Summarize the following court judgment. (Civil) No.219 of 1988. WITH C.M.P. No. 8572 of 1989. (Under Article 139(A)(1) of the Constitution). AND TRANSFER PETITION NOS. 376 40 of 1985. Rajinder Sachar and R. Vasudevan for the Petitioners in Transfer Case No. 219/88 and C.M.P. No. 8572 of 1989. ' M.K. Ramamurthy	 D.S. Chauhan	 Pinaki Misra	 M.A. Krish namoorthy	 H.S. Parihar	 R.P. Kapoor	 O.C. Mathur	 Ms. Madhu Khatri	 Ms. Bina Gupta	 D.N. Misra and Harish N. Salve for the Respondents in Transfer Case No. 2 19/88 and C.M.P. 8572 of 1989. G. Ramaswamy	 Additional Solicitor General	 Anil Dev Singh (NP)	 R.P. Srivastava	 Ms. A. Subhashini and C.V.S. Rao for the Petitioners in Transfer Petition No. 376 40 1 of 1985. S.R. Seita and P.K. Manohar for the Respondent in Trans fer Petition Nos. 386 and 376 of 1985. The Judgment of the Court was delivered by THOMMEN	 J. The first petitioner is a registered Central Trade Union claiming to represent about 85 per cent of the officers working in the various nationalised banks. Peti tioners 2 to 4 are principal office bearers of the first petitioner and are officers of different nationalised banks. They are aggrieved by Circular dated 23.8.1982 (Annexure A) issued by the Joint Secretary to the Government of India	 Ministry of Finance	 Department of Economic Affairs	 (Bank ing Division)	 New Delhi. They contend that the circular is contrary to the mandate of the Banking Companies (Acquisi tion and Transfer of Undertakings) Act	 1970 (Act No. 5 of 1970) (hereinafter referred to as the 'Act ') and the Natio nalised Banks (Management and Miscellaneous Provisions) Scheme	 1980 (hereinafter referred to as the 'Scheme '). They further contend that Clause 3 of the Scheme in terms of which the circular is purported to have been issued is ultra vires Section 9 of the Act unless the said clause is so read as to be in harmony with the Section	 and when so read the said clause does not justify or support the impugned circu lar. The petitioners	 therefore	 854 seek a writ of mandamus to direct the Central Government to appoint a nominee of the majority association of each of the nationalised banks as a member of its Board of Directors. The circular in question reads: "As you are aware	 in terms of sub clause (c) of Clause 3 of Nationalised Banks (Management and Miscellaneous Provisions) Scheme	 1970/1980	 one Director from among the employ ees of the nationalised banks who are not workmen	 is to be appointed by the Central Government in consultation with the Reserve Bank of India on the Board of each of the Nationalised Banks. Unlike in the case of workman	 the Scheme does not lay down any procedure for selection of the non workman Director. The intention clearly was that in the case of Officer Director	 Government should have ample scope and freedom in select ing any officer of the Bank to be the non workman Director. However	 hitherto panel of names sent by the banks for selection of the non workman Director has been confined to office bearers of the Association of Officers. Government has recently reviewed this matter in the light of the relevant provisions of the Scheme and come to a conclusion that there is no justification for restricting the choice to the office bearers of the Associations. " The object of the circular is to clarify that the Cen tral Government no longer regards itself bound by its earli er practice of appointing a person from out of the panel of three names submitted by the respective Association repre senting the majority of the non workmenemployees of each nationalised bank. The circular makes it clear that the Government wishes to appoint any officer of proven ability and character to the Board of Directors of a nationalised bank irrespective of his affiliation with any Association. The petitioners contend that the circular is undemocratic and contrary to the letter and spirit of the Act and the Scheme insofar as it cuts at the root of the representative form of selection for appointment to the Board of Directors as contemplated by the statute. The stand of the Central Government and other respond ents	 as stated in their counter affidavits	 appears to be that the object of the circular is to neutralise and dis courage trade unionism amongst the officers and to keep the directorship above union affiliation	 and thus 855 encourage the growth of a "management culture". Mr. Rajinder Sachar	 supported by Mr. Ramamurthi	 contends that there is no justification whatsoever to issue any such circular for the very object of the Act is to encourage democratic selec tion of the Directors who will truly represent the interests of the various categories of persons mentioned in the Act. To discourage trade unionism is contrary to the very spirit of the statute and repugnant to constitutional principles enshrined in Article 19(1)(c) and Article 43A of the Consti tution of India. The Additional Solicitor General	 representing the Central Government and Mr. Harish N. Salve	 counsel for the Reserve Bank of India	 contend that the Act postulates both election and nomination of members of the Board of Directors and the choice between the two modes of appointment is left to the Central Government. The election or nomination has to be conducted in a manner as specified in the Scheme. The Scheme in effect postulates all appointments to be by nomi nation. In the case of workmen employees	 the Director is appointed by the Central Government from amongst the names of three employees furnished by the representative Union. Such appointment	 though made out of	 and restricted to	 the panel furnished by the Union	 is in effect a nomination of the one preferred by the Central Government. In the case of non workmen employees	 the choice is not restricted to any panel and the only condition postulated is consultation with the Reserve Bank of India. Unionisation	 though desirable among workmen	 is not a matter to be encouraged in the case of other employees for selection to the Board of Directors	 for the Directors must represent the interest of the bank as a whole and not of any special class of persons. The Addi tional Solicitor General also submits that appointment by election is not the only mode of representative appointment	 but nomination is perfectly valid and more effective from the point of view of the true institutional interest	 par ticularly with reference to management efficiency. In the light of these rival contentions	 we shall exam ine the relevant provisions of the Act and the Scheme. Section 9 of the Act provides: "9. Power of Central Government to make scheme (1) The Central Government may	 after consul tation with the Reserve Bank	 make a scheme for carrying out the provisions of this Act. 856 (2) In particular	and without preju dice to the generality of the foregoing power	 the said scheme may provide for all or any of the following matters	 namely: (a) . . . . . (b) the constitution of the Board of Direc tors	 by whatever name called	 of the corre sponding new bank and all such matters in connection therewith or incidental thereto as the Central Government may consider to be necessary or expedient; (c) . . . . . . (d) such incidental	 consequential and supplemental matters as may be necessary to carry out the provisions of this Act. (3) Every Board of Directors of a correspond ing new bank	 constituted under any scheme made under subsection (1)	 shall include (a) representative of the employees	 and of depositors	 of such bank	 and (b) such other persons as may represent the interests of each of the following categories	 namely	 farmers	 workers and artisans	 to be elected or nominated in such manner as may be specified in the scheme. " The object of Section 9 of the Act	 insofar as it is material	 is to empower the Central Government to make a scheme for the constitution of the Board of Directors so as to include representatives of the employees and other speci fied categories. "Employees" include workmen and non work men. The categories specified	 apart from the employees	 are depositors	 farmers	 workers and artisans. The representa tives of these classes of people are to be either elected or nominated in the manner specified by the Scheme. The legis lature has left it to the Central Government to make a scheme providing for appointment to the Board from amongst the specified categories either by election or by nomina tion. The discretion as to the mode of 857 appointment is	 of course	 left to the Central Government	 but it is not an unrestrained or unrestricted discretion	 but a discretion which must be reasonably exercised so as to give effect to the true intent of the legislature as to the composition of the Board of Directors. The object of the legislature is to give the Board a truly representative character so as to reflect the genuine interests of the various persons manning or dealing with the bank as an industry and a commercial enterprise. The object of the Act is to nationalise the banks in order to	 as stated in the preamble to the Act	 "control the heights of the economy and to meet progressively	 and serve better	 the needs of development of the economy in conformi ty with the national policy and objectives". The very pur pose of that legislative exercise is to render the largest good to the largest number of people of this "sovereign	 socialist	 secular	 democratic republic". (See the preamble to the Constitution enshrining the national policy and objectives.) It is with this object in view that the Act has envisaged a truly representative Board of Directors chosen by election where election is feasible or by nomination where that mode is more appropriate. But the legislature has left it to the Central Government to specify by a scheme the manner in which the election or nomination is to be conduct ed	 bearing in mind the true character and objective of the banking industry and its distinguishing features as a highly sensitive commercial enterprise. Neither the election nor the nomination should be conducted in a manner unmindful of the distinctiveness of the banking industry. What is postu lated is such election or nomination as would lend to the Board of Directors its truly representative character in consonance and harmony with the extremely delicate	 vital and significant role of the banking industry in the context of the national policy and objectives and economic develop ment. The mode of election or nomination must	 therefore	 be such as would be ideally suitable and appropriate to the banking industry and the choice of the mode is generally a matter for decision by the Central Government. The Central Government must in this regard act in consultation with the Reserve Bank of India	 for it is the latter that has the necessary expertise and intimate knowledge in the field of banking	 finance and other connected matters. The Act	 therefore	 requires the Central Government to make the Scheme in consultation with the Reserve Bank of India. Any amendment or variation of the Scheme also requires consulta tion with the Reserve Bank of India. [See Section 9(4)]. The Additional Solicitor General is right when he submits that it 858 is generally within the discretion of the Central Government to choose the special mode of appointment. The Government may choose election or nomination as the appropriate mode of appointment in respect of various categories. But we do not agree with him when he submits that the Central Government has a discretion to avoid election even where election is appropriate and feasible in respect of a particular category of persons. The very object of leaving the choice to the Central Government as to the mode	 which is election or nomination	 is to enable it to reasonably exercise its discretion in such a way as to give the best form of repre sentation to every category of persons mentioned in the Act. It may be possible to appoint a representative of the depos itors by election instead of nomination. It would be per fectly within the discretion of the Central Government to choose that mode. On the other hand	 the depositors being not an organised body of persons	 although easily identifia ble	 selection of their representative by nomination may be easier	 more feasible and perhaps more appropriate for the purpose of appointment to the Board. Farmers	 workers other than employees	 and artisans mentioned under subsection 3(b) of Section 9 are best represented by nomination	 they being difficult of identification and their connection with the bank being more remote than in the case of employees or even depositors. For these classes of people	 the discretion is entirely that of the Central Government to choose the mode of representation. In the case of employees	 on the other hand	 election is indeed the most logical	 the most appro priate	 the most democratic and certainly the most advanta geous form of representation. They are well identified	 well organised	 well motivated and interested associates and participants in the banking industry. They are as much a part of the bank as the management is. There can be no legitimate management culture foreign to their vital inter ests. There can be no valid management policy contrary to their genuine needs. The Act does not contemplate a manage ment unmindful of the true and legitimate interest of the employees. In a nationalised bank	 everyone is as much an employee as he is an employer. There is no antithesis be tween the management and the employees. The distinction that traditionally existed prior to nationalisation is no longer applicable. The true management culture is indeed the cul ture that represents the various interests of all persons specified under Section 9 as well as the larger and wider interests of national economy as postulated in the preamble to the Act. We will now examine the Scheme. Clause 3 of Chapter II of the Scheme provides: 859 "3. Constitution of the Board. As soon as may be after the commencement of this Scheme	 the Central Government shall	 by notification in the official Gazette	 constitute the Board of a nationalised bank	 consisting of ( a ) . . . . . . . . (b)(i) one Director	 from among the employees of the nationalised bank	 who are workmen	 to be appointed by the Central Government from out of a panel of three such employees fur nished to it by the representative Union	 within a date to be specified by the Central Government; . . . . . . . . . . ( i i ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( i i i ) . . . . . . . . (c) one Director	 from among the employees of the nationalised bank	 who are not workmen	 to be appointed by the Central Government after consultation with the Reserve Bank; ( d ) . . . . . . . . . ( e ) . . . . . . . . . ( f ) . . . . . . . . . ( g ) . . . . . . . . . ( h ) . . . . . . . . . The scheme making authority appears to us to have exercised the legislative power delegated to it in making the Scheme in consonance with the Act	 although in a certain respect concerning the non workmen employees the intention of the delegate of the legislature could have been articu lated a little more explicitly. We say so in 560 the light of the contemporaneous construction placed on the statute by the delegate	 namely	 the Central Government	 as evinced by its own practice prior to the circular dated 23.8.1982. Until the date of the circular	 the consistent practice of the Central Government was to appoint a non workmen Director from out of a panel of three names fur nished to it by the majority association of non workmen employees. The Central Government understood the Act and the Scheme to warrant such mode of appointment in the case of all employees. In other words	 the Central Government under stood sub clause (c) of Clause 3 regarding non workmen employees to warrant the same type of representation as in the case of workmen employees mentioned under sub clause (b) of Clause 3. The field of choice was thus understood by the Government to be limited to the panel of names furnished by the representative Union of workmen or Association of non workmen as the case may be. But	 as stated earlier	 sub clause (c) of Clause 3 is vaguely drafted and when read without regard to the legislative intent	 as disclosed by the Act	 is capable of a contrary interpretation	 as is now sought to be put upon it by the Central Government	 and that interpretation is	 in our view	 wrong	 and	 in any case	 out of harmony with the principle enshrined in Articles 19(1)(c) and 43(A) of the Constitution The Additional Solicitor General poses the question whether the Scheme would not be even more defective if sub clause (c) were to receive the same construction as sub clause (b) so as to restrict the choice of appointment to the three persons specified on the panel furnished by the representative Association. The Act	 he says	 speaks of election or nomination	 and if election were to be construed to be the appropriate mode of choosing the representatives of the employees	 appointment by nomination of one person out of the panel furnished by the representative Union of workmen or Association of non workmen	 as the case may be	 would not be a perfect representation in keeping with the principle of election. That may or may not be so	 and there is always room for improvements; but the petitioners have no complaint on that score. If the Central Government were to provide for election in the manner chosen by it so as to appoint the true representatives of the concerned employees	 Mr. Sachat submits	 the petitioners would have no complaint	 provided the provisions laid down in that behalf are valid and reasonable. While	 in our view	 it is open to the Central Govern ment to amend the Scheme to improve on the machinery for the conduct of an appropriate election	 it is incumbent upon it	 until any such amend 561 ment is made	 to work the present Scheme in such a way as to give the maximum scope for the concerned employees to exer cise their choice in the selection of their representatives. That means	 it would be perfectly in order for the Central Government to continue the: practice followed by it prior to the circular in question or to hold election of the repre sentatives of the concerned employees	 and	 if necessary	 to amend the Scheme suitably for that purpose. In the circumstances	 we declare that the circular dated 23.8.1982 (Annexure A) is ultra vires the Act and the Scheme and it is	 therefore	 null and void and of no effect. The Transfer Case is accordingly disposed of. Civil Miscellane ous Petition No. 8572 of 1988 and Transfer Petitions Nos. 376 401 of 1985 are allowed. Parties shall bear their re spective costs. T.N.A. Petitions allowed.

The Central Govt. in exercise of its power under Section 9 of the enacted the Nationalised Banks (Management and Miscellaneous Provisions) Scheme	 1980. Clause 3(b) of the said scheme deals with the appointment of workmen Directors and it provides that the Central Govt. shall constitute the Board of a Nationalised Bank consisting of one Director from among the employees of the nationalised bank	 who are workmen	 to be appointed from out of a panel of 3 such employees furnished to it by the Representative Union. Clause 3(c) of the Scheme deals with appointment of non workmen Directors and it provides that the Central Government shall constitute the Board of a nationalised bank consisting of one director	 from among the employees of the nationalised bank	 who are not workmen	 to be appointed after consultation with the Reserve Bank. The consistent practice of the Central Govt. was to appoint a non workman Director from out of a penal of 3 names furnished to it by the majority association of non workmen employees. By a circular dated 23.8.82	 it was clarified that as far as appointment of non workmen Director is concerned	 there is no justification for restricting the choice to the office bearers of the Association. This was to enable the Central Govt. to appoint any officer of proven 851 ability and character to the Board of Directors of a natio nalised Bank irrespective of his affiliation with any asso ciation. The petitioners in these petitions to this Court	 chal lenged this circular as contrary to the mandate of the Act and the Scheme	 and also contended that clause 3 of the Scheme was ultra vires Section 9 of the Act. Allowing the petitions	 HELD: 1. The Circular is ultra vires the Act and the Scheme and it is	 therefore	 null and void and of no effect. [861C] 2. The object of the is to render the largest good to the largest number of people. The object of Section 9 of the Act is to empower the Central Govt. to make a Scheme for the constitution of the Board of Directors so as to include representatives of the employees i.e. workmen and non workmen and other specified categories viz. depositors	 farmers	 workers and artisans. The representatives of these classes of people are to be either elected or nominated in the manner specified by the Scheme. The legislature has left it to the Central Government to make a scheme providing for appointment to the Board from amongst the specified catego ries either by election or by nomination. The discretion as to the mode of appointment is left to the Central Govern ment	 but it is not an unrestrained or unrestricted discre tion	 but a discretion which must be reasonably exercised so as to give effect to the true intent of the legislature i.e. to give the Board a truly representative character so as to reflect the genuine interests of the various persons manning or dealing with the bank as an industry and a commercial enterprise. What is postulated is such election or nomina tion as would lend to the Board of Directors its truly representative character in consonance and harmony with the extremely delicate	 vital and significant role of the bank ing industry in the context of the national policy and objectives and economic development. The mode of election or nomination must	 therefore	 be such as would be ideally suitable and appropriate to the banking industry. Neither the election nor the nomination should be conducted in a manner unmindful of the distinctiveness of the banking industry. The Central Govt. must in this regard act in consultation with the Reserve Bank of India which has the necessary expertise and intimate knowledge in the field of banking	 finance and other connected matters. [856F H; 857A B	 C G] 852 2.1 But the Central Government has no discretion to avoid election even where election is appropriate and feasi ble in respect of a particular category of persons. For the appointment of representatives of depositors	 farmers	 workers other than employees and Artisans	 the discretion is entirely that of the Central Govt. to choose the mode of representation. On the other hand	 in the case of employees	 election is indeed the most logical	 the most appropriate	 the most democratic and certainly the most advantageous form of representation. They are well identified	 well organised	 well motivated and interested associates and participants in the banking industry. They are as such a part of the bank as the management is. There can be no legitimate management culture foreign to their vital interests. There can be no valid management policy contrary to their genuine needs. The Act does not contemplate a management unmindful of the true and legitimate interests of the employees. In a nationalised bank	 everyone is as much an employee as he is an employer. There is no antithesis between the management and the em ployees. The distinction that traditionally existed prior to nationalisation is no longer applicable. The true management culture is indeed the culture that represents the various interests of all persons specified under Section 9 as well as the larger and wider interests of national economy as postulated in the preamble to the Act. [858B G] 3. The Central Govt. understood sub clause (c) of Clause 3 regarding non workmen employees to warrant the same type of representation as in the case of workmen employees men tioned under subclause (b) of Clause 3. The field of choice was thus understood by the Government to be limited to the panel of names furnished by the representative Union of workmen or Association of non workmen as the case may be. But sub clause (c) of Clause 3 is vaguely drafted and when read without regard to the legislative intent	 as disclosed by the Act	 is capable of a contrary interpretation viz. there is no justification for restricting the choice of non workmen Directors to the office bearers of the Associa tion. That interpretation is wrong and	 in any case	 out of harmony with the principle enshrined in Articles 19(1)(c) and 43(A) of the Constitution. [860B D] 4. It is open to the Central Government to amend the Scheme to improve on the machinery for the conduct of an appropriate election	 it is incumbent upon it	 until any such amendment is made	 to work the present Scheme in such a way as to give the maximum scope for the concerned employees to exercise their choice in the selection of their represen tatives. [860H; 861A] 853