Holding

The Chennai City Municipal Corporation, not the Metropolitan Transport Corporation, is the sole authority under the Act to deal with bus shelters, rendering the MTCL‑sponsor contracts void and equity inapplicable.

Summary

The Supreme Court examined whether the Chennai City Municipal Corporation (the Corporation) or the Metropolitan Transport Corporation (MTCL) had statutory authority to erect and manage bus shelters under the Chennai City Municipal Corporation Act, 1919. By interpreting Sections 203, 204, 285, 285‑A and related provisions, the Court held that the Corporation alone vested with control over public streets and cart‑stands, which include stands for motor vehicles, has the power to deal with bus shelters, and MTCL has no such authority. The Court rejected the contention that a government notification or a state‑government order could confer that power on MTCL. It further ruled that equity could not override the clear statutory scheme, rendering the contracts and settlement between MTCL and the private sponsors void. Consequently, the contracts were annulled, the Corporation was directed to take over the shelters and to award future rights through a transparent tender process, and the appeals were dismissed with costs imposed on the appellants.

Issues considered

The statutory authority to construct and manage bus shelters under the Chennai City Municipal Corporation Act, 1919.
Interpretation of the terms 'cart‑stand' and 'stand' in Sections 285 and 285‑A of the Act.
Whether a Government Order or State Government notification can vest power in MTCL to deal with bus shelters.
Whether equity can be invoked to protect the private sponsors' investment despite statutory prohibition.
Validity of the contracts and settlement entered into by MTCL with the private sponsors.

Legislation cited

Chennai City Municipal Corporation Act, 1919s. 203, s. 204, s. 214, s. 223-A, s. 285, s. 285-A, s. 285-B, s. 285-C
Madras Open Places (Prevention of Disfigurement) Act, 1959
Motor Vehicles Act, 1939

Subjects

statutory interpretationmunicipal corporationbus shelterscart‑standpublic procurementequity vs. lawcontract validitytenderingpublic authority

Judgment

[2014] 13 S.C.R. 244

A M/S. NOVAADS
v.
METROPOLITAN TRANSPORT CORPORATION AND
ORS.
B
(Writ Petition (C) No. 223 of 2009)
DECEMBER 12, 2014
[DIPAK MISRA AND UDAY UMESH LALIT, JJ.)
c
Chennai City Municipal Corporation Act, 1919 -
ss.203, 285, 285-A, 295-8, 285-C - Power to deal with
erection of bus shelters for passengers - Held: It is the
Corporation who has power to deal with the bus shelters and
o the MTCL has no power or authority to deal with the same.
Legislation - Held: The Rules, Regulations and the
Notification cannot transgress the postulates engrafted under
the statute.
E Equity- Grant of- Held: Cannot be granted in violation
of the law.
Interpretation of Statutes - Grammatical/Ordinary
Sense of words - Held: Every provision and every word must
F be looked at generally before any provision or word is
attempted to be construed - The words in the statute have to
be construed in grammatical sense.
Contracts- Government contracts- Tender- Held: A
G public authority should not enter into private negotiations
without calling for a tender - Whenever a contract is to be
awarded or a licence is sought to be given, it is obligatory on
the part of public authority to adopt a transparent and fair
method.
H
244
M/S. NOVAADS v. METROPOLITAN TRANSPORT 245
CORPORATION

Disposing of the appeals, the Court A

HELD: 1. The analysis of Section 203 would show
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. Sub-section B
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.
As per section 203(1 ), public streets which have been
vested in the Corporation, unless it is reserved for the c
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. Section 204
envisages that it is the duty of the Corporation to D
maintain, repair and improve the streets which afe
necessary and expedient for public safety and
convenience. The key words are "safety" and
"convenience" and that is the responsibility of the
Corporation. Section 214 provides for protection of E
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 F
Commissioner is the Commissioner of the Corporation .
. [Paras 15to18][266-F-H; 267-B-H; 268-A]
2. Section 285 empowers the C~mmissioner to
construct or provide public landing places, halting G
places, cart-stand, cattle-shed and cow-house and for
levy of fees for the use ofthe same, which is determined
by the standing committee of the Corporation. The cart-
stand includes stand for carriages including motor
vehicles within the meaning of Motor Vehicles Act, 1939. H
246 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 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 285·8 is not
B 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
C apply for licence. [Paras 19, 22 and 23][268-B; 270-C-D;
271·C·E]
3. Section 285-A authorises the Commissioner to
prohibit use of public place or sides of public street as
D car~·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
E place in the city by the State Government as a stand
solely for motor vehicles belonging to the Transport
Department of the State Government. 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
F 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 stah,1te have to be construed in their
G grammatical sense. Reasonableness or otherwise
becomes material only when the statute is not clear.
Thus, the stand for motor vehicles in its grammatical
connotation are quite explicit and conveys a definite
meaning. It basically means making provisions for
H stands for motor vehicle. The word used in Section 285
M/S. NOVAADS v. METROPOLITAN TRANSPORT 24 7
CORPORATION

is cart-stand. The explanation clearly states that the cart- A
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 B
"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. [Paras 26, 27 and 29][272-D-F; 273-B-C;
247-G-H; 248-A-B] C

4. The scheme of the entire Act, is to confer the
power on the Corporation to have control overthe public
streets and to make provisions for public convenience.
It is obligatory on the part of the Corporation to provide D
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 E
interpretation is to understand and gather the mens or
sententia legis of the legislature. If the provisions are
understood on the touchstone of these principles
pertaining to statutory interpretation, there remains no
iota of doubt that the legislature has conferred power F
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 G
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 H
248 SUPREME COURT REPORTS [2014] 13S.C.R.

A 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. 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
B 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.[Paras 30, 31][275-H; 276-A-B; 277-B-F]
c
5. It was held in* Utkal Contactors that no provision
if'! 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
D is attempted to be construed. Applying the said principle,
a singular conclusion would be 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
E vehicles and cannot include bus shelters. The "stand"
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
F 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 has no statutory authority to issue a
G 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.
H [Paras 31, 32 and 35][277-G; 278-A; E-F; 280-F-H; 281-A]
M/S. NOVAADS v. METROPOLITAN TRANSPORT 249
CORPORATION

*Utka/ Contractors & Joinery Pvt. Ltd. and others A
v. State of Orissa and others (1987) 3 SCC 279:
1987 (3) SCR 317 - relied on.
6. In the case at hand, as it is the Corporation who
has the authority to deal with the bus shelters and not B
MTCL, the equity has ·to yield to law. The submission of
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 is in the realm of equity. It C
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 D
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. That apart, while
dealing with the issue of equity, the conduct of the
parties is to be seen. The High Court had decided the E
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 F
by the High Court. The MTCL entered into a
compromise/ settlement with the appellants and on the
basis of the compromise entered into an agreement. In
,the agreement, there is a reference to this Court's order G
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 H
250 SUPREME COURT REPORTS . [2014) 13 S.C.R.

A 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. This was a clear deceit on the part of
the appellants in collusion with the MTCL to frustrate the
B 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,
C the Corporation has woken from slumber. 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
D absolutely depreciable.[Paras 45, 46 and 51][283-D-G;
284-A-G; 287-B-D]

7. A public authority like the Corporation is not
supposed to enter into private negotiations without
E 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
F 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. There can be a situation for good reasons a
G 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
H understanding reason of which is quite unfathomable,
MIS. NOVAADS v. METROPOLITAN TRANSPORT 251
CORPORATION

such a contract has to be treated as vitiated, applying A
this principle also. [Paras 52, 53][287-F-H; 288-E·Gl

8. 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 B
against the interest of the Corporation. The beneficiaries
are the appellants. As far as the MTCL functionaries are
concerned, certain proceedings are pending against the
functionaries of the MTCL. The Corporation should have
been vigilant to protect its own interests. The contracts c
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 b
recourse to procedure of tender or auction which should
be fair and transparent. [Paras 54, 55)[288·G·H;
289-A-B;·G·H; 290-A]
City of Victoria v. Bishop of Vancouver Island AIR E
1921 PC 240; K.P. Varghese v. Income Tax
Officer, Emakulam and Another (1981) 4 SCC 173
: 1982 (1) SCR 629; Th~ Commissioner of Sales
Tax, Madhya Pradesh, Indore v. Mis. Jaswant
Singh Charan Singh AIR 1967 SC 1454: 1967 F
SCR 720; Grasim Industries Ltd. v. Collector of
Customs, Bombay (2002) 4 SCC 297 : 2002 (2)
SCR 945; Dalip Singh v. State of Uttar Pradesh
and Others (2010) 2 SCC 114: 2009 (16) SCR
111- relied on. G
General Officer Commanding-in-Chief v. Dr.
Subhash Chandra Yadav (1988) 2 SCC 351 :
1988 (3) SCR 62; B.K. Garad v. Nasik Merchants
Co-op. Bank Ltd. (1984) 2 SCC 50 :_1984 (1) SCR H
252 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 767: Additional District Magistrate (Rev.), Delhi
Administration v. Shri Ram (2000) 5 SCC 451 :
2000 (3) SCR 1019; Kedar Lal Seal and another
v. Hari Lal Seal AIR 1952 SC 47: 1952 SCR 179;
Raja Ram Mahadev Paranjype & Others v. Aba
B Maruti Mali & Others AIR 1962 SC 753 : 1962
Suppl. SCR 739; P.M. Latha and Anr. v. State of
Kera/a and Ors. (2003) 3 SCC 541 : 2003 (2)
SCR 653; Raghunath Raj Bareja and Anr. v.
Punjab National Bank and Ors. (2007) 2 SCC
c 230; Madamanchi Ramappa v. Muthaluru
Bojjappa AIR 1963 SC 1633 : 1964 SCR 673;
Laxminarayan R. Bhattad v. State of Maharashtra
(2003) 5 sec 413 : 2003 (3) scR 409;
Nasiruddin v. Sita Ram Agarwal (2003) 2 SCC
D
577 : 2003 (1) SCR 634; E. Palanisamy v.
Palanisamy (2003) 1 SCC 123; India House v.
Kishan N. Lalwani (2003) 9 SCC 393 : 2002 (5)
Suppl. SCR522; Amar Singh v. Union of India
and others (2011) 7 SCC 69 : 2011 (6) SCR 403;
E
Westminster Corporation v. London & North
Western Railway (1905) AC 426; State of Bihar v.
Kameshwar Singh AIR 1952 SC 252: 1952 SCR
1056; Nagar Nigam, Meerut v. Al Faheem Meat
F Exports (P) Ltd. & Others (2006) 13 SCC 382 :
2006 (10) Suppl. SCR 354 - referred to.

Case Law Reference:

AIR 1921 PC 240 relied on Para 27
G
1982 (1) SCR 629 relied on Para 28

1967 SCR 720 relied on Para 29

2002 (2) SCR 945 relied on Para 30
H
M/S. NOVAADS v. METROPOLITAN TRANSPORT 253
CORPORATION

1987 (3) SCR 317 relied on Para 31 A

1988 (3) SCR 62 referred to Para 36

1984 (1) SCR 767 referred to Para 37

2000 (3) SCR 1019 referred to Para 38 B
1952 SCR 179 · referred to Para 41

1962 Suppl. SCR 739 referred to Para42

2003 (2) SCR 653 referred to Para 43 c
(2001) 2 sec 230 referred to Para 44

1964 SCR 673 referred to Para 44

2003 (3) SCR 409 referred to Para 44
D
2003 (1) SCR 634 referred to Para 44

(2003) 1 sec 123 . referred to Para 44

2002 (5) Suppl. SCR 522 referred to Para 44
E
2009 (16) SCR 111 relied on Para 47

2011 (6) SCR 403 referred to Para 48

1952 SCR 1056 referred to Para 50
F
2006 (10) Suppl. SCR 354 referred to Para 50

CIVIL ORIGINAL JURISDICTION: Writ Petition (C) No.
223of2009.

Under Article 32 of the Constitution of India. G

WITH

C.A. Nos. 11037, 11038 and 11039 of 2014

H
254 SUPREME COURT REPORTS [2014] 13 S.C.R.

A Mukul Rohatgi, A.G., Subramonium Prasad, AAG,
C.U. Singh, V. Giri, Ravindra. Srivastava, C.A. Sundaram,
Sr. Advs., B. Raghenth Basant, Ms. Liz Mathew, Ms. Shruti
Iyer, Nikhil Nayyar, Ambuj Agrawal, Dhananjay Baijal,
Ms. Akanksha, K.S. Natrajan, V. Ramasubramanian, Jayanth
B Muth Raj, Mrs. Malavika J., Sureshan P., B. Balaji, R. Rakesh
Sharma, Ms. R. Shase, Paramveer, Rajiv Dalal,
S. Thananjayan, T. Harish Kumar, V.N. Raghupathy for the
appearing parties.
c The Judgment of the Court was delivered by
DIPAK MISRA, J. 1. Leave granted in all the special
leave petitions. ·
2. The present batch of appeals characterizes series of
D 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
E 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
F 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
G 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
H same. The painfully unusual thing, has been allowed to happen.
M/S. NOVAADS v. METROPOLITAN TRANSPORT 255
CORPORATION [DIPAK MISRA; J.]

3: The litigation has a history. The MTCL issued A
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 B
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 C
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 D
agreements had been entered into with the other sponsors for
construction an~ 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 E
226 of the Constitution. While the said writ petitions were
pending, K.S. Kumar Raja, the 9th respontlentto 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. F
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. G
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 H
256 SUPREME COURT REPORTS· [2014] 13 S.C.R.

A 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
B 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
C 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
0
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
E 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 informed him that
F 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.
G 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
H Corporation filed its counter affidavit contending, inter alia, that
M/S. NOVAADS v. METROPOLITAN TRANSPORT 257
CORPORATION [DIPAK MISRA, J.]

the Government in G.O.Ms No. 14, Municipal Administration A
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 B
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 C
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
0
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 E
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 F
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 G
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: H
258 SUPREME COURT REPORTS [2014] 13 S.C.R.

A (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
B and conditions imposed by the Council.
(iv) The above exercise, viz., to identify the location and
advertise on its own or empower the Metropolitan
Tran sport Corporation to erect the bus shelters, shall be
c 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/-
D
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
E 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.
F (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 Trans port Corporation
G 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
H, both by the sponsors as well as the transport corporation
M/S. NOVAADS v. METROPOLITAN TRANSPORT 259
CORPORATION [DIPAK MISRA, J.]

arising out of the Contract are left open to be resolved A
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 fil~d special leave petition. This Court had B
initially issued notice, and passed an interim order but
thereafter during the pend ency of special leave petition~ the
MTCL and the aggrieved contracting parties entered into a
settlement. The settlement that was entered between the
parties is necessitous to be reproduced: c
"(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
0
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 E
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 F
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 G
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: H
260 SUPREME COURT REPORTS [2014] 13 S.C.R.

A "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
B 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.

c 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.
D 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
E 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
F
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."
G
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 t'1e interest of the Corporation was
seriously affected, for the High Court had categorically opined
H
M/S. NOVAADS v. METROPOLITAN TRANSPORT 261
CORPORATION [DIPAK MISRA, J.]

that it was within the authority of the Corporation to have control A
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 8
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 t~at has been entered into
between MTCL and M/s. Metro Multimedia, a firm controlled c
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 D
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 E
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 F
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. G
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
H
262 SUPREME COURT REPORTS [2014) 13 S.C.R.

A 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 301h June 2008 in SLP(C) No.
B 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.
c )()()()()( 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
D 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
E 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.
F )()()()()( 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
G 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.
)()()()()( )()()()()( )()()()()(
H
M/S. NOVAADS v. METROPOLITAN TRANSPORT 263
CORPORATION [DIPAK MISRA, J.]

This agreement is valid for 12 years from 01.09.2008 A
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." B ~.,i

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: cc}

''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 & 0

Anr., together with two other Special Leave Petitions filed 9
by some of the private parties, namely, AIM Associates
Ltd. and Mis. Front Line Media etc. xrG
2. By virtue of the said order, on a submission mad~'·t,~
the parties that a settlement has been arrived at, we:~~q ~
disposed of the Special Leave Petitions on the basis of
11 l !:1 c: !
~
such submissions. ,', 'J •J)I 'f
3. In this writ petition, it has been sought to be indicated
that the said order had been passed despite an·'earlier fi
order in the same matter. 2·•,-:Jori"I
ifl~r°')(1!~?
4. Having heard learned counsel · for the
respective parties and in particular Mr. Mohan Parasaran,
learned ASG, that the subject-matter of the Speelal teave cJ.G
Petitions was confined to 500 bus shelters, oufof -wh1Ch
a number of shelters had already been constructed t6' a
large extent, we recall the order which we liad passed
earlier on 30th June, 2008, and restore alF-the three
;l .::.:;'1 nuo'.j rJf
264 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 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
B 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.
c 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
D 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
E 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
F 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
G Corporation or the MTCL has the authority to deal with bus
shelters for passengers. Mr. C.A. Sundaram, Mr. V. Giri and
Mr. l~avindra 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
H
M/S. NOVAADS v. METROPOLITAN TRANSPORT 265
CORPORATION [DIPAK MISRA, J.]

of the Act and has erroneously come to hold that Corporation A
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 B
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 C
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, learrted Attorney General that
0
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 E.
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. F

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 G
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
ActlV of 1939)]. H
266 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 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)]."

B 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
c 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
D
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
E 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."
F
15. From the aforesaid provisions, it is quite vivid that all
public streets and their appurtenances which are not re_served
under the control of the Central or State Government shall vest
in the Corporation. Thus the reservation as engrafted under
G 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
H

..
M/S. NOVAADS v. METROPOLITAN TRANSPORT 267
CORPORATION [DIPAK MISRA, J.]

203( 1) of the Act, barring certain streets, vests everything in A
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 B
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 c
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 D
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 E
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
F
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. I'

11
18. Section 214 provides for protection of appurtenances
and materials of streets. It lays down that it shall not be lawful G
for any person, without the permission of the Commissioner,
to displace, take up or make any alteration in the (ence, posts,
pavement, flags or other materials of any public street. The
Commissioner, needless to say, is the Commissioner of the
H
268 SUPREME COURT REPORTS [2014) 13$.C.R.

A 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.

B 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
c 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
D 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
E 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
F 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
G 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
H 129-E the person who has been permitted to use any
MIS. NOVAADS v. METROPOLITAN TRANSPORT 269
CORPORATION [DIPAK MISRA, J.]

hoarding, erection or thing under this Section shallbe in A
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 8
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
c
provision, it i~ 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
0
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. E

21. Atthis 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. F
- (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.
G
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. ·
H
270 SUPREME COURT REPORTS (2014] 13 S.C.R.

A (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
B 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
C 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
0
Acf'). 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
E 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."
F
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:-
G
"285-A..:. Prohibition of use of public place or sides
1:>f 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
H
M/S. NOVAADS v. METROPOLITAN TRANSPORT 271
CORPORATION [DIPAK MISRA, J.]

may prohibitthe use forthe same purpose by any person A
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 B
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, ·C
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. D
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) E
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·ActtQ,.control the cart-stand which includes a stand for F
carriages,rif!l~lud.ing motor-vehicles and levy fees and also
ptoYideJo..nli~noe.11e:Ven
. for private cart-stand ..
~

--{l 1r''H1r:-~..., 1c3\,\'l-.,,-, ?. ~..,il,.-il·'.·:J~
~, .;25'.teamed couns'efforthe appellants have laid immense
efuJFia~i~:o~nv seidt\ci~ 2cfa('2)'Wnci ·proviso to Section 285-A G
1

w~ith Vv'¥{~~J~' ~ite~ci'§Hi~prlfoubed'hereinbefore. section
1 1

203,r('2'y~§~1r;1~~eb~'#ri' ~till~dj $l;Nm~t~eif/p8wers the State
0'6~J}1irii1fAt'f~ i1J~ue"'~.~6t\titMtlb71''i6 WiMBfdw~11y's\7Ch street,
df~iH:a tmt1~9ei:WBrf<~1Jnn¥1.'.)6u1Ceh; ·&fre~Jtoin'th'e·contro1 ·ot ·
rl2Uld Jc:r~n·B ·1U .9i01 Jn cs1i i~i '01~~<a~rr:o . . ..: .:.;r -~ 8~'- ··L·.' hJ1 i_, ~i:" i H·
272 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 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
B 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.

c 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
D 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
E 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.
F
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
G 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
H and, therefore, the Commissioner has no role. On a first blush,
M/S. NOVAADS v. METROPOLITAN TRANSPORT 273
CORPORATION [DIPAK MISRA, J.]

the aforesaid submission looks slightly attractive, but on a 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 B
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 \I. Bishop C
1
of Vancouver lsland 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 D
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
2
grammatical sense. In Grey V. Pearson , Lord
Wensleydale said: E

"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 F
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 G
may be modified, so as to avoid that absurdity and
inconsistency; but no farther."
1
AIR 1921 PC 240
2
(1957) 6 H.L.C. 61
H
274 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 28. In this context, it is also apposite to refer to K.P.
Varghese II. Income Tax Officer, Ernakulam andAnothe,3,
wherein the Court observed thus:

"....... The task of interpretation of a statutory enactment
B 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
c 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
D 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
E 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
F 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
G 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
~)fthisAct, would include motor vehicles. The Corporation has
H (1981l4sec173
M/S. NOVAADS v. METROPOLITAN TRANSPORT 275
CORPORATION [DIPAK MISRA, J.]

been authorised by the Act ~o make provisions for cart-stands. A
When one thinks of stand for motor vehicles, it only mear:is, 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 B
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. Mis. Jaswant Singh
4
Charan Singh , while dealing with the said facet has observed
~~ c
'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-0. 242, Pollock, B., observed, D
"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 E
· '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 · F
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 G
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
4
AIR 1967 SC 1454 H
276 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 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
B absolutely clear from the language used in various provisions
of the Act. The purpose of interpretation is to understand and
gathElr the mens or sententia legis of the legislature as has
been held in Grasim Industries Ltd. \I. Collector of
Customs, Bombay5. In the aforesaid authority, it has been
C heldthus:

"The elementary principle of interpreting any word while
considering a statute is to gather the mens or sententia
leg is of the legislature. Where the words are clear and
D 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
E 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
F has to be avoided. As stated by the Privy Council in
Crawford v. Spoone/ "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
G
attempt to substitute or paraphrase of general
application. Attention should be confined to what is
necessary for deciding the particular case. This principle
s (2002) 4 sec 297
6
(1846) 6 Moore PC 1
H
M/S. NOVAADS v. METROPOLITAN TRANSPORT 277
CORPORATION [DIPAK MISRA, J.]

is too well settled and reference to a few decisions of A
this Court would suffice. (See: Gwalior Rayons Silk Mfg.
7
(Wvg.) Co. Ltd. v. Custodian of Vested Forests , Union
of India v. Deoki Nandan Aggarwaf. Institute of
9
Chartered Accountants of India v. Price Waterhouse
10
and Harbhajan Singh v. Press Council of lndia .)" B

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 c
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 suggesttha~ the legislature
has even conceived of any other body like MTCL, which is a D
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. E
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 F ·
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 Utka/ Contractors &
Joiner.x Pvt. Ltd. and others V. State of Orissa and G
1
others , which states as under:-
'(1990) Supp sec 785
'(1992) SCC (L&S) 248
"(1997) 6 sec 312
10
(2002) 3sec122
11 (1987) 3 sec 219 H
278 SUPREME COURT REPORTS (2014] 13 S.C.R.

A "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
B 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
c 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
D
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."
E 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
F 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
G 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
H to look after the convenience of the people as enshrined under
M/S: NOVAADS v. METROPOLITAN TRANSPORT 279
CORPORATION [DIPAK MISRA, J.]

Section 204 of the Act. The cumulative reading of the A
provisions and on proper understanding of the scheme of the
Act, there remains no trace of a doubt tha.t 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 B
think of appropriate management.
34. The main thrust of argument of the learned counsel
for the appellants is that the State Government has giv~n the ·
charge and the responsibility to the MTCL to construct bus c
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 D.
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:- •
E
"ORDER
The Expert Committee on Transport Sector constituted
by the Government of Tamil Nadu in the G.O read above
submitted its report.
F
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 G
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, H
280 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 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."

B 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
c STUs as Infrastructural facilities and they need to be maintained
bySTUs.
36. Learned counsel for the appellants would contend
that the Government has authorised the said transport
D 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
E 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
F 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
G 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
H
MIS. NOVAADS v. METROPOLITAN TRANSPORT 281
CORPORATION [DIPAK MISRA, J.]

undertakings to provide shelters for passengers. It is well A
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 \I. Dr.
12
Subhash Chandra Yadav , it has been held that:
B
"..... ;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 c
framing the rule. If either of these two conditions is not
fulfilled, the rule so framed would be void."
37. In B.K. Garad \I. Nasik Merchants Co-op. Bank
13
Ltd. , it has been ruled that if there is any conflict between a
0
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 E
14
Administration V. Shri Ram , it has been opined that it is a
well recognized prindple 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 F
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 G
provisions.

::~~~~!~;;gg53051
,. (2000) s sec 451 ·
H
282 SUPREME COURT REPORTS [2014113S.C.R.

A 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
B 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
c where the equity cannot oPserate. In Kedar Lal Seal and
5
another II. Hari Lal Seal , 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
D
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
E have recourse to equitable principles however fair they
may appear to be at first sight."

42. In Raja Ram Mahadev Paranjype &Others V. Aba
16
Maruti Mali & Others , a three-Judge Bench has opined that
F "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 (91h ed. P. 238),
where it is stated:
G 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."
15
AIR1952 SC 47
H 16
AIR 1962 SC 753
MIS. NOVAADS v. METROPOLITAN TRANSPORT 283
CORPORATION [DIPAK MISRA, J.)
17
43. In P.M. Latha and Anr. V. State of Kera/a and Ors. , A
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........ " B
44. In Raghunath Raj Bareja and Anr. V. Punjab
16
National Bank and Ors. , 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 C
it. In this context, reliance was also placed upon Madamanchi
19
Ramappa v. Mutha/uru Bojjal]pa , Laxminarayan R.
Bhattad v. State of Maharashtra , Nasiruddin v. Sita Ram
1 2
Agarwal , E. Palanisamy v. Palanisam/ , India House v.
3 0
Kishan N. Lalwanf •
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 E
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 F
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
,, (2003) 3 sec 541 G
1• (2007) 2 sec 230
19 AIR 1963 SC 1633
20
(2003) 5 sec 413
2 1 (2003) 2 sec 577
22 (2003) 1 sec 123
23
(2003) 9 sec 393 H
284 SUPREME COURT REPORTS (2014].13 S.C.R.

A 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
8 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,
c 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
D 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
E 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
F 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
G staring at them, which cannot be countenanced.
47. The claim of equity has also to be adjudged on the
bedrock of truth. In Da/ip Singh V. State of Uttar Pradesh
24
and Others , the Court has observed thus:
H 2• (2010) 2sec114
M/S. NOVAADS v. METROPOLITAN TRANSPORT 285
CORPORATION [DIPAK MISRA, J.]

"...... Truth constituted an integral part of the justice- A
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 B
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. C
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 o
to .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 E
entitled to any relief, interim or final''.
25
48. In Amar Singh \I. Union of India and others , a
two-Judge Bench has laid down:
"Courts have, over the centuries, frowned upon litigants F
who, witti 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
theircase." G
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.
25
(2011) 1sec69 H
286 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 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 judgm~nt of the High
Court, such a settlement could not have been entered into.
B Despite the same, a settlement was entered and the cases
were disposed of.

50. It is c!ear as a noon day that the MTCL, a wing of
State Transport Department transgressed its powers, and we
c are inclined to think deliberately. In this context, a passage
from Westminster Corporation II. London & North
6
Western Railwa/ , as has been reproduced in State of
27
Bihar II. Kameshwar Singh , is apposite to quote:

"It is well settled that a public body invested with statutory
D
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.
E 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
F 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
G an agreememt. 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
26(1905)AC 426
27
AIR 1952 SC 252
H
MIS. NOVAADS v. METROPOLITAN TRANSPORT 287
CORPORATION [DIPAK MISRA, J.]

it exercises that power under the cloak of a power conferred, A
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 B
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 C
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 financesfor the benefit of the persons
who are covered under the Act. The conduct of the appellants,
0
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 E
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 F
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, G
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
H
288
.
SUPREME COURT REPORTS (2014] 13 S.C.R.

A Nagar Ni~am, Meerut II. Al Faheem Meat Exports (P) Ltd.
8
&Others , wherein it has been held as follows:
"The law is well settled that contracts by the State, its
corporations, instrumentalities and agencies must be
8 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
c and place of auction. subject-matter of auction, technical
specifications, estimated cost, earnest money deposit,
etc. Tl1e award of government contracts through public
auction/pubric tender is to ensure transparency in the
public procurement, to maximise economy and efficiency
D 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
E 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
F 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.
G
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.
H 20
(2006) 13 sec 382
.
M/S. NOVAADS v. METROPOLITAN TRANSPORT 289
CORPORATION [DIPAK MISRA, J.]

The beneficiaries are the appellants. As far as the MTCL A
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 B
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 C
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
0
premium to the appellants who have crucified the law ana
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 E
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 pn finance that can really
crumble and collapse the financial health of the Corporation,
which, in a democracy, is impermissible. It compels us to say F
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. G
55. In view of the afore,said analysis, the contracts entered
into by the appellants with the MTCL cannot be sustained and
they are accordingly annulled. It is directed thatthe Corporation
shall take over the management of the bus shelters forthwith H
290 SUPREME COURT REPORTS [2014] 13 S.C.R.

A 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.

B 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
c 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
0
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 appe~I preferred by Mr. A. T. Mani are disposed of in terms
E 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
F 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.

Devika Gujral Appeals disposed of.