RESPONDENT: UNION OF INDIA & ORS. DATE OF JUDGMENT: 10/12/2001 B.N. Kirpal, Shivaraj V. Patil & P. Venkatarama Reddi. JUDGMENT: W I T H T.C. (C) Nos. 9 and 10 of 2001 and W.P. (C) No. 194 of 2001. J U D G M E N T KIRPAL, J. The validity of the decision of the Union of India to disinvest and transfer 51% shares of M/s Bharat Aluminium Company Limited (hereinafter referred to as 'BALCO') is the primary issue in these cases. BALCO was incorporated in 1965 as a Government of India Undertaking under the Companies Act, 1956. Prior to its disinvestment it had a paidup share capital of Rs. 488.85 crores which was owned and controlled by the Government of India. The company is engaged in the manufacture of aluminium and had plants at Korba in the State of Chhattisgarh and Bidhanbag in the State of West Bengal. The Company has integrated aluminium manufacturing plant for the manufacture and sale of aluminium metal including wire rods and semifabricated products. The Government of Madhya Pradesh vide its letter dated 18th March, 1968 wrote to BALCO stating that it proposed that land be granted to it on a 99 years lease subject to the terms and conditions contained therein. The letter envisaged giving on lease Government land on payment of premium of Rs. 200/ per acre and, in addition thereto also to provide tenure land which was to be acquired and transferred on lease to BALCO on payment by it the actual cost of acquisition plus annual lease rent. Vide its letter dated 13th June, 1968 BALCO gave its assent to the proposal contained in the aforesaid letter of 18th March, 1968 for transfer of land to it. BALCO intimated by this letter that the total requirement of land would be about 1616 acres. Thereafter, in addition to the Government land which was transferred, the Government of Madhya Pradesh acquired land for BALCO under the provisions of the Land Acquisition Act, 1894 on payment of compensation. The District Collector, Bilaspur also granted permission under Section 165(6) of the M.P. Land Revenue Code, 1959 for acquiring/transferring private land in favour of BALCO. As a result of the aforesaid, BALCO set up it's establishment on it's acquiring land from and with the help of the State Government. Since 199091 successive Central Government had been planning to disinvest some of the Public Sector Undertakings. In pursuance to the policy of disinvestment by a Resolution dated 23rd August, 1996 the Ministry of Industry (Department of Public Enterprises) Government of India constituted a Public Sector DisInvestment Commission initially for a period of three years. The Resolution stated that this Commission was established in pursuance of the Common Minimum Programme of the United Front Government at the Centre. The Commission was an independent, nonstatutory advisory body and was headed by Shri G.V. Ramakrishna who was to be its Fulltime Chairman. The Commission had four parttime Members. Paras 3, 4 and 5 of the said Resolution are as follows: "3. The broad terms of reference of the Commission are as follows: I. To draw a comprehensive overall long term disinvestment programme within 510 years for the PSUs referred to it by the Core Group. II. To determine the extent of disinvestment (total/partial indicating percentage) in each of the PSU. III. To prioritise the PSUs referred to it by the Core Group in terms of the overall disinvestment programme. IV. To recommend the preferred mode(s) of disinvestment (domestic capital markets/international capital markets/auction/private sale to identified investors/any other) for each of the identified PSUs. Also to suggest an appropriate mix of the various alternatives taking into account the market conditions. V. To recommend a mix between primary and secondary disinvestments taking into account Government's objective, the relevant PSUs funding requirement and the market conditions. VI. To supervise the overall sale process and take decisions on instrument, pricing, timing, etc. as appropriate. VII. To select the financial advisers for the specified PSUs to facilitate the disinvestment process. VIII. To ensure that appropriate measures are taken during the disinvestment process to protect the interests of the affected employees including encouraging employees' participation in the sale process. IX. To monitor the progress of disinvestment