Abc

Team Code - T8
BEFORE THE HONOURABLE SUPREME COURT OF ARYAVART
Under Article 131 of the Constitution of Aryavart
UNION OF ARYAVART
(Plaintiff)
STATE OF UTTAM PRADESH AND STATE OF SAMRIDH PRADESH
(Defendant)
STATE OF UTTAM PRADESH
(Plaintiff)
STATE OF SAMRIDH PRADESH
(Defendant)
Written Submissions on Behalf of the Defendants
(Counsels Appearing on Behalf of the Defendants)

Table of Contents
TABLE OF CONTENTS
LIST OF ABBREVIATIONS iii
INDEX OF AUTHORITIES v
STATEMENT OF JURISDICTION x
STATEMENT OF FACTS xi
ARGUMENT PRESENTED xiii
SUMMARY OF ARGUMENTS xiv
ARGUMENTS ADVANCED 1
I. THE SUIT FILED BY THE UNION OF ARYVART IS NOT MAINTAINABLE

UNDER ARTICLE 131 OF THE CONSTITUTION OF INDIA..........................................1
1. The Plaintiff has no legal right to represent the residents of the two States of Uttam
Pradesh and Samridh Pradesh as Parens Patriae of its citizens.1
2. The Plaintiff’s intervention in the dispute concerning UPPCL is ultra vires the
provision of Uttam Pradesh Reorganization Act, 2014. 2
II. THE PANEL CONSTITUTED BY THE CENTRAL GOVERNMENT IS AN INTER-

STATE COUNCIL SET UP UNDER ARTICLE 263 OF THE CONSTITUTION OF
ARYAVART AND THE STATES ARE NOT BOUND TO ACCEPT THE PROPOSAL OF
SUCH A COUNCIL...............................................................................................................3
1. The expression “if at any time” and “establishment of a Council” in Article 263 must
be given a broad interpretation 4
2. Meaning of Public Interest in Article 263 means public welfare hampered due to a
dispute arising between two States. 5
3. The validity of the manner of appointing the Panel i.e. the Inter-State Council by the
Central Government cannot be called into question into ground that it is not an order or
instrument made by the President. 5
III. THAT THE STATE OF UTTAM PRADESH AND STATE OF SAMRIDH

PRADESH TOOK APPROPRIATE STEPS TO SETTLE THE DISPUTE CONCERNING
UPPCL....................................................................................................................................6
i
Table of Contents
IV. THAT IT IS NOT LEGAL FOR THE STATE OF UTTAM PRADESH TO

CHARGE FOR THE WATER OF RIVER SARASWATI TO BE USED BY THE HYDRO-
ELECTRIC POWER PLANT LOCATED IN OUDH...........................................................7
V. THAT UPPCL, A COMPANY INCORPORATED UNDER THE ARYAVART

COMPANIES ACT, FALLS WITHIN THE AMBIT OF THE TERM “UNDERTAKING”
WHEN THE SAME HAS NOT BEEN DEFINED UNDER THE REORGANISATION
ACT........................................................................................................................................8
1. When Meaning of a word not defined is Plain, it must be given effect irrespective of
the Consequences 8
2. ‘Undertaking’ as interpreted under different Legislations in furtherance of the Object

and Purpose of the Statute 10
VI. THAT THE ORDER ISSUED BY THE GOVERNMENT OF SAMRIDH PRADESH

ON MARCH 27, 2014 IS VALID AND IS IN ACCORDANCE WITH THE PROVISIONS
OF THE REORGANISATION ACT AND NOT IN VIOLATION OF ANY OTHER LAW
12
1. That the Order issued, was in accordance of Section 23 of the Act 12
2. That Section 28 of the Act does not guide the State of Samridh Pradesh on the issue of
ownership of the Undertaking 14
3. That The State of Samridh Pradesh has ‘Entitlement in Preference’ Over UPPCL 15
VII. THAT THE STATE OF UTTAM PRADESH IS NOT LEGALLY ENTITLED TO

THE ASSETS OF UPPCL LOCATED IN ITS TERRITORY..............................................16
1. That the Hydroelectric Power Plant form an indispensible part of the whole
undertaking 16
2. That UPPCL is exclusively located in Samridh Pradesh 17
3. ARGUENDO: The State of Samridh Pradesh in the interest of the people of both the
States and UPPCL, proposes and humbly submits following scheme of compromise to
the Hon’ble court under the proviso to Section 23 of the Act. 18
PRAYER FOR SUIT NO.1 xviii
PRAYER FOR SUIT NO.2 xix
ii
List of Abbreviations
LIST OF ABBREVIATIONS
1. & - And
2. AC – Appeal Cases
3. AIR - All India Reporter
4. All ER – All England Reporter
5. Anr - Another
6. AP - Andhra Pradesh
7. Assn. - Association
8. Bom - Bombay
9. Cal - Calcutta
10. CHN - Calcutta High Court Notes
11. Co - Company
12. Comp Cas - Company Cases
13. Coop - Cooperative
14. CTC - Current Tamil Nadu Cases
15. Cri – Criminal
16. Del - Delhi
17. edn – Edition
18. F. Supp. – Federal Supplement
19. ITR - Income Tax Reports
20. Ker - Kerala
21. KLT - Kerala Law Times
22. Ltd - Limited
23. Mad - Madras
24. Mah LJ - Maharashtra Law Journal
25. Ori - Orissa
26. Ors – Others
27. Pat – Patna
28. P&H - Punjab and Haryana
29. RO Act – Re-organisation Act
30. S.P. - Samridh Pradesh
31. SCC - Supreme Court Cases
32. SCR - Supreme Court Reports
33. Supp - Supplementary
34. U.P. - Uttam Pradesh
35. US - United States
iii
List of Abbreviations
iv
Index of Authorities
INDEX OF AUTHORITIES
Cases
A Lakshmana Swami Mudaliar v LIC of India AIR 1963 SC 1185.........................................19

A umaravi v Coop Societies (2004) 7 SCC 112.......................................................................12
Ahemadabad Primary Teachers Assn v Administrative Officer AIR 2004 SC 1426...............12
AK Gopalan v State of Madras 1950 SCR 88............................................................................4
AN Roy v Suresh Sham Singh(2006) 5 SCC 745........................................................................4
Anarkali Sarabhai v CIT AIR 1997 SC 1677...........................................................................12
APD Jain Pathshala v Shivaji Bhagwat More (2011) 13 SCC 99...........................................12
AS Production Agencies v Industrial Tribunal, Haryana AIR 1979 SC 170...........................11
Avon Services Production Agencies v Industrial Tribunal AIR 1979 SC 170.........................16
Baldev Singh Gandhi v State of Punjab (2002) 3 SCC 667.....................................................10
Bangalore Water Supply & Sewerage Board v A Rajappa (1978) 2 SCC 213........................10
Bank of India v Vijay transport AIR 1988 SC 151...................................................................13
Bell house Ltd v City Wall Properties Ltd [1966] 36 Comp Cas 779 (CA).............................19
Bengal & Assam Investors Ltd v CIT AIR 1966 SC 1514.......................................................19
Bhim Singhji v Union of India AIR 1981 SC 234....................................................................15
Bihar Public Service Commission vSaiyed Hussain Abbas Rizwi (2012) 13 SCC 61...............5
Bishambhar Dayal Chandra Mohan v State of UP (1982) 1 SCC 39: 1982 SCC (Cri) 53.....12
BL Wadehra v Union of India AIR 1998 Del 436......................................................................6
Brownsea Haven Properties v Pools Corporation (1958) 1 All ER 205.................................13
Calcutta Municipal Corporation v Ashutosh Merchandise Pvt Ltd (1999) 2 CHN 199..........14
Carew & Co Ltd v Union of India (1975) 2 SCC 791..............................................................10
CDS Financial Services (Mauritius) Ltd v BPL Communications Ltd (2004) 121 Comp Cas
374 Bom...............................................................................................................................10
Central Inland water Transport Corp Ltd v Workmen (1975) 4 SCC 348...............................10
Central Inland Water transport Corporation v Brojonath Ganguly AIR 1986 SC 1571.........15
Centre for Public Interest Litigation v Union of India AIR 2003 SC 3277.............................14
Cf: Bihar State Housing Board v State of Jharkhand 2002 SCCOnline Pat 380.....................15
Charan Lal Sahu v Union of India (1990) 1 SCC 613...........................................................1, 2
v
Charan Singh v State of Punjab AIR 1997 SC 1052...............................................................15

Chhattisgarh SEB v Central Electricity Regulatory Commission (2010) 5 SCC 23................11
Commissioner of Commercial Taxes Ranchi v Swarna Rekha Cokes &Coal (P) Ltd (2004) 6
SCC 689................................................................................................................................13
Commissioner of IT v Bhageeratha Eng Ltd 1991 SCC OnLine Ker 417...............................11
DattatrayaMoreshwar v State of Bombay AIR 1952 SC 181....................................................6
Deonarayan Pradas Bhandari v Bank of Baroda Ltd [ 1957] Comp Cas 223( Bom).............19
Diamond Sugar Mills Ltd v State of UP AIR 1961 SC 652.....................................................14
Executive board of Methodist church in India v Union of India [1857] Comp Cas 443.........19
Gurbax Singh v Financial Commissioner AIR 1991 SC 435..................................................15
Hindustan Steel Ltd v Workmen (1973) 3 SCC 564...................................................................9
Indian Bank v K Usha (1998) 2 SCC 663................................................................................13
Indian Hotels Co Ltd v ITO AIR 2000 SC 2645........................................................................9
J & K Public Service Commission v Narinder Mohan AIR 1994 SC 1808...............................3
K AnadaNambiar v Government of Madras AIR 1966 SC 657.................................................6
kanhaiyalal Maneklal Chinai v State of Gujarat AIR 1970 SC 1188......................................19
Karnani Properties Ltd v Augustine AIR 1957 SC 309...........................................................10
Kartar Singh v State of Punjab (1994) 3 SCC 569....................................................................4
Kashmir Singh v Union of India (2008) 7 SCC 259................................................................15
Kavallapara Kochuni v State of Madras AIR 1960 SC 1080..................................................13
Kerala State housing Board v Rampriya Hotels (P) Ltd (1994) SCC 672..............................13
Kerela State Cooperative Marketing Federation Ltd v CIT (1998) 5 SCC 48........................11
Laxmi Raj Shetty v Tamil Nadu 1988 (3) SCC 319..................................................................14
Leelabai Gajanan Pansare & Ors v Oriental Insurance Company & Ors (2008) 9 SCC 72010
Lingappa Appelwar v State of Maharashtra AIR 1985 SC 389..............................................15
Loknath Misra v State of Orissa AIR 1952 Ori 42...................................................................11
M/S Dhodha House v SK Maingi (2006) 9 SCC 41.................................................................17
M/s Rastriya Chemicals & Fertilisers Ltd v Union of India & Ors 2011 SCC OnLine Bom
781........................................................................................................................................19
Major EG Barsay v State of Bombay AIR 1961 SC1762..........................................................5
Mayar (HK) Ltd & Ors v Owners & Parties, Vessel MV Fortune Express and Ors (2006) 3
SCC 100................................................................................................................................17
MK ranganathan v Govt of Madras AIR 1955 SC 604............................................................12
vi
Mor Modern Cooperative Transport Society Limited v Financial Commissioner and

Secretary to Government of Haryana (2002) 6 SCC 269....................................................10
Morgan Stanley Mutual Fund v Kartick Das 1994 4 SCC 225...............................................17
Murlidhar Kesekar v Vishwanath Pandu 1995 Supp (2) SCC 549..........................................15
Naresh Shanker Srivastava v State of UP (2009) 16 SCC 157................................................15
National Union of Commercial Employees v MR Meher AIR 1960 Bom 22..........................10
Natural Resource allocation, In Re (2012) 10 SCC 1..............................................................15
NHPC Ltd, Faridabad v Punjab State Power Coporation Ltd &OrsPetition No106/2011.......7
Orient Paper Mills v State of Orissa AIR 1957 ORI 232........................................................17
P Alikunju v Commissioner of Income-tax 166 ITR 804..........................................................11
Piara Singh and Ors v The State AIR 1960 P&H 538...............................................................8
Prakash Kumar v State of Gujarat (2005) 2 SCC 409...............................................................4
PS Offshore Inter land Services (P) Ltd v Bombay Offshore Suppliers & Services Ltd [1992]
75Comp cas 583...................................................................................................................17
Quamarul Islam v SK Kanta 1994 Supp (3) SCC 5.................................................................14
R Chandevarapa v State of Karnataka (1995) 5 SCC 309......................................................15
R Santhosh Kumar v State of Tamil Nadu (2014) 2 CTC 1......................................................14
Ram Jawaya Kapur v State of Punjab AIR 1955 SC 549: (1955) 2 SCR 225........................12
Ramabai v Dinesh 1976 Mah LJ 565.........................................................................................8
RC Cooper v Union of India AIR 1970 SC 564.......................................................................10
RekhchandMohota Spinning and Weaving Mills Ltd v State of Maharashtra(1997) 6 SCC 12 4
Rohit Pulp & Paper Mills Ltd v Collector of Central Excise AIR 1991 SC 754.....................12
Rohit Pulp and Paper Mills Ltd v CCE (1990) 3 SCC 447......................................................11
RustomCavasjee Cooper (Banks Nationalisation) v Union of India (1970) 1 SCC 248...........5
S Samuel, Harrisons Malyalam v Union of India (2004) 1 SCC 256........................................8
S Samuel, MD, Harrisons Malyalam v Union of India (2004) 1 SCC 256................................8
Sahejdhari Sikh Federation v Union of India (2011) 3 LAR 409 (P&H)................................15
Samant N Balakrishna v George Fernandez (1969) 3 SCC 238..............................................14
Samatha v State of AP AIR 1997 SC 3279...............................................................................15
Sangwan Col A v Union of India AIR 1981 SC 1545................................................................3
Sate of Bombay v Hospital Mazdoor Sabha AIR 1960 SC 610...............................................13
Secretary, Madras Gymkhana Club Employees Union v Management of Gymkhana Club AIR
1968 SC 54...........................................................................................................................10
vii
SG Chemicals & Dyes Trading Employees' Union v SG Chemicals & Dyes Trading Ltd
(1986) 2 SCC 624...................................................................................................................9
Shah devchand & Co v union of India AIR 1991 SC 1931.....................................................19
Shree Chamundi Mopeds Ltd v Church of South India Trust Association (1992) 3 SCC 1.....12
SM Nilajkar v Telecom District Manager (2003) 4 SCC 27......................................................9
Snehadeep Structures (P) Ltd v Maharashtra Small Scale Industries Development
Corporation Ltd (2010) 3 SCC 34.......................................................................................12
Somawanti v State of Punjab(1963) 2 SCR 774........................................................................5
Somawati v State of Punjab AIR 1963 SC 151........................................................................19
SR Choudhari v State of Punjab(2001) 7 SCC 126...................................................................4
State of AP v National Thermal Power Corp Ltd AIR 2002 SC 1895.....................................16
State of Bihar v KameshwarSingh AIR 1952 SC 252...............................................................5
State of Bihar v Rameshwar Pratap Narain Singh AIR 1961 SC 1649...................................19
State of Haryana v State of Punjab(2004) 12 SCC 692.............................................................1
State of Jharkhand v Govind Singh (2005) 10 SCC 437............................................................8
State of Rajasthan v Union of India (1977) 3 SCC 592.............................................................1
State of Sikkim v Surendra Prasad Sharma (1994) 5 SCC 282.................................................4
Synthetic & Chemical and Anr v State of Uttar Pradesh &Anr(1990) 1 SCC 9........................4
Tejas Constructions & Infrastructure (P) Ltd v Municipal Council, Sendhwa (2012) 6 SCC
464........................................................................................................................................19
Terai Overseas Ltd v Commissioner of Customs, Custom House (2001) 3 CHN 352.............10
Textile Machinery Corpn Ltd v CIT [1977] 107 ITR 195........................................................16
Travancore Sugars & Chemicals Ltd v Pollution Control Board (1990) 2 KLT 924................9
Trilok Chand v Punjab University ILR (2008) P & H 882.....................................................15
Uamarul Islam v SK Kanta 1994 Supp (3) SCC 5...................................................................14
Union of India v Ranbaxy Laboratories Ltd (2008) 7 SCC 502..............................................11
Union of India v SripatiRanjanAIR 1975 SC 1755...................................................................6
Vatan Mal v Kailash Nath (1989) 3 SCC 79............................................................................11
Venkatamma v City Imrovement Trust Board AIR 1972 SC 2683...........................................19
Vishnu Dayal Jhunjhunwala & Anr v Union of India & Ors 1984 Supp SCC 118.................10
Voltas Switchgear Plant Employee’s union v Voltas Switch gear Ltd (2001) 2 Mah LJ 24.....15
Workmen of Indian Standards v Management Of Indian Standards AIR 1976 SC 145..........13
Workmenn of Indian Standards Institution v Management of Indian Standards Institution
(1975) 2 SCC 847...................................................................................................................9
viii
Cases from Other Jurisdiction
Browne v Hartford Fire Ins Co 68 F Supp 796, 798 (ND Ill I959)..........................................18
Capital Cities Communication Inc v Canada (Canadian Radio-Television & telecommunications
Commission) [1978] 2 SCR 141................................................................................................9
Cotman v Brougham [1918-19] ALL ER 265..........................................................................19
De Beers Consolidated Mines v Howe [1906] AC 455............................................................18
Egyptian Delta Land and Investment Co v Todd [1929] AC 1.................................................18
Gilardi v Atchison T & SF Ry I89 F Supp 82, 85 (ND Ill I960)..............................................18
Statutes
General Clauses Act 1897, s 3(8)...............................................................................................6

Industrial Dispute Act 1947.......................................................................................................9
Inter-State Council Order 1990..................................................................................................4
Other Authorities
Dictionary, Oxford English, (Fourteenth impression, Oxford University Press 2012)............16

DP Mittal, Taxmann’s Law Dictionary (Taxmann 2007)..........................................................11
Gove Philip Babcock, Webster's Third New International Dictionary of the English Language
(3rd edn, Merriam-Webster 2002...........................................................................................9
JB Saunders and SR Burrows, Words and Phrases Legally Defined (Butterworth 2006).........9
Moore, James W, Donald T Weckstein, Corporations and Diversity of Citizenship
Jurisdiction: A Supreme Court Fiction Revisited [1964] Harvard Law Review 1426.........17
Note, 44 [1959] MINN L REV 308, 312.................................................................................17
Peter W Hogg, Constitutional law of Canada (5th edn, Thomson Carswell 2007) 22; P Ramanatha
Aiyar, The Law Lexicon (2nd edn, Wadhwa & Co Nagpur 1997..................................................9
ix
Statement of Jurisdiction
STATEMENT OF JURISDICTION
The Hon’ble Supreme Court of Aryavrat exercises its Original Jurisdiction with respect to
any dispute referred to in Article 131 of the Constitution of Aryavrat. The Plaintiff submits to
the Jurisdiction of this Hon’ble Court under Article 131. The present memorandum set forth
the facts, contentions and arguments in the present case.
x
Arguments Presented
STATEMENT OF FACTS
I
The Republic of Aryavart is a large, populous and diverse country. The State of Uttam
Pradesh is the largest, most populated (12 crores approx. - 2011 Census) and most diverse
state of Aryavart. The western half of the State has a mountainous terrain with Aryavart’s
largest river, Saraswati, flowing through it. However, the eastern part is rather dry and
depends mostly on some man-made canals bringing Saraswati’s water from the western side
for irrigation and other purposes. Lately, State of Uttam Pradesh was undergoing turmoil, as a
large section of the society was demanding the creation of a new state, ‘Samridh Pradesh’.
II
On February 2, 2014, the Parliament of Aryavart passed The Uttam Pradesh Reorganisation
Act, 2014 (hereinafter “the Act”),which got published in the Official Gazette of Aryavart on
the same day, declaring Samridh Pradesh as the 21st state of Aryavart. The territorial division
was such that the western half of the territory of the erstwhile State remained as Uttam
Pradesh and the eastern half came to be known as Samridh Pradesh.
III
Uttam Pradesh Power Corporation Ltd. (hereinafter “UPPCL”), a corporation formed by way
of a resolution of the erstwhile State under provisions of the Aryavart Companies Act, 1956
and the Electricity (Supply) Act, 1948, was solely responsible for production and distribution
of electricity in the erstwhile State. Thereafter, the Registrar of Companies incorporated
UPPCL as a Company and a certificate to that effect was granted to it. As per the
Memorandum of Association the main objects of the UPPCL are construction, generation and
maintenance of Hydroelectric Power Stations and Projects and to sell the power so generated
to the consumers of the State. The registered head office of the aforementioned Corporation is
situated in the Kashinagri district, its hydroelectric power plant is located the Oudh district
and it has its distribution units in all the major districts of Uttam Pradesh. Generally, half of
the Board of Directors sat at the Oudh office and the other half at the Kashinagri office of the
corporation. The meetings of the corporations were held as per the convenience of the Board.
IV
By an order dated March 27, 2014, the State of Samridh Pradesh, acquired the UPPCL as its
undertaking and also made amendments in its Memorandum and Articles of Association
xi
Arguments Presented
accordingly. The registered head office remained in Kashinagri, capital of Samridh Pradesh.
On March 28, 2014, the Advocate General of Uttam Pradesh stated that the order dated
March 27, 2014 is arbitrary, illegal and in stark violation of the provisions of the Act.
V
On April 14, the Central Government appointed a panel (hereinafter “the Panel”) to resolve
the dispute between the two states. It gave several proposals to both the states to reach an
amicable solution/ mutual agreement in accordance with the Act. On May12, 2014, the Panel
proposed a settlement under which Uttam Pradesh was to retain ownership over the
hydroelectric power plant and the distribution units located within its territory. Samridh
Pradesh was to get the ownership and control over UPPCL and several distribution units
located within its territory. It was proposed that Samridh Pradesh would pay a predetermined
amount as rent to Uttam Pradesh every year for using the power plant and the distribution
units and will also buy electricity produced from the power plant at a price decided by an
Expert Committee appointed by the Central Government.
VI
The Chief Minister of Uttam Pradesh, in a reply to the proposal of the Panel, stated that it can
accept the proposal of the Panel on two conditions. Firstly, the amount of rent would be
decided by the State, commensurate to the current market rate, and it would reserve the right
to increase the rent if the value of the property increases over time. Secondly, the State of
Samridh Pradesh will have to pay for the water of the river Saraswati used by the
hydroelectric power plant, at a reasonable rate determined by the State. The Chief Minister of
Samridh Pradesh rejected the proposal and refused to pay any rent determined by Uttam
Pradesh or for the electricity produced from its own power plant. Also, stated that Uttam
Pradesh couldn’t charge Samridh Pradesh for using the water of the river. Thereafter, the
Central Government presented a few more similar proposals to the two states in dispute.
VII
On July 17, 2014, the Union of Aryavart filed a petition against the State of Uttam Pradesh
and the State of Samridh Pradesh under Article 131 of the Constitution of Aryavart, invoking
the original jurisdiction of the Supreme Court of Aryavart. Subsequently, State of Uttam
Pradesh also filed an Article 131 petition before the Supreme Court of Aryavart challenging,
inter alia, the order dated March 27, 2014 passed by the State of Samridh Pradesh. On the
date of listing, the Court clubbed both the petitions, and listed them for hearing on September
6, 2014.
xii
Arguments Presented
ARGUMENT PRESENTED
I. WHETHER THE PETITION FILED BY UNION OF ARYAVART IS

MAINTAINABLE UNDER ARTICLE 131 OF THE CONSTITUTION?
II. WHETHER THE PANEL CONSTITUTED BY THE CENTRAL GOVERNMENT
CAN BE CONSIDERED AS INTER-STATE COUNCIL SET UP UNDER ARTICLE
263 OF THE CONSTITUTION OF ARYAVART AND WHETHER THE STATES
ARE BOUND TO ACCEPT THE PROPOSAL(S) OF SUCH A COUNCIL?
III. WHETHER THE STATE OF UTTAM PRADESH AND STATE OF SAMRIDH
PRADESH FAILED TO TAKE APPROPRIATE STEPS TO THE SETTLE THE
DISPUTE CONCERNING UPPCL?
IV. WHETHER IT IS LEGAL FOR THE STATE OF UTTAM PRADESH TO CHARGE
FOR THE WATER OF RIVER SARASWATI TO BE USED BY THE
HYDROELECTRIC POWER PLANT LOCATED IN OUDH?
V. WHETHER UPPCL, A COMPANY INCORPORATED UNDER THE ARYAVART
COMPANIES ACT, FALLS WITHIN THE AMBIT OF THE TERM
“UNDERTAKING” WHEN THE SAME HAS NOT BEEN DEFINED UNDER THE
UTTAM PRADESH REORGANISATION ACT?
VI. WHETHER THE ORDER DATED MARCH 27, 2014 PASSED BY THE STATE OF
SAMRIDH PRADESH AND THE AMENDMENTS TO THE MEMORANDUM
AND ARTICLES OF ASSOCIATION OF UPPCL ARE IN VIOLATION OF
SECTION 23 AND/ OR SECTION 28 OF THE UTTAM PRADESH
REORGANISATION ACT, ARYAVART COMPANIES ACT AND/ OR ANY OTHER
LAW IN FORCE IN ARYAVART?
VII. WHETHER THE STATE OF UTTAM PRADESH IS LEGALLY ENTITLED TO
CLAIM OWNERSHIP OVER THE ASSETS OF UPPCL LOCATED WITHIN ITS
TERRITORY, INCLUDING THE HYDROELECTRIC POWER PLANT LOCATED
IN ITS OUDH DISTRICT?
xiii
Summary of Arguments
SUMMARY OF ARGUMENTS
I. The suit filed by the Union of Aryavart is not maintainable under Article 131 of the
Constitution.
There are two limitations in regard to the nature of the suit which can be entertained by the Supreme
Court under this Article. The second limitation as to subject-matter under Article 131 flows from the
words “if and in so far as the dispute involves any question (whether of law or fact) on which the
existence or extent of a legal right depends.” The Plaintiff in the present case claims the assertion and
vindication of its legal rights Government to act as Parens Patriae of its citizens.
However, the doctrine of Parens Patriae as recognized in India is based only when the same is
reinforced by statutory provisions. The Central Government in the present case has no locus before
the Hon’ble Supreme Court of Aryavart as their legal right to act as Parens Patriae is not reinforced
by statutory provisions. Hence, the suit filed by the Union of Aryavart is not maintainable before the
Court.
Secondly, the Defendant submits that the field is occupied by the Reorganization Act and therefore,
leaves no room for executive discretion. Section 23 and 28 of the Uttam Pradesh Reorganization Act
do not vest any such power in the Central Government. Furthermore, once Parliament has passed the
Reorganization Act, the Union cannot rely on its general executive powers under Article 73, read with
Article 3 and 4, to intervene in the dispute concerning UPPCL in the absence of any specific statutory
provision to that effect. Hence, the exercise of any power by the Central Government either by
appointment of a Panel or otherwise, is de hors the Reorganization Act and the provisions of the
Constitution.
II. The Panel constituted by the Central Government is an Inter-State Council set up
under Article 263 of the Constitution of India and the recommendations made by the Panel are
not binding in nature, as the same is an Inter-State Council.
The Panel appointed by the Central Government is an Inter-State Council within the meaning of
Article 263 of Constitution. Firstly, the expression “if at any time” and “establishment of a Council”
used in Article 263 should be given a broader interpretation. It is well-settled that a Constitution must
not be construed in a narrow and pedantic sense. Hence, the meaning of the expression “if any time”
and “establishment of a Council” should be interpreted to include any situation which requires
expedient resolution of disputes which will serve public interest by way of setting up a temporary
xiv
Inter-State Council. Thus, the President will not be deemed to have exhausted his powers of setting up
another Inter-State Council, once an order is passed under Article 263. It is in this context the meaning
of public interest would be relevant. The meaning of public interest, appearing in would have to be
construed in the context it appears in Article 263 and should take its colour from it. Thus, Public
interest in Article 263 would mean to include the general interest of the community which may be
hampered from disputes arising between two States. Thus, in the instant case, public interest would
have been served by setting up an Inter-State Council as situation in Aryvart has deteriorated due to
the dispute concerning UPPCL between the two States.
Thirdly, Article 77(2) lays down the manner in which the order of the Central Government is
authenticated. This provision immunizes an order from being challenged on one ground only i.e. it
has not been made by the President and the validity of an order or instrument which is so
authenticated shall not be called in question on the ground that it is not an order or instrument made or
executed by the President. Hence, the validity of the manner of appointing the Panel i.e. the Inter-
State Council by the Central Government cannot be called into question into ground that it is not an
order or instrument made by the President.
III. The State of Uttam Pradesh and State of Samridh Pradesh took appropriate steps to
settle the dispute concerning UPPCL.
The two states have taken appropriate steps to resolve the dispute concerning UPPCL. Both the Chief
Ministers of two States have submitted their proposals. However, with respect to the
recommendations made by the Panel, it is submitted that they were not feasible and practical in the
long term while only providing a temporary resolution to the dispute.
IV. The State of Uttam Pradesh cannot legally charge for the water of river Saraswati to be
used by the Hydroelectric Power Plant located in Oudh.
Regulation 31 (1) of the Central Electricity Regulations provide fixed cost of a hydro generating
station. It shall be computed on annual basis, based on norms specified under these regulations, and
shall be recovered on monthly basis under capacity charge (inclusive of incentive) and energy charge.
However, water charges can only be recovered by levying additional energy charges which is not
contemplated by the language of Regulations framed by CERC in this regard. Hence, the State of
Uttam Pradesh cannot legally charge for the water of river Saraswati to be used by the Hydroelectric
Power Plant located in Oudh.
xv
V. UPPCL, a company incorporated under the Aryavart Companies Act, falls

within the ambit of the term “undertaking” when the same has not been defined under
the Uttam Pradesh Reorganisation Act
The Defendant submits that the word “Undertaking” has not been defined in the Uttam Pradesh
Reorganisation Act, and therefore in order to gather the true import of the statute, reference has to be
made to the context and object and purpose of the legislative measure in question. The words when
not defined in a statute, when those words are clear, plain or unambiguous, it must be given plain
meaning and construed in popular sense as understood in common parlance. It has been observed by
the Apex Court that the undertaking may be either a ‘private undertaking’ or a ‘Government or public
sector undertaking’ including a statutory corporation. The word ‘undertaking’ should be read in
entirety with the words preceding and following it. The expression ‘undertaking’ means a separate
and distinct business or industrial activity and does not comprehend an infinitesimally small part of
manufacturing process, it is however the assets, rights and obligation of a going concern which
constitutes the undertaking.
VI. The order dated March 27, 2014 passed by the State of Samridh Pradesh and the
amendments to the memorandum and articles of association of UPPCL, are not in
violation of section 23 and/ or section 28 of the Uttam Pradesh Reorganisation Act,
Aryavart companies act and/ or any other law in force in Aryavart
The defendant humbly submits that the order issued by the Government of Samridh Pradesh
on March 27, 2014 is valid. It is submitted that the order flows from the provisions of section
23 of the Reorganisation Act. It is further submitted that the section 28 of the Act does not
guide the parties to the dispute and therefore, the order is not violative of section 28.
Furthermore, it is submitted that the order was passed to expeditiously in the matter due to
the urgency of social order, and public interest. The defendants, most respectfully submit that
under the scheme of distributive justice, to which the concept of opportunity cost belongs,
financial mechanics, public investments, warrants that the state of Samridh Pradesh is
transferred the controlling stakes in UPPCL.
VII. Whether the State of Uttam Pradesh is not legally entitled to claim ownership
over the assets of UPPCL located within its territory, including the hydroelectric power
plant located in its Oudh district
The defendant humbly submits that the state of Uttam Pradesh is not legally entitled to the
assets of UPPCL located within its territorial jurisdiction. The defendant submits that since
UPPCL is exclusively located in Samridh Pradesh by virtue of its registered head office,
therefore the assets and liabilities of UPPCL, financial and non financial pass on to the state
xvi
of Samridh Pradesh. The counsel submit that the power generation function, even if
identified distinctively, under regulatory laws, the same cannot be used to divide the
undertaking into fractions which leaves one fraction redundant without the other even if the
other part to a limited extent can stand independently. In Arguendo, the defendants submit
that if the Hon’ble Court comes to the conclusion that the proviso to section 23 of the
Reorganisation Act is applicable, to the instant case, then, based upon the principles of
distributive justice and the fact that absolute conferment of all the properties and control of
UPPCL in one state without adequate reimbursement to the other state will be prejudicial to
the interest of such other state, the state of Samridh Pradesh respectfully offers a scheme of
settlement under the proviso to section 23 of the Reorganisation Act.
xvii
Arguments Advanced
ARGUMENTS ADVANCED
I. THE SUIT FILED BY THE UNION OF ARYVART IS NOT MAINTAINABLE

UNDER ARTICLE 131 OF THE CONSTITUTION OF INDIA.
The Defendants submits that the intervention of the Union of Aryavart in the dispute
concerning UPPCL between the two States is ultra vires the provisions of Uttam Pradesh
Reorganization Act, 2014. This submission of the Defendants is two-fold:
(1) The Plaintiff has no legal right to represent the residents of the two States of Uttam
Pradesh and Samridh Pradesh as Parens Patriae of its citizens.
(2) The Plaintiff’s intervention in the dispute concerning UPPCL is ultra vires the
provision of Uttam Pradesh Reorganization Act, 2014.
1. The Plaintiff has no legal right to represent the residents of the two States of
Uttam Pradesh and Samridh Pradesh as Parens Patriae of its citizens.
The Defendant submits that the limitation as to subject-matter under Article 131 flows from
the words “if and in so far as the dispute involves any question (whether of law or fact) on
which the existence or extent of a legal right depends.” These words clearly indicate that the
dispute must be one relating to a legal right and not a dispute on the political plans, not based
on a legal right.1 Hence, it is submitted that the constitutional capacity of the Plaintiff to act in
an intended manner is enough to attract the application of Article 131, particularly when the
defendant claims that right exclusively for itself. It is in this context that the Plaintiff may
argue that it has a legal right to represent its residents as Parens Patriae of the citizens of the
country and place reliance on the landmark case of Charan Lal Sahu v Union of India2.The
Court therein was dealing with the constitutional validity of Bhopal Gas Leak Disaster
(Processing of Claims) Act, 1985. Section 3 of the Act provided for the substitution of the
Central Government with the right to represent and act in place of (whether within or outside
India) every person who has made or is entitled to make, a claim in respect of the disaster.
The State had taken over the rights and claims of the victims in the exercise of sovereignty in
order to discharge the constitutional obligations as the parent and guardian of the victims who
in the situation as placed needed the umbrella of protection. Section 4 of the Act provided
1
State of Haryana v State of Punjab (2004) 12 SCC 692; State of Rajasthan v Union of India (1977) 3 SCC 592.
2
Charan Lal Sahu v Union of India (1990) 1 SCC 613.
1
Arguments Advanced
that, before entering into any settlement affecting the rights and claims of the victims, some
kind of notice or information should be given to the victims. The Court further observed:
“Conceptually, Parens Patriae theory is the obligation of the State to protect and take into
custody the rights and privileges of its citizens for discharging its obligations. Our
Constitution makes it imperative for the State to secure to all its citizens the rights guaranteed
by the Constitution and where the citizens are not in a position to assert and secure their
rights, the State must come into picture and protect and fight for the right of the citizens. The
Preamble to the Constitution, read with the Directive Principles contained in Articles 38, 39
and 39A enjoins the State to take up these responsibilities.”3
However, it is pertinent to note that the Act in question, in that case had been passed in
recognition of the right of the sovereign to act as Parens Patriae. The Government of India in
order to effectively safeguard the rights of the victims in the matter of the conduct of the case
was entitled to act as Parens Patriae, which position was enforced by the statutory
provisions, namely the Act.4 Therefore, the particular case is completely distinguishable from
the instant case. The Central Government in the present case has no locus before the Hon’ble
Supreme Court of Aryavart as their legal right to act as Parens Patriae is not reinforced by
statutory provisions. Hence, the suit filed by the Union of Aryavart is not maintainable before
the Court.
2. The Plaintiff’s intervention in the dispute concerning UPPCL is ultra vires the
provision of Uttam Pradesh Reorganization Act, 2014.
The Defendants submits that the apportionment of the assets and liabilities between the two
States of Samridh Pradesh and Uttam Pradesh is governed by the provisions of the Uttam
Pradesh Reorganization Act, 2014. It is submitted that a perusal of Section and Section 28 of
the Act do not provide any intervention of the Central Government. In this context, Section
23 of the Uttam Pradesh Reorganization Act may be contrasted with Section 43 and 54 of the
Madhya Pradesh Reorganization Act, which deals with the apportionment of assets and
liabilities relating to any commercial or industrial undertaking of the State of Madhya
Pradesh. The said provisions specifically provides for the intervention of the Central
Government, as it may by order, direct. However, to the contrary, Section 23 and 28 of the
Uttam Pradesh Reorganization Act do not vest any such power in the Central Government.
3
Charan Lal Sahu (n 1) 648.
4
Charan Lal Sahu (n 1).
2
Arguments Advanced
Hence, the Defendant submits that the field is occupied by the Reorganization Act and
therefore, leaves no room for executive discretion.
The Defendant further places reliance on the power given to the President or the Governor to
frame rules under Article 309 of the Constitution regarding conditions of service. If rules
have been framed under 309 of the Constitution regarding conditions of service, the executive
power must yield to the provisions of the said rules. Having made the rules, the State
Government cannot rely on its general executive power under Article 162. 5 In a similar
manner, once the Parliament has passed the Reorganization Act, the Union cannot rely on its
general executive powers under Article 73, read with Article 3 and 4, to intervene in the
dispute concerning UPPCL in the absence of any specific statutory provision to that effect. It
is further contended that power of the executive under Article 73 extends only to matter as
specified in List I and List III of the VII Schedule of the Constitution. It does not extend to
any law made by the Parliament made in exercise of its plenary and supreme powers under
Article 3 and 4. Hence, the exercise of any power by the Central Government either by
appointment of a Panel or otherwise, is de hors the Reorganization Act and the provisions of
the Constitution.
Thus, it is vehemently contended that the suit filed by the Union of Aryavart is not
maintainable.
II. THE PANEL CONSTITUTED BY THE CENTRAL GOVERNMENT IS AN

INTER-STATE COUNCIL SET UP UNDER ARTICLE 263 OF THE CONSTITUTION
OF ARYAVART AND THE STATES ARE NOT BOUND TO ACCEPT THE
PROPOSAL OF SUCH A COUNCIL.
The Defendants submits that the President has powers under Article 263 of the Constitution
of Aryavart to establish a Council, where it appears to him that Public interest would be
served. It is submitted that the Panel appointed by the Central Government is an Inter-State
council within the meaning of Article 263. This submission of the Defendant is primarily
three fold:
(1) The expression “if at any time” and “establishment of a Council” in Article 263 must
be given a broad interpretation.
5
J & K Public Service Commission v Narinder Mohan AIR 1994 SC 1808: (1994) 2 SCC 630; Sangwan Col A v
Union of India AIR 1981 SC 1545.
3
Arguments Advanced
(2) Meaning of Public Interest in Article 263 means public welfare hampered due to a
dispute arising between two States.
(3) The validity of the manner of appointing the Panel i.e. the Inter-State Council by the
Cnentral Government cannot be called into question into ground that it is not an order or
instrument made by the President.
1. The expression “if at any time” and “establishment of a Council” in Article 263
must be given a broad interpretation
It is submitted that the on the recommendation of Sarkaria Commission for establishing a
permanent Inter-State Council, the Council was set-up under Article 263 of the Constitution
of India vide Presidential Order (hereinafter referred to as the Presidential Order) dated
28.5.1990.6The Defendant submits that the expression “if at any time” and “establishment of
a Council” used in Article 263 should be given a broader interpretation. It is well-settled that
a Constitution must not be construed in a narrow and pedantic sense. 7 It is well to remember
that the meaning of the expressions used in the Constitution must be found from the language
used. We should interpret the words of the Constitution on the same principle of
interpretation compel one to take into account the nature and scope of the Act which requires
interpretation. A Constitution is the mechanism under which laws are to be made and nor
merely an Act which declares what the laws is to be. It is also well settled that a constitution
must not be construed in any narrow or pedantic sense and that construction must not be
construed in any narrow or pedantic sense and that construction which is most beneficial to
the widest possible amplitude of its power, must be adopted.8 Hence, the meaning of the
expression “if any time” and “establishment of a Council” should be interpreted to include
any situation which requires expedient resolution of disputes which will serve public interest
by way of setting up a temporary Inter-State Council. Thus, the President will not be deemed
to have exhausted his powers of setting up another Inter-State Council, once an order is
passed under Article 263. Hence, it will be too narrow and pedantic an approach, if the
interpretation of Article 263 is done in a manner, which whittles down its scope and purpose
i.e. public interest. It is in this context the meaning of public interest would be relevant.
6
Inter-State Council Order 1990.
7
Rekhchand Mohota Spinning and Weaving Mills Ltd v State of Maharashtra(1997) 6 SCC 12; State of Sikkim v
Surendra Prasad Sharma (1994) 5 SCC 282; AN Roy v Suresh Sham Singh(2006) 5 SCC 745; Kartar Singh v
State of Punjab (1994) 3 SCC 569; SR Choudhari v State of Punjab(2001) 7 SCC 126; Prakash Kumar v State
of Gujarat (2005) 2 SCC 409; AK Gopalan v State of Madras 1950 SCR 88.
8
Synthetic & Chemical and Anr v State of Uttar Pradesh &Anr (1990) 1 SCC 9.
4
Arguments Advanced
2. Meaning of Public Interest in Article 263 means public welfare hampered due to
a dispute arising between two States.
In its common parlance, the expression “public interest”, like “public purpose”, is not capable
of any precise definition. It does not have a rigid meaning, is elastic and takes its color from
the statute in which it occurs, the concept varying with time and state of society and its
needs.9 It also means the general welfare of the public that warrants recognition and
protection; something in which the public as a whole has a stake.10The meaning of the phrase
“public purpose” is predominantly a purpose for the welfare of the general public. 11 Broadly
speaking the expression “public purpose” would, however, include a purpose in which the
general interest of the community, as opposed to the particular interest of individuals, is
directly and vitally concerned.12
Thus, the meaning of public interest, appearing in would have to be construed in the context
it appears in Article 263 and should take its color from it. Thus, Public interest in Article 263
would mean to include the general interest of the community which may be hampered from
disputes arising between two States. Thus, in the instant case, public interest would have been
served by setting up an Inter-State Council as situation in Aryavart has deteriorated due to the
dispute concerning UPPCL between the two States.
Hence, the Panel appointed by the Central Government is an Inter-State Council within the
meaning of Article 263 of the Constitution.
3. The validity of the manner of appointing the Panel i.e. the Inter-State Council by
the Central Government cannot be called into question into ground that it is not an
order or instrument made by the President.
Article 77(1) prescribes the mode in which the executive action of the Central Government is
to be expressed. Article 77(2) lays down the manner in which the order of the Central
Government is authenticated. This provision immunizes an order from being challenged on
one ground only i.e. it has not been made by the President and the validity of an order or
instrument which is so authenticated shall not be called in question on the ground that it is not
an order or instrument made or executed by the President. 13The implication of Article 77(1)
9
State of Bihar v KameshwarSingh AIR 1952 SC 252.
10
Bihar Public Service Commission vSaiyed Hussain Abbas Rizwi (2012) 13 SCC 61.
11
Rustom Cavasjee Cooper (Banks Nationalisation) v Union of India (1970) 1 SCC 248.
12
Somawanti v State of Punjab (1963) 2 SCR 774.
13
Major EG Barsay v State of Bombay AIR 1961 SC 1762.
5
Arguments Advanced
and Article 77(2) are is that they are directory.14 In view of Article 77, President’s ‘personal
satisfaction’ is not essential for issuing an order. 15In the cabinet system, the ‘satisfaction’ of
the President does not mean this ‘personal satisfaction’ but the satisfaction of the President in
the Constitutional sense i.e. the satisfaction of the Council of Ministers. 16 Furthermore, in the
General Clauses Act, Central Government means the President.17
Hence, the validity of the manner of appointing the Panel i.e. the Inter-State Council by the
Central Government cannot be called into question into ground that it is not an order or
instrument made by the President.
In light of the above mentioned contentions the Panel appointed by the Central Government
is an Inter-State Council.
Furthermore, a bare perusal of Article 263 suggests that recommendations of the Council are
advisory in nature and merely recommendatory. Hence, they are not binding on the States
concerned.
III. THAT THE STATE OF UTTAM PRADESH AND STATE OF SAMRIDH

PRADESH TOOK APPROPRIATE STEPS TO SETTLE THE DISPUTE
CONCERNING UPPCL
The conundrum of the Uttam Pradesh Reorganisation Act, 2014 is that the only solution it
provide for in the case of a dispute is by mutuality of agreement where a consensus has to be
arrived upon by both the states, Whereas, there has been no remedy or solution been provided
when the interests of both the states are conflicting and prejudice to interest of both the
States. The present issue at hand deals with, whether appropriate steps have been taken by
both the states in order to settle the dispute.
The Defendant submits that the State of Uttam Pradesh and the State of Samridh Pradesh
have taken appropriate steps in order to settle the dispute in accordance with the mandate of
the Section 23 of the Act. However, with respect to the recommendations made by the Panel, it is
submitted that they were not feasible and practical in the long term while only providing a temporary
resolution to the dispute. The Chief Ministers of the respective states have put forth several
proposals and were respectively rejected by one or the other state. Thus it is humbly
14
DattatrayaMoreshwar v State of Bombay AIR 1952 SC 181.
15
K AnadaNambiar v Government of Madras AIR 1966 SC 657.
16
Union of India v SripatiRanjanAIR 1975 SC 1755; BL Wadehra v Union of India AIR 1998 Del 436.
17
General Clauses Act 1897, s 3(8).
6
Arguments Advanced
submitted that, the failure to arrive upon a consensus cannot be inferred as no appropriate
steps being taken to settle the dispute concerning UPPCL.
IV. THAT IT IS NOT LEGAL FOR THE STATE OF UTTAM PRADESH TO

CHARGE FOR THE WATER OF RIVER SARASWATI TO BE USED BY THE
HYDRO-ELECTRIC POWER PLANT LOCATED IN OUDH
The Defendant submits that Central Electricity Regulatory Commission (Terms and
Conditions of Tariff) Regulations, 2014 (hereinafter referred to as the Regulations) are
framed by the Central Electricity Regulatory Commission, in exercise of powers conferred
under section 178 of the Electricity Act, 2003 (36 of 2003) read with section 61 thereof and
all other powers enabling it in this behalf.
Regulation 20(2) of the Regulations concerning Tariff Structure provides the tariff for supply
of electricity from a hydro generating station. It comprises capacity charge and energy charge
to be derived in the manner specified in Regulation 31 of these regulations, for recovery of
annual fixed cost (consisting of the components referred to in regulation 21) through the two
charges.
Regulation 31 (1) of the Regulations provide fixed cost of a hydro generating station. It shall
be computed on annual basis, based on norms specified under these regulations, and shall be
recovered on monthly basis under capacity charge (inclusive of incentive) and energy charge,
which shall be payable by the beneficiaries in proportion to their respective allocation in the
saleable capacity of the generating station, i.e., in the capacity excluding the free power to the
home State. Regulation 31 (4) provides that the energy charge shall be payable by every
beneficiary for the total energy scheduled to be supplied to the beneficiary, excluding free
energy, if any, during the calendar month, on ex power plant basis, at the computed energy
charge rate. Thus in case of hydro generating station, annual fixed cost is recovered through
capacity charge and energy charge whereas in case of thermal generating station, capacity
charge is used for recovery of annual fixed cost and energy charge is used for recovery of
primary fuel cost.18 Thus, water charge as fuel cost can be recovered in a thermal power
station but not a hydro-power station. However, Central Electricity Regulatory Commission
in NHPC Ltd, Faridabad v Punjab State Power Corporation Ltd & Ors has observed that
water charge can be recovered as additional energy charges and passed on the beneficiaries as
18
NHPC Ltd, Faridabad v Punjab State Power Corporation Ltd & Ors Petition No 106/2011.
7
Arguments Advanced
variable cost as is the case with primary fuel cost in respect of thermal station subject to the
relevant and suitable amendments in the Regulations concerning fixed cost of hydro
generating station. Thereafter, amendments were made by the Commission in the Tariff
Regulations. However, these amendments concern only the hydro generating stations located
in the State of Jammu and Kashmir. It provides that any expenditure incurred for payment of
water usage charges to the State Water Resources Development Authority, Jammu under
Jammu & Kashmir Water Resources (Regulations and Management) Act, 2010 shall be
payable by the beneficiaries as additional energy charge in proportion of the supply of power
from the generating stations on month to month basis.
Hence, it is submitted that the Tariff regulations do not contemplate any charge for water used
by the hydro-electric power plants except, wherein specifically provided for in the
Regulations themselves.
In light of the above submission, it is contended that it is not legal for the State of Uttam
Pradesh to charge for the water of River Saraswati by hydro-electric power plant located in
Oudh.
V. THAT UPPCL, A COMPANY INCORPORATED UNDER THE ARYAVART

COMPANIES ACT, FALLS WITHIN THE AMBIT OF THE TERM
“UNDERTAKING” WHEN THE SAME HAS NOT BEEN DEFINED UNDER THE
REORGANISATION ACT
The Defendant submits that the word “Undertaking” has not been defined in the Uttam
Pradesh Reorganisation Act, and therefore in order to gather the true import of the statute,
reference has to be made to the context and object and purpose of the legislative measure in
question.19 When a word is not been defined in a statute, for finding the intention of the
legislature resort has to be made to dictionaries and judicial interpretation of the word as used
in other statutes.
1. When Meaning of a word not defined is Plain, it must be given effect irrespective
of the Consequences
The Defendant submits that, when a word is not defined in a statute and when those words
are clear, plain or unambiguous20, it must be given plain meaning and construed in popular
sense as understood in common parlance.21 The Hon’ble Supreme Court of India in Indian
19
Piara Singh and Ors v The State AIR 1960 P&H 538.
20
State of Jharkhand v Govind Singh (2005) 10 SCC 437.
21
S Samuel, Harrisons Malyalam v Union of India (2004) 1 SCC 256; Ramabai v Dinesh 1976 Mah LJ 565.
8
Arguments Advanced
Hotels Co Ltd v ITO observed that the word ‘Industrial undertaking’, has to be understood as
per common parlance language.22
In Webster's New International Dictionary "undertaking" has been assigned the meaning:
"The act of one who undertakes or engages in a project or business; the business of an
undertaker: a business, work, or project which one engages in or attempts".23
In Words and Phrases legally defined, "Undertaking’ has been defined as:
It includes any trade, business or profession and, in relation to a public or local authority,
includes any of the powers or duties of that authority, and, in relation to any other body of
persons, whether corporate or unincorporated, includes any of the activities of that body".24
In the Capital Cities case, the Supreme Court of Canada observed that "Undertaking" is not a
physical thing but is an arrangement under which of course physical things are used. 25 An
"undertaking" is an intangible "arrangement" or "organization" or "enterprise".26
It is thus observed by the Court that the word “undertaking” wherever it occurs in the
Industrial Disputes Act, 1947 unless a specific meaning is given to that term by that particular
provision27, is to be understood in its ordinary meaning and sense, 28 connoting thereby any
work, enterprise, project or business undertaking.29 Undertaking is a concept narrower than
industry. An undertaking may be a part of the whole, that is, the industry. It carries a restricted
meaning30 and a wide meaning & liberal approach is warranted for the advancement of the
object and purpose of the legislation.31
In case Mor Modern Cooperative Transport Society Limited v Financial Commissioner and
Secretary to Government of Haryana, the court applying the dictionary meaning of the word
‘undertaking’ held that it is abundantly clear that the undertaking may be either a ‘private
22
Indian Hotels Co Ltd v ITO AIR 2000 SC 2645; Travancore Sugars & Chemicals Ltd v Pollution Control
Board (1990) 2 KLT 924.
23
Gove Philip Babcock, Webster's Third New International Dictionary of the English Language (3rd edn,
Merriam-Webster 2002).
24
JB Saunders and SR Burrows, Words and Phrases Legally Defined (Butterworth 2006).
25
Capital Cities Communication Inc v Canada (Canadian Radio-Television & telecommunications Commission) [1978] 2
SCR 141.
26
Peter W Hogg, Constitutional law of Canada (5th edn, Thomson Carswell 2007) 22; P Ramanatha Aiyar, The Law
Lexicon (2nd edn, Wadhwa & Co Nagpur 1997).
27
Industrial Dispute Act 1947.
28
SG Chemicals & Dyes Trading Employees' Union v SG Chemicals & Dyes Trading Ltd (1986) 2 SCC 624.
29
Hindustan Steel Ltd v Workmen (1973) 3 SCC 564.
30
SM Nilajkar v Telecom District Manager (2003) 4 SCC 27.
31
Workmenn of Indian Standards Institution v Management of Indian Standards Institution (1975) 2 SCC 847.
9
Arguments Advanced
undertaking’ or a ‘Government or public sector undertaking’32 including a statutory

corporation. Therefore, a State undertaking such as Haryana Roadways is within the
contemplation of sub-section (2) of Section 68 of the Act.33
Thus, it is humbly submitted that, the Court is entitled to put recourse on the dictionary
meaning34 and therefore the word ‘Undertaking’ has to be construed in wider sense and can
be inferred as an enterprise analogous to trade and business or can even be interpreted as a
public sector undertaking in the present case.
2. ‘Undertaking’ as interpreted under different Legislations in furtherance of the

Object and Purpose of the Statute
The Defendant submits that, since there exist different meaning of an expression, the same
has to construe with reference to the subject and the context 35 wherein it appears.36 The
meaning of the word 'undertaking' has to be understood in this background and context 37; it
can be used in its economic sense and in its wider connotation. It is an expression of flexible
semantics and variable connotation.38 The word ‘undertaking’ must be defined as ‘any
business or any work or project which one engages in or attempts as an enterprise analogous
to business or trade39, and which can be owned and transferred.40 The Hon’ble court in case of
Central Inland water Transport Corp. Ltd v Workmen, 41 observed that the word
“establishment” may consist of different departments or undertakings. “Establishment”
means the whole trading, business or manufacturing apparatus with a separate identifiable
existence. This apparatus which is used for the purpose of carrying on trade, business or
undertaking may change hands and pass from one owner to another. When the ownership of
the establishment, which is nothing but another name for this apparatus, is transferred from
one person to another, the establishment remains the same: merely its ownership is changed
and it cannot be said to be a new establishment in the hands of the transferee.
32
Leelabai Gajanan Pansare & Ors v Oriental Insurance Company & Ors (2008) 9 SCC 720.
33
Mor Modern Cooperative Transport Society Ltd v Financial Commissioner and Secretary to Government of
Haryana (2002) 6 SCC 269.
34
Karnani Properties Ltd v Augustine AIR 1957 SC 309.
35
Terai Overseas Ltd v Commissioner of Customs, Custom House (2001) 3 CHN 352.
36
Baldev Singh Gandhi v State of Punjab (2002) 3 SCC 667.
37
Vishnu Dayal Jhunjhunwala & Anr v Union of India & Ors 1984 Supp SCC 118.
38
Carew & Co Ltd v Union of India (1975) 2 SCC 791.
39
RC Cooper v Union of India AIR 1970 SC 564, 630; Secretary, Madras Gymkhana Club Employees Union v
Management of Gymkhana Club AIR 1968 SC 54; Bangalore Water Supply & Sewerage Board v A Rajappa
(1978) 2 SCC 213; CDS Financial Services (Mauritius) Ltd v BPL Communications Ltd (2004) 121 Comp Cas
374 Bom.
40
National Union of Commercial Employees v MR Meher AIR 1960 Bom 22, 24.
41
Central Inland water Transport Corp Ltd v Workmen (1975) 4 SCC 348.
10
Arguments Advanced
The expression ‘undertaking’ means a separate and distinct business42 or industrial activity
and does not comprehend an small part of manufacturing process 43, it is however the assets,
rights and obligation of a going concern which constitutes the undertaking.44
The Defendants submits that a word not defined should be read in conjunction with words
preceding or following it45, therefore “the meaning of a word is to be judged by the company
it keeps”.46 In the present case, the word ‘undertaking’ should be read in entirety with the
words preceding it i.e. ‘Commercial’ or ‘Industrial’. Construing the words “industrial
undertaking” occurring in S. 54D of the Income-tax Act, the Hon’ble Supreme Court of India
in P. Alikunju v. Commissioner of Income-tax47 stated thus:
Words used in a statute dealing with matters relating to the general public are presumed to
have been used in their popular rather than their narrow, legal or technical sense. An
undertaking mentioned in Section 54D must be one maintained by a person for the purpose of
carrying on his business. “Undertaking” for the purpose of this section, however, must be an
“industrial undertaking”. The demonstrative adjective “industrial” qualify the word
“undertaking” unmistakably and with precision shows that the undertaking must be one
which partakes of the character of a business”48.
The Hon’ble Supreme Court of India in Chhattisgarh SEB v. Central Electricity Regulatory
Commission observed that, words when not defined, deserves to be interpreted by applying
the rule of contextual interpretation and keeping in view the language of the relevant
provision49. It is further submitted that the interpretation of the provisions of a statute should
confirm to the legislative intent as far as possible and provisions have to be considered in
light of the object and purpose of the act 50, the courts should not take a narrow or restricted
view which will defeat the purpose of the act. 51 An ambiguous word should be given an
42
Loknath Misra v State of Orissa AIR 1952 Ori 42.
43
AS Production Agencies v Industrial Tribunal, Haryana AIR 1979 SC 170.
44
DP Mittal, Taxmann’s Law Dictionary (Taxmann 2007).
45
Kerela State Cooperative Marketing Federation Ltd v CIT (1998) 5 SCC 48.
46
Rohit Pulp and Paper Mills Ltd v CCE (1990) 3 SCC 447.
47
P Alikunju v Commissioner of Income-tax 166 ITR 804.
48
Commissioner of IT v Bhageeratha Eng Ltd 1991 SCC OnLine Ker 417.
49
Chhattisgarh SEB v Central Electricity Regulatory Commission (2010) 5 SCC 23.
50
Union of India v Ranbaxy Laboratories Ltd (2008) 7 SCC 502.
51
Vatan Mal v Kailash Nath (1989) 3 SCC 79.
11
Arguments Advanced
interpretation which subserves the object 52 and purpose53 of the legislation, but, a word of
definite and clear meaning should be interpreted irrespective of consequences.54
It is thereby humbly submitted that as far as the object and purpose of this statute are
concerned, the word ‘Undertaking’ would be inclined to place on a broader rather than a
narrower construction.
VI. THAT THE ORDER ISSUED BY THE GOVERNMENT OF SAMRIDH

PRADESH ON MARCH 27, 2014 IS VALID AND IS IN ACCORDANCE WITH THE
PROVISIONS OF THE REORGANISATION ACT AND NOT IN VIOLATION OF
ANY OTHER LAW
The defendant most respectfully submit to this Hon’ble court that the order issued by the government
of Samridh Pradesh is valid and is based upon sound principles and policies of the constitutional law
and the scheme of Reorganisation Act. Following submissions are humbly made in that regard:
1. That the Order issued, was in accordance of Section 23 of the Act

The counsel for the respondent humbly submits that the order was issued based upon powers flowing
from the section 23 of the act. The respondent submits that the Executive has the competence to issue
necessary orders55 when the same has not been covered by any other enactment. It is also well settled
that so long as the State Government does not go against the provisions of the Constitution or any law,
the width and amplitude of its executive power under Article 162 cannot be circumscribed; and if
there is no enactment covering a particular aspect, the Government could carry on the administration
by issuing administrative directions or instructions, until the legislature makes a law in that behalf.56
The defendant humbly submits that the order in question was issued from the provisions of the
reorganization act itself and section 23 in particular. The defendant submits that a reference to ‘assets’
in section 23 includes the meaning ‘financial assets57’ and same is the case for liabilities. The rule of
noscitur a socii will be applicable in this case58 It is a legitimate rule of construction to construe words
found in immediate connection with them59 This rule can be applied to ascertain the intention of the
52
Kanan v Tamil Tahlir Kalv Kazhagam (1998) 5 SCC 21.
53
Shree Chamundi Mopeds Ltd v Church of South India Trust Association (1992) 3 SCC 1.
54
Snehadeep Structures (P) Ltd v Maharashtra Small Scale Industries Development Corporation Ltd (2010) 3
SCC 34.
55
A umaravi v Coop Societies (2004) 7 SCC 112.
56
APD Jain Pathshala v Shivaji Bhagwat More (2011) 13 SCC 99; Ram Jawaya Kapur v State of Punjab AIR
1955 SC 549: (1955) 2 SCR 225; Bishambhar Dayal Chandra Mohan v State of UP (1982) 1 SCC 39: 1982
SCC (Cri) 53.
57
Anarkali Sarabhai v CIT AIR 1997 SC 1677.
58
Rohit Pulp & Paper Mills Ltd v Collector of Central Excise AIR 1991 SC 754.
59
MK ranganathan v Govt of Madras AIR 1955 SC 604; Ahemadabad Primary Teachers Assn v Administrative
Officer AIR 2004 SC 1426.
12
Arguments Advanced
legislature when the words with wider meaning have been placed together with the words with
narrow meaning60The rule of ejusdem generis states that when particular words pertaining to a class
category or genus are followed by general words the general words are constructed to mean things of
the same kind as those specified61.
The defendant submits that under the main part of section 23 of the Act, the reference to the term
‘asset’ includes the ‘financial assets’ because the term asset will borrow meaning from the term
‘liabilities’ which means monetary liabilities62. As the defendant has already submitted to this
honorable court, since UPPCL is exclusively located in S.P. therefore, by the concert of these two
factums, section 23 becomes automatically applicable in derogation of any other law63. Thus, the State
of Samridh Pradesh through Government of Samridh Pradesh becomes legally eligible to all the
financial assets of UPPCL and also responsible for all the liabilities of UPPCL due to the operation of
the Act.
It is entirely irrelevant whether or not there is profit motive or investment of capital in such
activity.64Therefore, by necessary implication, the state of S.P. becomes in full possession and control
of the financial assets of UPPCL and also responsible to its financial liabilities and therefore, in all
practical terms controls and is responsible for the financial assets and liabilities of UPPCL and thus,
the state was legally entitled to pass an executive order based upon the provisions of Section 23 of the
Act to ensure effective management of UPPCL in public interest. When the decision was taken bona
fide and in public interest and this Court may not interfere with the same65.
The defendant humbly submit that Since UPPCL was the only entity functioning and responsible for
power supply in erstwhile Uttam Pradesh66, it became essential in public interest to act expeditiously
so that better management of UPPCL can be expeditiously done by The state of Samridh Pradesh
being responsible for its liabilities and assets and to eliminate any stalemate in power generation due
to political changes to the detriment of the social order and interest. The statute in the case of special
circumstances created due to state reorganization must be interpreted accordingly.67
60
Sate of Bombay v Hospital Mazdoor Sabha AIR 1960 SC 610; Bank of India v Vijay transport AIR 1988 SC
151; Kerala State housing Board v Rampriya Hotels (P) Ltd (1994) SCC 672.
61
Kavallapara Kochuni v State of Madras AIR 1960 SC 1080; Brownsea Haven Properties v Pools Corporation
(1958) 1 All ER 205.
62
Indian Bank v K Usha (1998) 2 SCC 663.
63
Uttam Pradesh Reorganisation Act 2014, s 40.
64
Workmen of Indian Standards v Management Of Indian Standards AIR 1976 SC 145.
65
AIR 2001 Cal 5: (2001) 2 Arb LR 340.
66
UMCS Problem Statement [4].
67
Commissioner of Commercial Taxes Ranchi v Swarna Rekha Cokes &Coal (P) Ltd (2004) 6 SCC 689.
13
Arguments Advanced
Therefore, the defendant humbly submits that the order dated March 27, 2014 issued by the
Government of S.P. was bona-fide, in public interest and under the scheme of the constitution
limitations, and issued based upon the provisions of the Act and therefore, it is submitted most
respectfully, that the order be upheld in its validity by the Hon’ble court.
2. That Section 28 of the Act does not guide the State of Samridh Pradesh on the
issue of ownership of the Undertaking
1.1 In the present dispute, it has not been brought to the notice of the learned court whether any
special funds were created in reference to Investments made in UPPCL by the erstwhile state of
Uttam Pradesh or whether the investments were made from public account or cash balances
investment account. When Government Company is incorporate the funds are channelled through the
consolidated funds of India. Setting up of a new public sector company is shown as ‘new instrument
of service’ and expenditure is made from ‘consolidated Fund’68 Even when state creates a special fund
in the public account, the money for the same is transferred from the Consolidated Fund of the state69.
Unless the fund utilized in case of UPPCL is precisely identified and brought to the notice of Hon’ble
court, it shall be assumed that consolidated funds were used and the same being not mentioned in
28(1) shall not be covered by the provision. Moreover, the provision does not define ‘seventh
schedule’ and therefore ambiguous and does not guide.
1.2 The fact as disclosed to the Hon’ble court do not admit the formation of any special fund in
reference to UPPCL and therefore section 28(2) cannot be evoked with certainty and the adjudicative
process , it is most respectfully submitted, suffers the hazard of wrongful application of law on its use.
1.3 The term ‘local area’ in 28(3) cannot be read to mean ‘the complete state 70’ and therefore
since the object of UPPCL was to operate in complete state of erstwhile Samridh Pradesh 71, the
provision is inapplicable. Moreover, the valid and reliable figures of ‘population ratio’ are not
appended to the scheme of Reorganisation Act and are neither brought to the notice of the Court and
therefore proviso to 28(3) cannot be applied properly, if its application was warranted.72
1.4 It is submitted that the phrase ‘inter-state body corporate’ cannot refer to a
company73(Undertaking ).One of the cardinal principles of interpretation of statutes is that words used
68
Centre for Public Interest Litigation v Union of India AIR 2003 SC 3277.
69
UTTAR PRADESH BUDGET MANUAL.
70
Diamond Sugar Mills Ltd v State of UP AIR 1961 SC 652.
71
Problem Statement 2014, [4].
72
Quamarul Islam v SK Kanta 1994 Supp (3) SCC 5; Calcutta Municipal Corporation v Ashutosh Merchandise
Pvt Ltd (1999) 2 CHN 199; Laxmi Raj Shetty v Tamil Nadu 1988 (3) SCC 319; Samant N Balakrishna v George
Fernandez (1969) 3 SCC 238; R Santhosh Kumar v State of Tamil Nadu (2014) 2 CTC 1; Uamarul Islam v SK
Kanta 1994 Supp (3) SCC 5.
73
Cf: Bihar State Housing Board v State of Jharkhand 2002 SCCOnline Pat 380; Kashmir Singh v Union of
India (2008) 7 SCC 259; Naresh Shanker Srivastava v State of UP (2009) 16 SCC 157; Trilok Chand v Punjab
University ILR (2008) P & H 882.
14
Arguments Advanced
more than once in the act should be given the same meaning 74. It is humbly submitted that sine the
legislature has identified certain entities as undertaking for the scheme of Act; it will not use a
different expression in the same part75. Moreover, the act only discloses the scheme of distribution of
assets of undertaking and not everybody corporate. Therefore, it is humbly submitted that 28(4) is not
applicable.
3. That The State of Samridh Pradesh has ‘Entitlement in Preference’ Over

UPPCL
It is humbly submitted that in case the court comes to the conclusion that proviso to Section 23
applicable in this regard, it is submitted that both the successor states are not automatic or default
shareholders in UPPCL. Rather, the ownership and control over the company should pass on to the
state on practicality of the situation and distributive justice.76 Since opportunity cost of loss of an
entity having resource mobilization for ‘hydroelectric power generation’ will be absolute for the
people of Samridh Pradesh and to the detriment of their interests. Therefore, greater shareholding
should pass on to SP. Now any state having equity investment would want to have control over the
administration of the company and thus, based on financial sense, the controlling stake in UPPCL
should pass onto either state since in another case the state may reasonably go for divestment of its
shareholding as not doing so would be prejudicial to the public investment and financial health of the
state. Therefore, it is respectfully submitted that on totality of circumstances an based upon equity,
distributive justice, financial mechanics and constitutional mandates the controlling stake in UPPCL
should pass onto one successor state en bloc and appropriate sate in this regard is S.P. because of the
head office, the object of incorporation of UPPCL vide a resolution to harness water energy and
resource mobilization and other reasons, submitted respectfully.
VII. THAT THE STATE OF UTTAM PRADESH IS NOT LEGALLY ENTITLED

TO THE ASSETS OF UPPCL LOCATED IN ITS TERRITORY.
The respondent humbly submits that the state of Uttam Pradesh is not entitled to the assets or
liabilities relating to UPPCL. The respondent humbly submits that such a distribution or transfer of
assets of UPPCL has to take place in compliance with section 23 of the Uttam Pradesh
Reorganisation Act and not otherwise due to Section 40 of the said Act. The respondent humbly
74
Sahejdhari Sikh Federation v Union of India (2011) 3 LAR 409 (P&H).
75
Voltas Switchgear Plant Employee’s union v Voltas Switch gear Ltd (2001) 2 Mah LJ 24.
76
Bhim Singhji v Union of India AIR 1981 SC 234; Lingappa Appelwar v State of Maharashtra AIR 1985 SC
389; Central Inland Water transport Corporation v Brojonath Ganguly AIR 1986 SC 1571; Gurbax Singh v
Financial Commissioner AIR 1991 SC 435; R Chandevarapa v State of Karnataka (1995) 5 SCC 309;
Murlidhar Kesekar v Vishwanath Pandu 1995 Supp (2) SCC 549; Charan Singh v State of Punjab AIR 1997 SC
1052; Samatha v State of AP AIR 1997 SC 3279; Natural Resource allocation, In Re (2012) 10 SCC 1.
15
Arguments Advanced
submits that on the true import of section 23 of the Reorganisation act, the state of Samridh Pradesh is
legally entitled to all the assets and liabilities of UPPCL. Following are the submissions made in that
regard:
1. That the Hydroelectric Power Plant form an indispensible part of the whole
undertaking
The respondent humbly submits that the hydroelectric power plant is an inseparable part of the
UPPCL. The petitioner humbly submits that the phrase ‘undertaking or a part thereof’ appearing in
section 23 of the Uttam Pradesh Reorganisation act must be read in their true objective and with
scientific realities in while applying them to the present case. The Supreme Court has held that it is
significant characteristic of electrical energy that production of electricity instantaneously coincides
with the distribution or consumption of electricity77 the expression undertaking cannot comprehend a
miniature class of the process78when on cessation of a certain activity the undertaking can still
function only then the ceased activity be said to be a undertaking in itself79
Moreover the respondent humbly submits that the use of the term ‘exclusive’ in section 23 of the
Reorganisation act is of importance. There is a presumption against redundancy. The section talks
about that part of the undertaking which is exclusively located in a local area. On a plain meaning,
which is to be preferred first in the hierarchy, exclusive means independent and restricted to a
particular area amongst others80. The respondents humbly submit that the hydroelectric power plant
and other assets do not constitute an ‘exclusive part’ of UPPCL so that they can be restricted in their
operation to a particular area or can either stand independently. Moreover, since UPPCL, the
undertaking of the erstwhile sate of Uttam Pradesh is exclusively located in Samridh Pradesh, at its
registered head office at Kashinagari, the issue of whether the part , if any, falls in any territorial
location of the erstwhile state becomes irrelevant, for it is humbly submitted that the complete
undertaking itself is domiciled at Kashinagari. Furthermore, the Court has stated that ‘in order to
decide whether the major capital assets of the company constitute the undertaking, the test that would
be applied is to see whether the business of the company could be carried out effectively even after
disposal of the asset in question or mere husk of the undertaking would remain after disposal of the
asset in question.’81 Thus, the respondent humbly submits that the hydroelectric power plant is the
asset of undertaking erstwhile state of Uttam Pradesh and since this undertaking is now domiciled or
77
State of AP v National Thermal Power Corp Ltd AIR 2002 SC 1895.
78
Avon Services Production Agencies v Industrial Tribunal AIR 1979 SC 170.
79
Textile Machinery Corpn Ltd v CIT [1977] 107 ITR 195 (SC).
80
Oxford English Dictionary (14th edn, Oxford University Press 2012).
81
PS Offshore Inter land Services (P) Ltd v Bombay Offshore Suppliers & Services Ltd [1992] 75Comp cas 583.
16
Arguments Advanced
located in Samridh Pradesh, the physical assets of UPPCL shall now pass into the control of Samridh
Pradesh. The state of Uttam Pradesh cannot be said to have, in its territorial jurisdiction’ any
“exclusive” “part” of the undertaking that is UPPCL and therefore no asset of UPPCL passes into
control of Uttam Pradesh.
2. That UPPCL is exclusively located in Samridh Pradesh

The respondents humbly submit that UPPCL is exclusively located in territorial jurisdiction of the
state of Samridh Pradesh. The respondent submits that it is undisputed that the Registered Head office
is located in Kashinagari, UP82 . The respondents humbly submit that the registered head office of a
company is the place where the company is located in the eyes of Law. It may have several places of
business83 but it can only have one registered head office. 84 "Every company must have a registered"
office as from the day on which it begins to carry on its Business85the residence of the company is
where the registered office is located. 86 “Every corporation must have one-but only one-principal
place of business”87
The situation of the registered office fixes the domicile of the company, and is important as regards
the Court which has the jurisdiction to wind up the company .Ordinarily, the residence of a company
would be where registered office is88 the situation of the registered office determines the nationality
and domicile of the company89.principal place of business would be where the governing power of
the corporation is exercised or the place of a corporation's Chief Executive Offices, which is typically
viewed as the nerve centre or the place designated as the principal place of business of the corporation
in its incorporation under the various statutes90 controlling significance should be given to the
corporation's "nerve center," or to its place of operations. The former represents the decision-making
and control center of corporate affairs, and would normally be the place where the directors and
stockholders meet, where the administrative and financial offices are located and records kept, where
the corporate income tax return is filed, and where the executives live, have their offices and spend
their time.91 Thus a corporation which carries on a substantial business in several states is deemed a
82
UMCS Problem Statement [4].
83
Morgan Stanley Mutual Fund v Kartick Das 1994 4 SCC 225.
84
Moore, James W, Donald T Weckstein, Corporations and Diversity of Citizenship Jurisdiction: A Supreme
Court Fiction Revisited [1964] Harvard Law Review 1426; Note, 44 [1959] MINN L REV 308, 312.
85
Orient Paper Mills v State of Orissa AIR 1957 ORI 232.
86
Morgan Stanley Mutual Fund v Kartick Das 1994 4 SCC 225.
87
Wright Charles Alan, Federal Practice and Procedure, vol 21 (2nd edn, West Publishing Company 2005) 611.
88
M/S Dhodha House v SK Maingi (2006) 9 SCC 41.
89
Sir Francis Beaufort Palmer, Palmer's Company Law, vol 1 (23rd edn, Sweet & Maxwell 1976) 101,103.
90
Mayar (HK) Ltd & Ors v Owners & Parties, Vessel MV Fortune Express and Ors (2006) 3 SCC 100.
91
Kelly v United States Steel Corp 284 F 2d 850, 852 (3d Cir 1960).
17
Arguments Advanced
citizen of its charter state and of that one state in which its principal place of business is said to be
located.92The place of registration is like-wise the domicile of a company, and this domicile clings to
it throughout its existence an individual, a company cannot have a domicile of choice.93The defendant
humbly submits that UPPCL may have multiple residences94 in the eyes of Law for carrying out its
operation but it has only one ‘exclusive place of domicile and location’ and that is its registered head
office at Kashinagari, Samridh Pradesh.
Thus, the defendant most respectfully submit to this Hon’ble Court that UPPCL, undertaking of the
erstwhile state of Uttam Pradesh, is exclusively located in Kashinagari, Samridh Pradesh at its
registered head office for all the purposes of law and therefore, under the scheme of section 23 of the
Reorganisation Act, the assets and liabilities relating to UPPCL should pass over to the people and the
State of S.P.
The defendant further submits most respectfully that proviso to section 23 of the Re-organization Act
is not applicable to the issue at hand not because an undertaking might have multiple places of
business but there is only one head office and therefore that form the locus of company and that is the
place where the company is exclusively located for all purposes in all unless ruled out. It is humbly
submitted that directors might hold meetings at places other than registered head office but that would
not defile the sanctity of the registered head office.
3. ARGUENDO: The State of Samridh Pradesh in the interest of the people of both
the States and UPPCL, proposes and humbly submits following scheme of compromise
to the Hon’ble court under the proviso to Section 23 of the Act.
The defendant submits that in case the Hon’ble court comes to the conclusion that the proviso to
Section 23 of the Act is applicable to the issue up for consideration by the court, the defendant most
respectfully submit to this Hon’ble court following scheme of compromise in the interest of the
people of both the states and a practical solution in the functioning of UPPCL which again involves
active state interest. The fact that a govt. company carries on activities which have an important
element of public interest, such as the implementation of the Directive Principles of State Policy is a
relevant factor. Company in question, is a Government Company which engages in an important
public project, having a bearing on the public interest, would be a relevant consideration. 95 The
92
Gilardi v Atchison T & SF Ry I89 F Supp 82, 85 (ND Ill I960); Browne v Hartford Fire Ins Co 68 F Supp 796,
798 (ND Ill I959).
93
ibid.
94
Egyptian Delta Land and Investment Co v Todd [1929] AC 1; De Beers Consolidated Mines v Howe [1906]
AC 455.
95
M/s Rastriya Chemicals & Fertilisers Ltd v Union of India & Ors 2011 SCC OnLine Bom 781.
18
Arguments Advanced
defendant humbly submits that in such circumstances an absolute transfer of ownership of company
and also the assets to only one state without any effective, fair, and reasonable settlement scheme will
be prejudicial to the public interest96.
Therefore, the defendant most respectfully submits following:
1. That since the power transmission supply lines and distribution units are based upon
geographical and demographical calculations, it is respectfully submitted as a matter of practicality
that the assets of UPPCL lying in the territorial jurisdiction of SP should pass on in control and
ownership to the people of, and the state of S.P.
2. Since, the object of the company are limiting dimension of the field of activity of the
company beyond which the company cannot operate97 The memorandum of UPPCL mentions in its
object clause the operation and maintenance of hydroelectric power plant and therefore, it s most
respectfully submitted that the distribution of the power generation infrastructure needs to be in favor
of the part controlling the company. Therefore, based upon financial sense the state proposes two
solutions:
A. If the state of Uttam Pradesh retains control over UPPCL then it should allows permanent
leasehold in favour of the state controlling the UPPCL, which the defendant humbly submits should
be rightfully the Government o f Samridh Pradesh.
In consideration, the state of Samridh Pradesh will pay either a fair ‘rent’ or ‘supply electricity at
‘discount’ to people of UP, whichever is agreed on mutual basis. Essentially without the power plant,
the object clause of memorandum of UPPCL will have to be changed and by necessary implication
the company will have to suspend the operation it was carrying out because: 1. not having the power
plant will make the functioning of UPPCL be very contingent to the access allowed by Uttam Pradesh
if they hold the plant 2. The company can function only when either SP has both plant and the
company and that even if does not have the plant it has unrestricted access to use the plant via
UPPCL. Otherwise the company will be compelled to alter its memorandum as working on
contingency will make its operations financially non-lucrative for investments and the public money
invested will be put to jeopardy to the prejudice of the financial interest of people of SP and private
investors
96
Tejas Constructions & Infrastructure (P) Ltd v Municipal Council, Sendhwa (2012) 6 SCC 464; Shah
devchand & Co v union of India AIR 1991 SC 1931; State of Bihar v Rameshwar Pratap Narain Singh AIR
1961 SC 1649; Somawati v State of Punjab AIR 1963 SC 151; kanhaiyalal Maneklal Chinai v State of Gujarat
AIR 1970 SC 1188; Venkatamma v City Imrovement Trust Board AIR 1972 SC 2683.
97
A Lakshmana Swami Mudaliar v LIC of India AIR 1963 SC 1185; Bengal & Assam Investors Ltd v CIT AIR
1966 SC 1514; Cotman v Brougham [1918-19] ALL ER 265; Bell house Ltd v City Wall Properties Ltd [1966]
36 Comp Cas 779 (CA); Deonarayan Pradas Bhandari v Bank of Baroda Ltd [ 1957] Comp Cas 223( Bom);
Executive board of Methodist church in India v Union of India [1857] Comp Cas 443.
19
Arguments Advanced
B. That if the State of Samridh Pradesh retains control over UPPCL then in the interest of people
of both the states and UPPCL, the state of SP proposes to enter into a MOU with the state of UP
whereby the sate of SP undertakes to retain control and possession of the power plant at Oudh. The
state offers that in return UPPCL shall continue its services to the people of Uttar Pradesh and would
not terminate of halt the operations to the prejudice of the people of either of the state. The state also
offers that UPPCL shall offers electricity produced by its operations to the consumers in the state of
Uttam Pradesh at a fair price and discount, which shall be ascertained keeping in mind the public
interest of the people of both the sates and the ‘revenue interest’ of the states.
20
Prayer for Suit No.1
PRAYER FOR SUIT NO.1
Wherefore, in the light of facts of the case, issues raised, arguments advanced and authorities
cited this Hon’ble Court may be pleased to adjudge and declare that:
 The suit filed on behalf of the Union of Aryavart is not maintainable.
 The Union of Aryvart has no legal right to represent the inhabitants of two States as
Parens Patriae of its citizens.
 The Panel appointed by the Central Government is an inter-State Council within the
meaning of Article 263 of the Constitution of Aryavart.
 The recommendations made by the Central Government appointed Panel i.e. Inter-
State Council are advisory in nature.
 The two States of Samridh Pradesh and Uttam Pradesh have taken appropriate steps
to resolve the dispute concerning UPPCL.
And pass any other order in favour of the Defendants that it may deem fit in the ends of
justice, equity and good conscience.
Sd/-
Counsel for Defendant
xviii
Prayer for Suit No.2
PRAYER FOR SUIT NO.2
Wherefore, in light of the facts of the case, issues raised, arguments advanced and authorities cited this
Hon’ble Court may be pleased to adjudge and declare that:
 UPPCL a company incorporated under the Aryavart companies act, falls within the ambit of
the term “undertaking” mentioned under the Uttam Pradesh Reorganisation Act
 The state of Uttam Pradesh is not legally entitled to claim ownership over the assets of
UPPCL located within its territorial jurisdiction, the same being rightfully belonging in ownership and
Control to the state of Samridh Pradesh.
 The Order issued by the government of Samridh Pradesh on March 27, 2014 is valid and in
conformity to the provisions of the Reorganisation Act, Constitutional Law and is based upon sound
principles of public policy and is in public interest.
 It is not legal for the State of Uttam Pradesh to charge for the water of river Saraswati to be
used by the hydro-electric power plant located in Oudh.
And pass any other order in favour of the Defendant-State of Samridh Pradesh that it may
deem fit in the ends of justice, equity and good conscience.
Sd/-
Counsel for Defendant
xix

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Team Code - T8

BEFORE THE HONOURABLE SUPREME COURT OF ARYAVART

Under Article 131 of the Constitution of Aryavart

STATE OF UTTAM PRADESH AND STATE OF SAMRIDH PRADESH

STATE OF UTTAM PRADESH

STATE OF SAMRIDH PRADESH

Written Submissions on Behalf of the Defendants

(Counsels Appearing on Behalf of the Defendants)

LIST OF ABBREVIATIONS iii

ARGUMENT PRESENTED xiii

SUMMARY OF ARGUMENTS xiv

I. THE SUIT FILED BY THE UNION OF ARYVART IS NOT MAINTAINABLE

II. THE PANEL CONSTITUTED BY THE CENTRAL GOVERNMENT IS AN INTER-

III. THAT THE STATE OF UTTAM PRADESH AND STATE OF SAMRIDH

IV. THAT IT IS NOT LEGAL FOR THE STATE OF UTTAM PRADESH TO

V. THAT UPPCL, A COMPANY INCORPORATED UNDER THE ARYAVART

2. ‘Undertaking’ as interpreted under different Legislations in furtherance of the Object

VI. THAT THE ORDER ISSUED BY THE GOVERNMENT OF SAMRIDH PRADESH

1. That the Order issued, was in accordance of Section 23 of the Act 12

VII. THAT THE STATE OF UTTAM PRADESH IS NOT LEGALLY ENTITLED TO

2. That UPPCL is exclusively located in Samridh Pradesh 17

PRAYER FOR SUIT NO.1 xviii

PRAYER FOR SUIT NO.2 xix

A Lakshmana Swami Mudaliar v LIC of India AIR 1963 SC 1185.........................................19

Charan Singh v State of Punjab AIR 1997 SC 1052...............................................................15

Mor Modern Cooperative Transport Society Limited v Financial Commissioner and

Cases from Other Jurisdiction

General Clauses Act 1897, s 3(8)...............................................................................................6

Dictionary, Oxford English, (Fourteenth impression, Oxford University Press 2012)............16

I. WHETHER THE PETITION FILED BY UNION OF ARYAVART IS

V. UPPCL, a company incorporated under the Aryavart Companies Act, falls

I. THE SUIT FILED BY THE UNION OF ARYVART IS NOT MAINTAINABLE

II. THE PANEL CONSTITUTED BY THE CENTRAL GOVERNMENT IS AN

III. THAT THE STATE OF UTTAM PRADESH AND STATE OF SAMRIDH

IV. THAT IT IS NOT LEGAL FOR THE STATE OF UTTAM PRADESH TO

V. THAT UPPCL, A COMPANY INCORPORATED UNDER THE ARYAVART

undertaking’ or a ‘Government or public sector undertaking’32 including a statutory

2. ‘Undertaking’ as interpreted under different Legislations in furtherance of the

VI. THAT THE ORDER ISSUED BY THE GOVERNMENT OF SAMRIDH

1. That the Order issued, was in accordance of Section 23 of the Act

3. That The State of Samridh Pradesh has ‘Entitlement in Preference’ Over

VII. THAT THE STATE OF UTTAM PRADESH IS NOT LEGALLY ENTITLED

2. That UPPCL is exclusively located in Samridh Pradesh

Therefore, the defendant most respectfully submits following:

PRAYER FOR SUIT NO.1

Counsel for Defendant

PRAYER FOR SUIT NO.2

Counsel for Defendant

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