in its discussions and its conclusions. It is well settled that the privilege cannot be waived.In this connection, learned Attorney General drew our attention to an unreported decision in The Elphinstone Spinning and Weaving Mills Company Ltd. v. Union of India and Ors. Writ Petition No. 2401 of 1983. This resulted ultimately in Sitaram Millss case (supra). The Bombay High Court held that the Task Force Report was withheld deliberately as it would support the petitioners case. It is well to remember that in Sitaram Millss (supra) this Court reversed the judgment of the Bombay High Court and upheld the take over. Learned Attorney General submitted that the documents there were not tendered voluntarily. It is well to remember that it is duty of this Court to prevent disclosure where Article 74(2) is applicable. We are convinced that the notings of the officials which lead to the Cabinet note leading to the Cabinet decision formed part of the advice tendered to the President as the Act was preceded by an ordinance promulgated by the President.46. Cabinet papers are, therefore, protected from disclosure not by reason of their contents but because of the class to which they belong. It appears to us that Cabinet papers also include papers brought into existence for the purpose of preparing submission to the Cabinet.See Geoffrey Wilson - Cases and Materials on Constitutional and Administrative Law, 2nd Edition pages 462 to 464. At page 463 para 187, it was observed;The real damage with which we are concerned would be caused by the publication of the actual documents of the Cabinet for consideration and the minutes recording its discussions and its conclusions. Criminal sanctions should apply to the unauthorised communication of these papers.See in this connection State of Bihar v. Kripalu Shankar 1987CriLJ1860 and also the decision of Bachittar Singh v. State of Punjab 1962 su 3 S.C.R. 713. Reference may also be made to the observations of Lord Denning in AIR Canada and Ors. v. Secretary of State and Anr. 1983 1 All E.R. 161.47. We therefore, reject the claim for production of these documents.48. In view of the language used in the relevant provisions, it appears to us that Section 3 has two limbs: (i) textile undertakings: and (ii) right, title and interest of the company in relation to every such textile undertaking. The expression textile undertaking has been defined in Section 2(k) to mean the six textile undertakings of the company specified therein. The definition of the said expression in Section 2(k) is, however, subject to the opening words of the section which provide, In this Act, unless the context otherwise requires. In the context of the expression textile undertakings employed in Section 3(1) of the Act, Section 4(1) provides that the textile undertakings referred to in Section 3 shall be deemed to include all assets, rights, leaseholds, powers, authorities and privileges and all property, movable and immovable, including lands, buildings, workshops, stores ...investments and book debts pertaining to the textile undertakings and all rights and interests in or arising out of such property as are, immediately before the appointed day, in the ownership, possession, power or control of the company in relation to all six undertakings. The expressions pertaining to, in relation to and arising out of , used in the deeming provision, are used in the expansive sense, as per decisions of courts, meanings found in a standard dictionaries, and the principles of broad and liberal interpretation in consonance with Article 39(b) and (c) of the Constitution.52. Reading the provisions of Section 3(1), Section 4(1) and Section 2(k) of the act, each throwing light on the other, it follows that - (a) under the first limb of Section 3(1) of the Act every textile undertaking; (b) under the second limb of Section 3(2) every right, title and interest of the company in relation to every such undertaking, is transferred and vested (c) The deeming provision of Section 4(1) amplifies and enlarges both the limbs of the vesting section, being Section 3(1)(d) The definition of section is read into these provisions, to give a wider meaning and scope to the vesting provision and to what is transferred or vested.53. Sections 7 and 8 of the act relied upon by the petitioners, being provisions for payment of amounts and for the issue of shares by NTC respectively , will have no bearing on the scope of the vesting provision. As to What properties have vested cannot proceed on the hypothesis that there is a clear numerical or mathematical link between the quantum of compensation and the items of property vested. This correlation with regard to such legislation is not available. In this connection reference may be made to the decision of this Court in Khajamian Wakf Estates Etc. v. State of Madras and Anr. [1971]2SCR790 .55. It appears to us that in the Delhi High Court decision (supra) and the decision of this Court in Balkrishan Guptas case (supra) as well as the statement of the Minister in December, 1985 that there were legal difficulties, were in respect of taking over, under the 1951 IDR Act. The IDR Act was - (a) concerned with the management of scheduled industries in, inter alia, running of factories, where there was no deeming provision in such wide terms; (b) it was concerned with setting up of machinery for imposing controls on industrial undertakings, see Harakchand Ratanchand Banthia and Ors. Etc. v. Union of India and Ors. [1970]1SCR479 .56. We are further of the opinion that the decision in Harakchand Ratanchand (supra) would not be applicable. In this case, the Court is concerned with a nationalisation statute. Even with other independent management statutes, in respect of textile undertakings a series of decisions have upheld the view that the shares vest in the Government. See National Textile Corporation Ltd. v. Sitaram Mills (supra), Minerva Mills Ltd. and Ors. Etc. Etc. v. Union of India and Ors. (supra), Govardhandas Narasinghdas Daga and Ors. v. Union of India and Ors. (supra), Fine Knitting Mills Ltd. and Ors. v. Union of India and Ors. (supra) and Vidharbha Mills Berar Ltd. v. Union of India (supra). The above provide the informed basis on which we make the construction of Sections 3 and 4 of the Act.57. The expression and all other rights and interests in or arising out of such property, as were immediately before the appointed day, in the ownership, possession, power or control of the company in relation to the said undertakings, appearing in Sub-section (1) of Section 4 of the Act indicates that the shares which have been purchased from out of the funds of the textile undertakings and which have been held for the benefit of the said textile undertakings, would come within the scope of Section 4 of the Act and thus would also vest in the Central Government under Section 3. The origin of these shares and their connection with the textile undertakings have been fully corroborated. The textile business is the only business of Swadeshi Cotton Mills. There is inter-connection and inter-relation between all the six undertakings. Investments in Swadeshi Polytex Limited from the funds of Kanpur undertaking have always been made. Investments in Swadeshi Mining and Manufacturing Company Ltd. were always made from the funds of the Kanpur undertaking. Assets/investments held and used for the benefit of the textile business of SCM, were carried on in its textile undertakings.59. It has to be reiterated that the object of interpretation of a statute is to discover the intention of the Parliament as expressed in the Act. The dominant purpose in construing a statute is to ascertain the intention of the legislature as expressed in the statute, considering it as a whole and in its context. That intention, and therefore the meaning of the statute, is primarily to be sought in the words used in the statute itself, which must, if they are plain and unambiguous, be applied as they stand. In the present case, the words used represent the real intention of the Parliament as we have found not only from the clear words used but also from the very purpose of the vesting of the shares. If we bear in mind the fact that these shares were acquired from out of the investments made by these two companies and furthermore that the assets of the company as such minus the shares were negative and further the Act in question was passed to give effect to the principles enunciated in Clauses (b) and (c) of Article 39 of the Constitution, we are left with no doubt that the shares vested in the Central Government by operation of Sections 3 and 4 of the Act. See in this connection the observations of Halsburys Laws of England, 4th Edition, Volume 44, paragraph 856 at page 522 and the cases noted therein.60. There is no exact correlation between the figure of capital reserve and the figure of investments. That, in our opinion cannot be. These can never be exactly equal. The submission of the petitioner fails to take into account the fact that the undertakings other than the Kanpur undertaking, also have capital reserve, even though there is no allegation that these were excluded assets in respect of other undertakings and there were no figures of investments therein. The covering letter for these documents, page 408 of Volume II, itself stated that the provisional balance-sheet shows investments which included these shares as part of assets. With regard to the figure of Rs. 11 lakhs taken in the calculation filed by the petitioner, we find that the calculation filed by the petitioner were not supportable.61. Contemporanea expositio, is a well-settled principle of doctrine which applies only to the construction of ambiguous language in old statutes. Reliance may be placed in this connection on Maxwell 13th Ed. page 269. It is not applicable to modern statutes. Reference may be made to G.P. Singh, Principles of Statutory Interpretation, 3rd Edn. pages 238 and 239. As noted in Maxwell on The Interpretation of Statutes, 12th Edition at page 269 that the leading modern case on contemporanea expositio is the case of Campbell College, Belfast v. Commissioner of Valuation for Northern Ireland 1964 1 W.L.R. 912 in Which House of Lords has made it clear that the doctrine is to be applied only to the construction of ambiguous language in the very old statutes. It is therefore well to remember what Lord Watson said in Clyde Navigation Trustees v. Laird 1983 8 A.C. 658 that contemporanea expositio could have no application to a modern Act. We, therefore, reject the attempt on the part of the petitioners to lead us to this forbidden track by referring to various extraneous matters which we have indicated before. Furthermore those external aids sought before us do not support the petitioners approach to this question at all.62. It appears that the shares held in SPL themselves were the subject matter of both pledge and attachment to secure loans from the U.P. State Government of about Rs. 66 lack for payment of wages to workers of the Kanpur undertaking and Rs. 95 lacks being electricity dues of the Kanpur undertaking owing to the U.P. State Electricity Board. From all these, the acceptance of the petitioners case, would mean that the State would pump in Rs. 15 crores of public money to release the shares from its liabilities and thereafter hand over the shares free from such liability back to the company when the net worth of the company at the time of take over of management was negative and in the teeth of the present financial liabilities built up by the company the shares would inevitably have been sold in discharge of its liabilities and in any event the shares stood charged with the very liabilities which related to the undertakings of the company which were taken over by the Government.63. It appears to us that Sections 3 and 4 of the Act evolve a legislative policy and set out the parameters within which it has to be implemented. We cannot find that there was any special intention to exclude the shares in this case as seen from the existence of at least four other Acquisition Acts which used identical phraseology in Sections 3 and 4 and in the other sections as well. Reference was made to the Aluminium Corporation of India Limited (Acquisition and Transfer of Aluminium Undertakings) Act, 1984, the Amritsar Oil Works (Acquisition and Transfer of Undertakings) Act, 1982, the Britannia Engineering Company Limited Mohameh Unit) and the Arthur Butler and Company (Muzaffarpore) Limited (Acquisition and Transfer of Undertakings) Act, 1978 and the Ganesh Flour Mills Company Limited (Acquisition and Transfer of Undertakings) Act, 1984.64. In the present case we are satisfied that the shares in question were held and utilised for the benefit of the undertakings for the reasons that:(a) the shares in Swadeshi Polytex Limited were acquired from the income of the Kanpur Unit. Reference may be made to page 23 of Compilation D-III),(b) the shares held in Swadeshi Mining and Manufacturing Company were acquired in 1955. Originally there were four companies and their acquisition has been explained fully in the Compilation D-III with index (c) the shares held in SPL were pledged or attached for running the Kanpur undertaking, for payment of ESI and Provident Fund dues for the workers of the Kanpur undertaking, for wages arid for payment of electricity dues of the Kanpur undertaking (d) the shares held in SMMC were pledged for raising monies and loans of Rs. 150 lakhs from the Punjab National Bank for running the Kanpur undertaking. These loans fall in category II of Part I of the Schedule which liabilities have been taken over by the Government (e) the shares held in SPL were offered for sale by SCM from time to time and to utilise the sale proceeds thereof by ploughing them back into the textile business for reviving the textile undertakings acquired under the Act.65. It appears to us that the expression forming part of appearing in Section 27 cannot be so read with Section 4(1) as would have the effect of restricting or cutting down the scope and ambit of the vesting provisions in Section 3(1). The expression pertaining to does not mean forming part of. Even assuming that the expression pertaining to appearing in the first limb of Section 4(1) means forming part of, it could mean that only such assets which have a direct nexus with the textile mills as would fall under the first limb of Section 4(1). The shares in question would still vest in the Central Government under the second limb of Section 4(1) of the Act since the shares were bought out of the income of the textile mills and were held by the company in relation to such mills. The shares would also fall in the second limb of Section 3(1) being right and title of the company in relation to the textile mills.66. On the construction of Sections 3 and 4 we have come to the conclusion that the shares vest in the Central Government even if we read Sections 3 and 4 in conjunction with Sections 7 and 8 of the Act on the well settled principles which we have reiterated before. The expression in relation to has been interpreted to be the words of widest amplitude. See National Textile Corporation Ltd. and Ors. v. Sitaram Mills Ltd. (supra). Section 4 appears to us to be an expanding section. It introduces a deeming provision. Deeming provision is intended to enlarge the meaning of a particular word or to include matters which otherwise may or may not fall within the main provisions. It is well settled that the word includes is a inclusive definition and expands the meaning. See THE Corporation of The City of Nagpur v. Its Employees 1960 2 S.C.R. 942 and Vasudev Ramchandra Shelat v. Pranlal Jayanand Thakar and Ors [1975]1SCR534 . The wordsall other rights and interests are words of widest amplitude. Section 4 also uses the words ownership, possession, power or control of the Company in relation to the said undertakings. The words pertaining to are not restrictive as mentioned hereinbefore.67. Section 8 provides for payment of compensation in lumpsum and the transfer and vesting of whatever is comprised in Section 3. As Section 4 expands the scope of Section 3, the compensation mentioned in Section 8 is for the property mentioned in Section 3 read with Section 4. The compensation provided in Section 8 is not calculated as a total of the value of various individual assets in the Act. It is a lumpsum compensation. See in this connection the principles enunciated by this Court in Khajamian Wakf Estates Etc. v. State of Madras and Anr. (supra). There, it was held that even if it was assumed that no compensation was provided for particular item, the acquisition of the inam is valid. In the instant case Section 8 provides for compensation to be paid to the undertakings as a whole and not separately for each of the interests of the company. Therefore, it cannot be said that no compensation was provided for the acquisition of the undertaking as a whole.68. Section 7 of the Act, in our opinion, neither controls Sections 3 and 4 of the act nor creates any ambiguity. It was highlighted before us and in our opinion rightly that this sum of Rs. 24.32 crores paid by way of compensation comes out of the public exchequer. The paid-up shares in its equity capital can necessarily have a face value only of the amounts so paid, irrespective of whatever may be contended to be the value of the assets and irrespective of whether any asset or property in relation to the under takings, was taken into account. After providing for compensation of Rs. 24.32 crores to be paid to the Commissioner for payments to discharge Part I liabilities, Government has to undertake an additional 15 crores at least for discharging those liabilities. To leave a company, the net wealth of which is negative at the time of take-over of the management, with the shares held by it as investment in other company, in our opinion, is not only to defeat the principles of Article 39(b) and (c) of the Constitution but it will permit the company to reap the fruits of its mismanagement. That would be an absurd situation. It has to be borne in mind that the net wealth of the company at the time of take-over, was negative, hence Sections 3 and 4 can be meaningfully read if all the assets including the shares are considered to be taken over by the acquisition. That is the only irresistible conclusion that follows from the construction of the documents and the history of this Act. We have to bear in mind the Preamble of the Act which expressly recites that it was to ensure the principles enunciated in Clauses (b) and (c) of Article 39 of the Constitution. The Act must be so read that it further ensures such meaning and secures the ownership and control of the material resources to the community to subserve the common good to see that the operation of economic system does not result in injustice.69. We therefore, reiterate that the shares vested in the Central Government.