Anil K. Sen, J.
1. Two writ petitions, preferred by the appellants, the Peerless General Finance and Investment Co. Ltd. (hereinafter referred to as ',' the Peerless ') and its shareholder-director, Sunil Kanti Roy, which were registered as C.R. No. 9764 (W) of 1979 and C.R. No. 6832(W) of 1980 were dismissed on contest by a learned single judge of this court by an order dated March 14, 1986. Feeling aggrieved, the appellants have preferred the present two appeals under Clause 15 of the Letters Patent. Though extensively argued, the point involved is a short one and such a point is common to both the appeals. The point is as to whether the business carried on by the appellant company, Peerless, conies within the prohibition of Prize Chits and Money Circulation Schemes (Banning) Act, 1978.
2. There is not much dispute with regard to the nature of business carried on by the Peerless. It carries on a long standing business since 1932 in finance and investment. It offers certain schemes for future provision, children's education, daughter's marriage, house building, fixed pension, etc. The term of deposit varies from 10 to 30 years. Under its endowment certificate scheme, the subscriber is required to pay a fixed subscription periodically for a fixed number of years, varying between 10 to 30 years and on the expiry of the period, the subscriber gets back a lump sum of money, which is called ' endowment sum ', or the face value of the certificate with bonus. The scheme also provides for loan, surrender and paid up and also for revival of lapsed certificate. Its social welfare schemes are run on actuarial principles. None of its schemes, however, contemplates or provides for giving or awarding to all or specified number of subscribers prizes or gifts in whatsoever manner.
3. On December 12, 1978, a Central Act, called 'the Prize Chits and Money Circulation Schemes (Banning) Act, 1978, came into force (hereinafter referred to as ' the said Act'). Section 3 of the said Act totally banned promotion, conducting of any prize chit or money circulation scheme and also prohibited participation therein by any person. Section 4 of the said Act made violation of Section 3 an offence punishable with imprisonment or fine. Section 12 of the said Act further provided that any person conducting any such prize chit or money circulation scheme at the time of the commencement of the Act, was to wind up such a business and such winding up was to be effected through the instrumentality of the State Government acting in consultation with the Reserve Bank of India. The State Government was authorised to frame rules for the said purpose. Section 11 of the said Act provided for certain exemptions in favour of State Governments, State-owned companies and certain banks. The Act, in Section 2(c), defined ' money circulation scheme' and, in Section 2(c), it defined ' prize chit'. The relevant definitions are set out as follows :
' 2. (c) ' money circulation scheme' means any scheme, by whatever name called, for the making of quick or easy money, or for the receipt of any money or valuable thing as the consideration for a promise to pay money, on any event or contingency relative or applicable to the enrolment of members into the scheme, whether or not such money or thing is derived from the entrance money of the members of such scheme or periodical subscriptions;......
(e) ' prize chit' includes any transaction or arrangement by whatever name called under which a person collects whether as a promoter, foreman, agent or in any other capacity, moneys in one lump sum or in instalments by way of contributions or subscriptions or by sale of units, certificates or other instruments or in any other manner or as membership fees or admission fees or service charges to or in respect of any savings, mutual benefit, thrift or any other scheme or arrangement by whatever name called, and utilise the moneys so collected or any part thereof or the income accruing from investment or other use of such moneys for all or any of the following purposes, namely :--
(i) giving or awarding periodically or otherwise to a specified number of subscribers as determined by lot, draw or in any other manner, prizes or gifts in cash or in kind, whether or not the recipient of the prize or gift is under a liability to make any further payment in respect of such scheme or arrangement;
(ii) refunding to the subscribers or such of them as have not won any prize or gift, the whole or part of the subscriptions, contributions or other moneys collected, with or without any bonus, premium, interest or other advantage by whatever name called on the termination of the scheme or arrangement, or on or after the expiry of the period stipulated therein,
but does not include a conventional chit.'
4. On August 10, 1979, the Deputy Secretary, Finance and Additional Director, Small Savings, acting as the authorised officer under the Prize Chits and Money Circulation Schemes (Banning) West Bengal Rules, 1979, served a notice upon the appellant company (Peerless) for submission of particulars and winding up plan in terms of the Rules framed under the Act, since, as advised by the Reserve Bank of India, the appellant company had been conducting ' prize chits/money circulation schemes ' within the purview of the said Act. A similar notice dated April 1, 1980, was also served upon the appellant company by the Madhya Pradesh Government whereby the appellant company was notified that the appellant was not entitled to organise its schemes in Madhya Pradesh as such schemes constitute ' money circulation schemes ' within the prohibition of Section 3 of the said Act. These two notices were the subject-matters of challenge in the two writ petitions preferred by the appellant company, Peerless.
5. In the writ petition, the appellants made out a case that they were promoting schemes identical in nature to the pure endowment policies of the Life Insurance Corporation specified in Table 21 ; that no notice similar to the one served upon the appellants had been served upon the Life Insurance Corporation for winding up their business with regard to pure endowment policies ; that such business as they carried on did not constitute running of any prize chit or money circulation scheme as contemplated by Sections 2(e) and 2(c) of the said Act, firstly, because they promoted no scheme involving community of participation in one scheme by all its subscribers--they were merely entering into bilateral agreements with each individual subscriber independently of others and, secondly, because they promoted no scheme involving any gambling and/or lottery or giving of any prize or gift dependent on any uncertain contingency. The appellants further pleaded that the fact that similar business now being carried on by the Life Insurance Corporation was not being banned lends assurance to the position that the identical nature of business carried on by the appellants did not come within the prohibition of the said Act. Alternatively, the appellants pleaded that if they had been singled out for the purpose of enforcement of the Act, then there had been hostile discrimination as against them in violation of the constitutional guarantee under Article 14 of the Constitution.
6. Three sets of affidavits-in-opposition were filed in each of these cases on behalf of the respondents contesting the same. One of such oppositions was filed on behalf of the Union of India, the second on behalf of the Reserve Bank of India and the third on behalf of the respective State Governments. The principal opposition, however, was filed by the Reserve Bank of India. The State Governments, in contesting the case of the appellants, took the plea that the business carried on by the appellants, was the business of making quick money by money circulation, which came within the prohibition of the said Act. At the time of hearing, it was, however, conceded on behalf of the Reserve Bank of India that the business carried on by the appellants was not that of money circulation. Thus, it is quite clear that both the State Governments in proceeding to enforce the said Act and in issuing the impugned notices were proceeding upon a clear misconception as to the nature of the appellants' business and the scope of the banning provision of the said Act.
7. Both the Union of India and the Reserve Bank of India, in their respective affidavits, referred to the historical background of the regulating provisions introduced both by the Legislature and the Reserve Bank of India for controlling the business of both banking and non-banking institutions in the wider interest of the depositors and the national economy. It was pleaded particularly by the Reserve Bank of India that with a view to regulate public deposit acceptance activities of non-banking institutions, the Reserve Bank of India issued from time to time varied directions under Chapter IIIB of the Reserve Bank of India Act. One of such directions, issued in the year 1973, was the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973. Such regulation was replaced by a new one in the year 1977, which was known as the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1977. Such directions were issued primarily to regulate the business of those who conducted prize chits, benefit/savings schemes, lucky draws, etc., and those conducting conventional or customary chit funds. Such businesses were fully described in paragraph 2 of both the Directions. According to the Union of India and the Reserve Bank of India, the appellants came within the purview of the said Miscellaneous Non-Banking Companies (Reserve Bank) Directions 1973 and 1977, and their business was being regulated at all material times by the Reserve Bank of India in terms of the provisions of those Directions until, on the recommendation of the Raj Committee (a study group appointed by the Reserve Bank of India), Parliament decided to ban such business totally in public interest and passed the Prize Chits and Money Circulation Schemes (Banning) Act, 1978. The Reserve Bank of India and the Union of India accordingly took the stand that since the business coming within the purview of the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973 and 1977, was being banned by the said Act, the business carried on by the appellants in terms of the regulatory provisions of such Directions did come within the purview of the said Act and the savings schemes promoted by the appellants were all covered by the provisions of the said Act. So far as the business carried on by the Life Insurance Corporation on pure endowment policies was concerned, the Reserve Bank of India and the Union of India pleaded that those were not comparable with the savings schemes conducted by the appellants because such a Corporation worked within the framework of the financial discipline imposed on it by the statutory regulations under which it had been incorporated which was lacking in the case of those who were promoting schemes like the appellants. Since there existed reasonable grounds for differential treatment, there was no question of any hostile discrimination as against the appellants or violation of the constitutional guarantee under Article 14 thereof.
8. Before the learned trial judge, the appellants raised three points. Firstly, it was contended on their behalf that the said Act had no application to the business carried on by them, inasmuch as they did not enter into any transaction of the nature of prize chit as contemplated by Section 2(e) of the said Act, or of the nature of money circulation as contemplated by Section 2(c) of the said Act. It was urged that though promoted as schemes, the appellants entered into individual contracts with each certificate holder or subscriber on the terms and conditions set out in the respective certificate. Secondly, it was contended that when no ban was being imposed on the similar business carried on by the Life Insurance Corporation of India, they were being subjected to hostile discrimination which was violative of Article 14 of the Constitution. Lastly, it was contended that the two State Governments acted in violation of the principles of natural justice when they issued the two impugned notices without giving any prior opportunity to the appellants to show cause and satisfy them that the business carried on by the appellants did not come within the mischief of the prohibition under the said Act. Before the learned trial judge, particular reliance was placed on an earlier decision of this court in the case of Sanchaita Investments v. State of West Bengal, : AIR1981Cal157 , which was affirmed on appeal by the Supreme Court of India in the case of State of West Bengal v. Swapan Kumar Guha : State of West Bengal v. Sanchaita Investments, : 1982CriLJ819 as also on the decision of the Supreme Court in the case of Srinivasa Enterprises v. Union of India : [1981]1SCR801 .
9. The points so raised were contested on behalf of the Reserve Bank of India and it was contended on their behalf that since the appellants came within the purview of the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973 and 1977, they necessarily came within the prohibition of the said Act. It was further urged on behalf of the Reserve Bank of India that on an enquiry conducted on behalf of the Reserve Bank of India, certain sinister elements were found in the nature of the business conducted by the appellants which brought the business carried on by the appellants within the purview of the Act. It was further contended on behalf of the Reserve Bank of India that the pure endowment business carried on by the Life Insurance Corporation is a very insignificant part of the Corporation's business and those were materially different from the business carried on by the appellants. Lastly, it was contended on behalf of the Reserve Bank of India that there was no scope for issue of any notice or holding of any adjudication under the provisions of the Act, which were made applicable on its own terms and, hence, there was no breach of any principle of natural justice when the State Governments merely drew the attention of the appellants to the fact that the business carried on by them being within the purview of the said Act, the appellants had the statutory liability to come forward with a winding up scheme. The decisions relied on, on behalf of the appellants, were sought to be distinguished on behalf of the Reserve Bank of India.
10. The learned trial judge overruled all the contentions put forward on behalf of the appellants. So far as the first point raised on behalf of the appellants was concerned, the learned judge held that the Legislature providing for an inclusive definition in Section 2(e) of the Act, had given it a wider connotation. It would include any transaction or arrangement by whatever name called under which a person collects money in lump sum or in instalments by way of contribution or subscription or by sale of certificates or other instruments or in any other manner amongst others for any scheme or arrangement by whatever name called for all or any of the following purposes, namely, refunding to the subscribers or such of them as have not won any prize or gift, the whole or a part of the subscription, contribution or moneys collected, with or without any bonus, premium, interest or other advantage, by whatever name called on the termination of the scheme or on or after the expiry of the period stipulated therein. The learned judge held that the two Sub-clauses (i) and (ii) of Section 2(e) need not necessarily be conjunctive but may well be read as disjunctive and, as such, any scheme for collection of money which without more was to be refunded with or without premium or interest may very well come within the definition. In order to be a prize chit within the meaning of the Act, according to the learned trial judge, it was, therefore, not necessary that there should be a prize element in every case. Hence, according to the learned judge, though the appellants were not conducting any lottery or awarding any prize or gift, none the less, when they were collecting money on a scheme for the purpose of refunding the same with or without interest or bonus, that would come squarely within the purview of Section 2(e) of the Act. In interpreting Section 2(e), the learned trial judge held that the intention of the Legislature was totally irrelevant when the terms were clearly wide enough to include any of the purposes enumerated in Clauses (i) and (ii) obviously putting them on the alternative. According to the learned judge, the said Act was dealing with a special species of contracts with sinister features and though prize element may be one of such features, the statute was not restricted in its application to contracts having such features only but provided on its terms a wide field to cover contracts with other sinister features as well as was determined in the case of the appellants on the enquiry conducted by the Reserve Bank of India. The second point raised on behalf of the appellants was overruled on the ground that the Life Insurance Corporation of India and the appellants did not stand on the same footing and, as such, there existed justifiable grounds for differential treatment. It was further held that the business carried on by the Life Insurance Corporation being protected under the exemption clauses, did not fall within the mischief of the Act itself. So far as the third point raised on behalf of the appellants is concerned, the learned judge held that when the statute did not provide for giving of any notice, there was no scope for issue of any show-cause notice or fulfilling any requirement of natural justice. More so because the notices by themselves resulted in no evil consequence, all the consequence emanatings from the Act itself. The decisions relied on on behalf of the appellants were distinguished by the learned judge on the ground that those decisions must be read with reference to the particular facts of those cases where it was not necessary for the court to consider and decide whether a business of the nature now being carried on by the appellants came within the purview of Section 2(e) of the said Act or not. Although strong reliance was placed on the observation of the Supreme Court made in paragraph 2 of the judgment in the case of Srinivasa Enterprises v. Union of India : [1981]1SCR801 , where the Supreme Court had observed, having reference to Section 2(e), that the money to be utilised should be utilised ' for, (i) awarding periodically or otherwise to a specified number of subscribers, prizes in cash or kind, and (ii) refunding to the subscribers the whole or part of the money collected on the termination of the scheme or otherwise ', the learned judge found fault with those observations since, according to the learned judge, ' From a plain, reading of the section itself as given in Section 2(e) where specifically the Legislature has used the expression ' or ' and not ' and ', under the circumstances, the use of the expression ' and ' instead of ' or ' does not appear to be in consonance with the expression used in the Act itself'. So far as the decision in the case of Sanchaita Investments, : 1982CriLJ819 was concerned, the learned judge distinguished the said decision by observing that the observations made in the said judgment in respect of prize chits were per incuriam. In that view, both the rules being discharged, the writ petitions were dismissed. Feeling aggrieved, the appellants have now preferred the present two appeals.
11. In these appeals, different groups of officers, field workers and employees sought for leave to intervene. Such leave has been granted by us in view of the fact that the issue now under adjudication by us is as to whether the company is liable to be wound up in view of the provisions of the said Act and any decision on our part if it goes against the company is likely to affect, though indirectly, such officers, field workers and the employees. Such being their position, they should be given an audience for putting forward their case with regard to the issue raised. We have held as such in view of the decision of the Supreme Court in the case of National Textile Workers' Union v. P.R. Ramakrishnan : (1983)ILLJ45SC . All the interveners have appeared to support the appellants in their contention that the business carried on by the company, namely, Peerless, does not come within the prohibition of the said Act, and, as such, the company is not bound to wind up the business now carried on by them. Incidentally, it should be pointed out that the interveners have further sought for leave to prefer an appeal against the order passed by the learned triai judge. But, in our opinion, they have no right of appeal since the decision does not directly affect them. We, therefore, dismiss their application for leave to prefer appeals on their own behalf against the order impugned in these two appeals though we have given them leave to intervene.
12. Now, we proceed to consider the points that have been raised before us. Mr. Deb and following him Mr. Biswarup Gupta, appearing on behalf of the appellants in one appeal, Mr. Chatterjee appearing for the appellants in the other appeal, Mr. Dipankar Gupta appearing for two sets of interveners and Mr. Pal and Mr. Mitra appearing on behalf of other sets of interveners have canvassed the same point, namely, that the business carried on by Peerless is not a business which comes within the prohibition of the said Act. According to Mr. Deb and Mr. Dipankar Gupta, what is banned is conducting or participating in any prize chit or money circulation scheme. Since it is conceded on behalf of the Union of India and the Reserve Bank of India that the appellants' business does not constitute a money circulation scheme, it cannot come within the prohibition unless it is a prize chit. It has been strongly contended by Mr. Deb that there can be no prize chit without a prize element and the definition clause, that is, Section 2(e), has not altered the position. According to Mr. Deb, the use of the word ' includes ' does not necessarily mean that the definition clause incorporates by extension something, which does not come within the normal connotation of the term ' prize chit '. The term ' includes' has been used to incorporate various types of chit schemes involving, however, in each case an element of prize or a lottery because the definition clause itself makes it clear that the money collected should be utilised for giving or awarding of prize or gifts and refunding the subscription only after the expiry of the scheme or the time specified therein. According to Mr. Deb, as pointed out by the Supreme Court in Srinivasa Enterprises v. Union of India : [1981]1SCR801 , once the prize facet of the chit scheme is given up, the ban under the statute does no longer operate. According to Mr. Deb, Sub-clauses (i) and (ii) of Clause (e) of Section 2, read in their context, cannot be construed as alternative to each other. According to Mr. Deb, Sub-clauses (i) and (ii) are essentially interlinked and, as such, they cannot be read as exclusive of each other and that apart, Sub-clause (ii) makes it clear that refunding must be to subscribers participating in the deal for awarding of prize or the gift. Mr. Deb has contended that the learned trial judge has misconstrued the definition clause in reading the two sub-clauses as alternative to each other and also in thinking that the Act bans contracts with sinister element not limited to awarding prizes or gifts based on any lot, draw or the like but also other and different types of sinister elements. According to him, there is nothing in the Act which can support such a view; the Act never provides anything like that. Strong reliance has been placed by Mr. Deb on the Raj Committee Report, the Minister's speech introducing the Bill in Parliament and the objects and reasons to support his contention that what the Act provides for is the prohibition of the business of prize chit where gambling is an essential element. Mr. Deb has next contended that in order to come within the mischief of the Act, the business must be one of running a scheme where all the subscribers must participate therein ; it does not contemplate bilateral agreements. According to Mr. Deb, if the two sub-clauses be read as independent alternatives and if the prize or gift facet be not held to be a necessary requisite, then the Act will cover all sorts of bilateral agreements including loan transactions, and bring within its prohibition money-lending which would be ultra vires the power of the Union Legislature. That apart, according to Mr. Deb, if the Act is construed in the manner done by the learned trial judge, then the consequence would be that collection of money on any arrangement or scheme for mere refund thereof with or without interest to the depositors will come within the ban. That again would ban much of the business carried on by financial and non-financial institutions and render the material directions issued by the Reserve Bank of India in respect of such institutions nugatory. According to Mr. Deb, on the learned trial judge's construction, the Table 21 pure endowment policies offered by the Life Insurance Corporation will come within the prohibition of the Act and the trial judge is wrong in thinking that Section 11 has provided any exemption to such a business.
13. Arguing in the same line as Mr. Deb, Mr. Gupta appearing on behalf of one set of interveners, has contended that an inclusive definition is not always intended to enlarge the connotation of the term defined. According to him, read in its perspective, the term ' prize chit' as defined by Section 2(e) must necessarily mean and include a scheme where giving of a prize and/or a gift based on an element of chance is an essential ingredient to bring such a scheme within the definition clause. On the other hand, it is pointed out by him that if the definition clause is construed in the manner done by the learned trial judge, it would render the provision unworkable, inasmuch as that would bring in results wholly unwarranted by bringing in all kinds of businesses carried on by investment companies including the Unit Trust within the mischief of the Act. Such interpretation again would bring within the mischief of the Act, the businesses of deposit acceptance by both non-financial and financial companies independently regulated by the Reserve Bank of India. Mr. Gupta has contended that the scheme referred to in the definition clause must be identifiable with reference to the purpose for which the money is collected or income is utilised--mere refunding the money so collected will not in substance constitute any identifying scheme because that would be too wide and vague in connotation to provide any identifying facet for the people to take cognizance of. According to Mr. Gupta, the learned trial judge went wrong in thinking that what the Act prohibits is not only contracts involving schemes having the sinister features of gambling and/or lottery but having any other kind of sinister feature though not specified by the statute. If such a construction is to be adopted, the sinister feature is to be left to be decided not by the Act but by others which will render the Act too vague and indefinite in its operation. Such a construction should always be avoided because Mr. Gupta points out that the Act not only bans a particular type of business but makes a penal provision for those who not only carry on such business but also for the people in general, who may participate therein by making their deposits or giving their subscription. A provision, which provides for a penal consequence of the above nature, should not be interpreted in such a manner as to render its terms uncertain as interpreted by the learned trial judge. Lastly, Mr. Gupta has referred extensively to the report of the Study Group of Non-Banking Financial Intermediaries headed by Dr. Bhabatosh Dutta, the report of the Study Group on Non-Banking Companies headed by Sri J.S. Raj, the Minister's speech introducing the said Act at that stage in Parliament and the objects and reasons of the Act itself to support his contention that what was intended to be banned was prize chit schemes wherein the giving of a prize or a gift based on a chance element is an essential ingredient as done in the different parts of the country at the relevant time by persons promoting such schemes though in different names and forms like benefit/savings schemes and lucky draws.
14. Mr. Somnath Chatterjee, appearing on behalf of the appellants in the other appeal, has adopted the contentions put forward by Mr. Deb and Mr. Gupta and he has further pointed out that if the definition clause be interpreted in the manner done by the learned trial judge, it would cover Table 21 pure endowment policies of the Life Insurance Corporation and since Section 11 of the Act does not extend the exemption to such a Corporation, such schemes run by the Life Insurance Corporation cannot go out of the purview of the Act. Mr. Chatterjee too has strongly relied on the Minister's speech to show what was the purpose behind the enactment.
15. Mr. S. Pal, appearing for another set of interveners, has adopted the contentions put forward by Mr. Deb and Mr. Gupta. Relying on a decision of the Privy Council in the case of I.L.M. Cadija Umma v. S. Don Manis Appu, AIR 1939 PC 63 at page 65, Dr. Pal has contended that in construing the definition clause, one should not construe it in a manner de hors the meaning of the term defined as done in the present case by the learned trial judge when, in construing the definition of the prize chit, the learned judge has held that a scheme providing for collection of money merely for refunding the same with or without interest and without any prize element therein, would come within the purview of the term defined.
16. Mr. Mitra, appearing on behalf of another set of interveners, has adopted the contentions put forward on behalf of the appellants and in support of the appellants.
17. The two State Governments, whose notices are the subject-matter of challenge, have not played any active role at the hearing of these two appeals. The main contest has been put forward by Mr. Roy Chowdhury, appearing on behalf of the Union of India and the Reserve Bank of India. He has contested all the points raised by counsel appearing on behalf of the appellants or those appearing on behalf of the interveners in support of the appellants. As pointed out hereinbefore, Mr. Roy Chowdhury has been fair enough to concede that the business carried on by the Peerless does not constitute any money circulation scheme as defined in Section 2(e) of the said Act and as thought of by the State Governments issuing the impugned notices. But, according to him, the business carried on by the Peerless answers the description of prize chit as in Section 2(e) of the said Act, and, as such, such a business is within the statutory prohibition. It is contended by Mr. Roy Chowdhury that the learned trial judge was right in holding as such. To support this position, Mr. Roy Chowdhury has first contended that when the definition clause is clear and explicit enough to show what it means and when there is no real ambiguity on its terms, this court should proceed on the basis of the ordinary meaning of the term defined on the terms of the definition clause itself. It is not necessary, therefore, according to Mr. Roy Chowdhury to look into the intention of the Legislature having regard to the historical background, the objects and reasons or the Minister's speech introducing the Act at that stage to Parliament. According to Mr. Roy Chowdhury, the business specified in paragraph 2 of the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973 and 1977, is the business incorporated in the definition clause in Section 2(e) of the said Act. Since the business of Peerless was being regulated under those Directions until the promulgation of the said Act, it goes without saying that such a business is now being banned by the provisions of the said Act with simultaneous repeal of those Directions. It is contended by Mr. Roy Chowdhury that though named as a prize chit, it is an inclusive definition conferring wider connotation on the term defined so as to include matters as incorporated in the definition clause irrespective of whether there is a prize element therein or not. On the plain language of Section 2(e), Mr. Roy Chowdhury has suggested that the definition clause should be divided into two main parts. The first part consists of the following elements: (i) there should be a scheme or arrangement by whatever name called; it may be called a savings scheme/ arrangement, mutual benefit scheme/arrangement, chit scheme/arrangement, (ii) there should be a person who as a promoter/foreman/agent or who acting in any other capacity collects moneys, (iii) moneys to be collected for or in respect of any such scheme or arrangement by whatever name called, (iv) manner of collection is in one lump sum or in instalments by any of the means, namely, contributions or subscriptions, sale of units, certificates or other instruments or in any other manner, as membership fees, as admission fees or as service charges for or in respect of any such scheme or arrangement by whatever name called. The second part of the definition consists of the following : (a) moneys as collected for or in respect of any such scheme or arrangement or any income accruing from investment or other use of such moneys, should be utilised for all or any of the following purposes : (i) giving or awarding prize or gift periodically or otherwise to a specified number of subscribers as determined in the manner indicated, (ii) refunding to the subscribers, that is, all the subscribers, the whole or part of the subscriptions, contributions or other moneys collected with or without any bonus, premium, interest or other advantage by whatever name called on the termination of the scheme or arrangement or on or after the expiry of the period stipulated therein, (b) refunding to such of the subscribers as have not won any prize or gift, the whole or part of the subscriptions. The definition, however, expressly excludes ' conventional chit' separately defined in Section 2(a) of the Act. According to Mr. Roy Chowdhury, so interpreted, the definition clause in Section 2(e) is wide enough to include various types of schemes or arrangements or transactions. It may be that in certain schemes a prize or gift is given which involves a chance element but there is nothing in the definition clause to show that in order to become a prize chit, a prize or a gift is the sine qua non of such a scheme or arrangement or transaction.
18. Alternatively, it has been contended by Mr. Roy Chowdhury that if the definition clause admits of more than one interpretation, this court should adopt that interpretation which will advance the object of beneficial legislation. According to Mr. Roy Chowdhury, the said Act is a piece of socio-economic welfare legislation, the object whereof is to ban public deposits acceptance business by miscellaneous non-banking institutions like the appellant in view of the sinister elements involved therein as pointed out by the learned trial judge. Mr. Roy Chowdhury, in his turn, has contended that the Raj Committee recommended ban of business by all miscellaneous non-banking companies which were previously being regulated by the Directions of the Reserve Bank of the years 1973 and 1977.
19. So far as Table 21 pure endowment policies offered by the Life Insurance Corporation are concerned, it is contended by Mr. Roy Chowdhury that such policies come within the definition of ' life insurance ' as defined in Section 2(11) of the Insurance Act, 1938. The Life Insurance Corporation Act, 1956, having conferred exclusive jurisdiction on the Corporation to carry on such business, that would not obviously come within the purview of the said Act. That apart, according to Mr. Roy Chowdhury, those policies are materially distinguishable from those offered by Peerless because while in the former, the premium is payable during the lifetime of the subscriber, in the case of the latter, the subscription can be continued even after the death of the subscriber by his nominee.
20. So far as the decisions of the Supreme Court relied on by Mr. Deb are concerned, those have been distinguished by Mr. Roy Chowdhury. According to Mr. Roy Chowdhury, in Srinivasa's case [1981] 51 Comp Cas 464, the Supreme Court was not called upon to consider whether any particular type of business comes within the purview of the Act or not. That aspect was expressly kept open. What was being considered was the constitutional validity of the said Act. Those parts of the observations in the judgment which have been relied on by the appellants or those supporting the appellants are merely the contentions put forward by the Union of India in support of the constitutional validity, but those do not constitute a part of the finding of the court itself. Strongly relying upon the observations of the Supreme Court made in paragraph 16 of the said decision, it has been contended by Mr. Roy Chowdhury that when the Supreme Court observed that lottery or gambling is only one of the sinister features, the Supreme Court necessarily implied that there may be other sinister features as well so that lottery or gambling need not necessarily be an indispensable element of the scheme. It has further been contended by Mr. Roy Chowdhury that to construe the two clauses of Section 2(e) of the said Act as conjunctive is to incorporate a word 'and' on an assumption that the said word had been omitted by the Legislature but the rule of construction does not permit such an omission to be assumed.
21. Similarly, the decision of the Supreme Court in the case of Sanchaifa Investments, : 1982CriLJ819 , has been distinguished by Mr. Roy Chowdhury on the ground that in that case, the Supreme Court was not called upon to analyse the ingredients of the definition of prize chit as defined by Section 2(e).
22. Mr. Roy Chowdhury has summarised his contentions by putting forward the following four contentions : (i) The said Act imposes a total ban on the business of all miscellaneous non-banking companies irrespective of whether such business involves giving of a prize or a gift or not, (ii) the pith and substance of the said Act is banning of each of the different species of contracts with sinister effect, and gambling or the chance element is not the core or substance or the true nature of the prohibited activities under Section 2(e)(iii) the Supreme Court upheld the validity of the Act knowing fully well that it covers miscellaneous non-banking companies conducting savings schemes with or without prize element previously regulated by the statutory directions of the Reserve Bank of 1973 and 1977 ; and (iv) there is no decision, no obiter, or no chance observation in the judgment of the Supreme Court to suggest that prizeless savings schemes are outside the purview of Section 2(e). On the other hand, the Supreme Court upheld the validity of the entire Act being fully aware that it was intended to implement thereby the recommendation of the Raj Committee, namely, that any scheme by whatever name called, run by a miscellaneous non-banking company should be banned except for conventional chits. These are the contentions put forward by Mr. Roy Chowdhury.
23. On the contentions thus put forward before us, the main point of controversy is with regard to the interpretation of the definition Clause 2(e) of the said Act which defines the term ' prize chit '. While according to counsel for the appellants and interveners who are all supporting the appellants, giving of prize or gift is an indispensable element on the definition clause, counsel for the Reserve Bank of India is contending otherwise to suggest that though such an element may exist in some cases, cases without such an element may as well come within the definition. Therefore, our primary endeavour would be to interpret the aforesaid definition clause and find out its true implication. In so doing, we must first deal with the contention of Mr. Roy Chowdhury that in interpreting the clause, we must go by the language alone since the language is plain and explicit and there is no necessity for us to probe into the intention of the Legislature apart from what appears on the language. It is a well settled principle of construction that when the language is not only plain but admits of but one meaning, the task of interpretation can hardly be said to arise ; such language best declares, without more, the intention of the Legislature (see Maxwell, Ch. I). But the basic requirement for adopting and applying such a rule is that on the language, there should arise no doubt and the language must admit of but one meaning. But, in our considered opinion, on the terms of the definition clause, it cannot be said that such a basic requirement is being fulfilled. It has strongly been contended by Mr. Roy Chowdhury that on the plain language of the clause while in the first part, the clause speaks of a scheme or arrangement by whatever name called for collection of money by the promoter, the second part speaks of utilisation of such money or the income arising therefrom in any of the alternative modes, viz., (1) giving or awarding of prizes, (2) refunding to the subscribers the whole or part of the subscriptions/contributions or moneys collected with or without bonus or interest, or (3) refunding of such subscription to such of the subscribers as have not won any prize or gift. Or, in other words, according to Mr. Roy Chowdhury, the two sub-clauses of the definition clause are independent of each other and even the first part of the second sub-clause is to be read independent of the second part. According to Mr. Roy Chowdhury, such is the only meaning or implication which follows from the clear terms of the clause and that on such language there arises no doubt about what it means nor is there any scope for any alternative meaning. On a careful consideration of such a contention put forward by Mr. Roy Chowdhury, we are unable to accept the same. In our opinion, on the language of the definition clause, there is enough scope for an alternative interpretation reading the two sub-clauses as conjunctive and not disjunctive. First of all, the two sub-clauses have not been made alternative to each other. Indeed, neither the word ' and ' nor the word ' or ' had been set out in between the two sub-clauses though in Srini-vasa's case : [1981]1SCR801 , the Supreme Court, according to Mr. Deb, put the word ' and ' by necessary implication as between the two sub-clauses. But, in our opinion, even in the absence of the word ' and ' in between the two sub-clauses, read in the context, what is provided in sub-clause (ii) may very well be read as in continuity of what is provided in Sub-clause (i). In other words, the question of refunding as envisaged by Sub-clause (ii) arises only after giving or awarding of prizes or gifts to specified number of subscribers determined by lot or draw or in any other manner. Necessarily, therefore, the two sub-clauses must be read as conjunctive and not disjunctive. Secondly, even on the terms of Sub-clause (ii), it may very well be said that there are sufficient indications to support the same conclusion as above. Sub-clause (ii) speaks of refunding to ' the subscribers or such of them as had not won any prize or gift'. In order to be a meaningful alternative, in this clause, the word ' subscribers ' must necessarily mean subscribers participating in the lot or draw irrespective of whether they had won any prize or gift. It would be quite an inappropriate expression if the language of Sub-clause (ii) is interpreted to mean that by the word ' subscribers ' what was meant was ordinary subscribers subscribing or depositing money for the purpose of refunding the same with or without any interest or bonus as an alternative to what follows the word 'subscribers'. Thirdly, Sub-clause (ii) speaks of refunding the whole or part of the subscriptions, contributions and other moneys collected with or without any bonus, premium, interest or other advantage by whatever name called on the termination of the scheme or the arrangement. Now, to accept the contention of Mr. Roy Chowdhury, any arrangement for collection of money for refunding the same without any bonus, premium, interest or other advantage, very well comes within the definition clause. But, on the language of the definition clause, the arrangement must provide for utilisation of the money. Any arrangement for collection of money for the purpose of refunding the same without any interest or bonus is not consistent with any idea of its utilisation. Lastly, the refund in Sub-clause (ii) must follow the termination of the scheme or after the expiry of the period stipulated. That necessarily implies an independent scheme wherein the subscribers participate and the question of refund arises only after the scheme has come to an end either by its termination or by efflux of time specified. Such scheme by necessary implication brings in Sub-clause (i) so that the two sub-clauses cannot be read wholly independent of each other. In the result, there arises an ambiguity.
24. Since, in our opinion, the term ' prize chit ', on the language of the definition clause, is not capable of but one meaning and since further we are of the view that there is enough scope for reading the definition clause in the manner suggested on behalf of the appellants, namely, reading the two sub-clauses as conjunctive, it would be necessary for us to determine what exactly the Legislature means by the definition clause for the purpose of banning the same and resolving the resultant ambiguity with regard to the meaning and connotation of the definition clause. To find out the intention, we should read the objects and reasons, but before doing so, we must refer to two reports by two study groups, inasmuch as the objects and reasons clearly indicate that the said Act was enacted to implement a part of the recommendations of the later report. On June 4, 1970, the Banking Commission constituted a study group headed by Dr. Bhabatosh Dutta to review the role of various classes of non-banking financial intermediaries then operating in the country, such as, unit and investment trusts, chit funds, nidhis and loan companies and other financial companies. Paragraph 2.8 of the report indicates that the group studied the five following financial institutions, namely, (1) hire purchase financial institutions, (2) investment companies, (3) chit funds/kuris, (4) nidhis or mutual benefit funds, and (5) financial corporations. Chapter VI of this report deals with the chit funds. The study group found the chit funds to be the oldest indigenous non-banking financial intermediaries playing the role of saving and lending institutions. The study group recommended that until such time as commercial banks are in a position to improve their services to their customers to an extent whereby the need for chit funds is eliminated, the logical conclusion is that chit funds have to be sustained but regulated. The study group considered the functions of the different chit funds, namely, simple chits, prize chits and business chits. This report will clearly indicate that chit funds, though a class by themselves, were being run in different manner in different parts of the country with different names though discharging substantial functions as saving and lending institutions; those were distinguished from other investment or financial institutions and the prize element was found to be an essential characteristic.
25. Immediately following the said report, the Reserve Bank of India in exercise of its powers under Sections 45(J) and 45(K) of the Reserve Bank of India Act, issued the directives known as the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973. Such directions were made applicable to four types of businesses set out hereunder ([1973] 43 Comp Cas (St.) 255):
' (1) collecting whether as a promoter, foreman, agent or in any other capacity, monies in one lump sum or in instalments by way of contributions, or subscriptions or by sale of units, certificates or other instruments or in any other manner or as membership fees or admission fees or service charges to or in respect of any savings, mutual benefit, thrift, or any other scheme or arrangement by whatever name called, and utilising the monies so collected or any part thereof or the income accruing from investment or other use of such monies for all or any of the following purposes-
(a) giving or awarding periodically or otherwise to a specified number of subscribers as determined by lot, draw or in any other manner, prizes or gifts in cash or in kind, whether or not the recipient of the prize or gift is under a liability to make any further payment in respect of such scheme or arrangement;
(b) refunding to the subscribers or such of them as have not won any prize or gift, the whole or part of the subscriptions, contributions, or
other monies collected, with or without any bonus, premium, interest or other advantage, however called, on the termination of the scheme or arrangement, or on or after the expiry of the period stipulated therein.
(2) managing, conducting or supervising as a promoter, foreman or agent of any transaction or arrangement by which the company enters into an agreement with a specified number of subscribers that every one of them shall subscribe a certain sum in instalments over a definite period and that every one of such subscribers, shall in his turn, as determined by lot or by auction or by tender or in such other manner as may be provided for in the agreement be entitled to the prize amount;
Explanation. --For the purposes of this sub-paragraph, the expression 'prize amount' shall mean the amount, by whatever name it be called, arrived at by deduction from out of the total amount subscribed at each instalment by all subscribers, (a) the commission charged by the company or service charges as a promoter or a foreman or an agent and (b) any sum which a subscriber agrees to forgo, from out of the total subscriptions of each instalment, in consideration of the balance being paid to him.
(3) conducting any other form of chit or kuri which is different from the type of business referred to in sub-paragraph (2) above;
(4) undertaking or carrying on or engaging in or executing any other business similar to the business referred to in sub-paragraphs (1) to (3).'
26. These Directions were replaced by a fresh set of Directions in the year 1977 without, however, any material change with regard to the types of businesses to which those Directions were made applicable.
27. In between, in June, 1974, the Reserve Bank of India constituted a fresh study group headed by Sri J.S. Raj to examine all aspects of the functioning of non-banking companies and their regulations under the different Directions issued by the Reserve Bank of India from time to time. Paragraph 3.8 of this report recites the purpose behind the issuance of the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973, and it was observed : ' Of late, there has been a large increase in the number of companies collecting funds from the public by way of subscriptions to the various prize chit or benefit schemes floated by them and holding lucky draws. Since it was found that cases of such types of companies had not been adequately covered by the existing Directions issued to financial companies, the Reserve Bank issued a new set of Directions called the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973, on August 23, 1973, which was brought into force from September 1, 1973 '. A tabulated statement outlining the salient features of the Directions issued by the Reserve Bank of India to financial, non-financial and miscellaneous non-banking companies were set out in Appendix VI. The 1973 and 1977 Directions of the Reserve Bank with regard to miscellaneous non-banking companies are to be found at page 151 and at page 160 of the affidavit-in-opposition filed in this appeal on behalf of the Reserve Bank of India. Chapter VI of the Raj Committee deals with miscellaneous non-banking companies classified into two groups, namely, (i) those conducting prize chits, benefit/savings schemes, lucky draws, the modus operandi of the types of schemes conducted by these companies being set out in the subsequent paragraphs, and (ii) those conducting conventional or customary chit funds. Paragraph 6.3 sets out the modus operandi of the prize chits, benefit/savings schemes, lucky draws, etc., as hereunder : ' The company acts as the foreman or promoter and collects subscriptions in one lump sum or by monthly instalments spread over a specified period from the subscriber to the schemes. Periodically, the numbers allotted to members holding the tickets or units are put to a draw and the member holding the lucky ticket gets the prize either in cash or in the form of an article of utility, such as a motorcar, scooter, etc. Once a person gets a prize, he is very often not required to pay further instalments and his name is deleted from further draws. The schemes usually provide for the return of subscriptions paid by the members with or without an additional sum by way of bonus or premium at the end of the stipulated period in case they do not get any prize '. In paragraph 6.11, the group recommended banning of such prize chits and benefit schemes in view of the finding that such schemes primarily benefit the promoters and do not serve any social purpose. Paragraph 6.21 of this report reads as follows : ' It will be seen from the foregoing that the Group has recommended that the conduct of a prize chit by whatever name called, should be banned in the larger interest of the public and that suitable legislative measures should be taken for the purpose if the provisions of the existing enactments are considered inadequate.' The Raj Committee identified the prize chits, benefit/savings schemes and lucky draws by their modus operandi which clearly indicates that awarding of a prize or gift was an essential element. A careful study of this report, and particularly Chapter VI thereof, makes it clear, therefore, that the Raj Committee was recommending banning of business carried on by companies who were promoting lucky draws for the purpose of giving prizes though such businesses were run in different names of prize chits, benefit or savings schemes or lucky draws. The Raj Committee never contemplated any prizeless scheme to be part of the business carried on by companies recommended to be banned so that giving of a prize appears to be an invariable ingredient in the operation of such schemes, howsoever, named like prize chits, benefit or savings schemes or lucky draws.
28. Next we refer to the Statement of Objects and Reasons set out in three paragraphs which will be found as annexure ' E ' to the affidavit filed on behalf of the appellants. In paragraph 1, what has been set out is the observations of the Raj Committee with regard to the prize chits/ benefit/savings schemes. In paragraph 2, the nature of operation of prize chits had been set out and it is stated : ' Prize chits would cover any kind of arrangement under which moneys are collected by way of subscriptions, contributions, etc., and prizes, gifts, etc., are awarded. The prize chit is really a form of lottery. Its basic feature is that the foreman or the promoter who ostensibly charges no commission, collects regular subscriptions from the members. Once a member gets the prize, he is very often not required to pay further instalments and his name is dropped from further lots. The institutions conducting prize chits are private limited companies with a very low capital base contributed by the promoter, directors, or their close relatives. Such schemes confer monetary benefit only on a few members and on the promoter companies. The group had, therefore, recommended that prize chits or money collection schemes by whatever name called should be totally banned in the larger interests of the public and suitable legislative measures should be undertaken for the purpose'. Paragraph 3 makes it clear that the said recommendation was being implemented by the provisions of the Act, then introduced in Parliament as a Bill.
29. It is quite evident, therefore, having regard to the objects and reasons that the object behind the enactment was to ban prize-giving schemes but not any savings schemes not involving giving of a prize or a gift to a specified number of subscribers determined by any lot or draw or otherwise.
30. This position is made further clear when we refer to the speech of the Minister introducing the Bill to Parliament. In this speech, the Minister classifies the Miscellaneous Non-Banking Companies into two types, namely, (i) those conducting prize chits, benefit/savings schemes, lucky draws, etc., and (ii) those conducting conventional or customary chit funds. Having referred to the classification, as aforesaid, the Minister pointed out that the Bill introduced was concerned with banning of the promotion and conduct of prize chits, benefit schemes, etc., activities of conventional chits being proposed to be regulated under a separate Bill. The Minister further explained the difference between the two groups on the following terms :
' Prize chits would cover any kind of arrangement under which moneys are collected by way of subscriptions, contributions, etc., and prizes, gifts, etc., are awarded. The modus operandi is that the company acts as the foreman or promoter and collects subscriptions in one lump sum or by monthly instalments spread over a specified period from the subscribers to the schemes. Periodically, the numbers allotted to members holding the tickets or units are put to a draw and the member holding the lucky ticket gets the prize in the form of an article of utility, such as, a car, scooter, etc. The prize chit is really a form of lottery. There is an unlimited number of members bearing no relation to the number of instalments in a scheme. Once a person gets a prize, he is very often not required to pay further instalments and his name is deleted from further draws. The schemes usually provide for return of the subscriptions paid by the members with or without any additional sum by way of bonus or premium at the end of the stipulated period in case they do not get any prize. Such schemes are known by various names, such as, prize chits, benefit I savings schemes, lucky draws, etc.'
31. It is quite clear, therefore, from the objects and reasons as also from the Minister's speech referred to hereinbefore that the said Act was intended to ban the promotion and conduct of prize chits and money circulation schemes--the prize chits having got a prize element as an essential ingredient though such schemes may go by different names like prize chits, benefit/savings schemes, lucky draws, etc.
32. Having determined the object behind the enactment, we now proceed to construe the provision itself on its language and find out the true import thereof. It goes without saying that in doing so, we would adopt that construction which will be consistent with and fulfil the object behind the legislation. What has been banned is not only promoting and conducting any prize chit but also any participation therein even as a subscriber. The statute not only imposes a ban, as aforesaid, but makes it penal both for the promoter and those participating in it to either conduct such a scheme or participate therein. Such a penal provision, in our opinion, deserves a very careful and strict interpretation. Since the prohibition is with regard to the prize chit schemes, we have to fall back upon the definition clause, namely, Section 2(e), which defines the term 'prize chit'. We have set out the definition clause hereinbefore. This definition clause may be analysed in two parts as suggested by Mr. Roy Chowdhury. The first part is the main operative part of the definition clause having four elements as pointed out by Mr. Roy Chowdhury, namely, (i) there should be a scheme or arrangement by whatever name called, (ii) there should be a promoter who collects the money, (iii) the money should be collected for or in respect of any such scheme or arrangement, and (iv) the money to be collected may be so collected in one lump or in instalments by any of the means like contributions, subscriptions, sale of units, certificates or any other instrument or in any other manner.
33. There is no serious controversy between the parties with regard to the interpretation of the first part of this definition clause save and except the fact that while, according to the appellants, in order to constitute a scheme, all the subscribers must participate, according to the Reserve Bank of India, it need not be so. The real controversy is with regard to the interpretation of the second part which is covered by the two sub-clauses which follow the main principal part. The principal part provides that the money collected or any part thereof or income accruing from the investment or other use of such moneys should be utilised for all or any of the following purposes. Clause (i) that follows contemplates giving or awarding periodically or otherwise to a specified number of subscribers determined by way of lot, draw or any other manner, prizes or gifts, and Clause (ii) speaks of refunding to subscribers or such of them as have not won the prize or gift, the whole or a part of the subscriptions, contributions or moneys collected with or without any bonus, premium, interest or other advantage. While Mr. Deb and counsel appearing on behalf of the interveners have contended that these two sub-clauses should be so interpreted as to mean that refunding must follow giving or awarding of prizes, Mr. Roy Choudhury has contended that Sub-clause (ii) may as well be read independently of Sub-clause (i) so that refunding the subscription, contribution or the moneys collected without giving any prize or gift may as well be a part of the scheme which comes within the definition of 'prize chit'. Mr. Roy Chowdhury is quite conscious of the position that so interpreted, a scheme for collection of money only for the purpose of repayment thereof with or without interest, bonus or premium and having no prize element would come within the definition clause though such a scheme may not come within the normal connotation of the term 'prize chit'. According to Mr. Roy Chowdhury, since the definition clause is an inclusive one, it is wholly immaterial whether what is included is a part of the normal connotation of the term defined. Secondly, Mr. Roy Chowdhury has strongly emphasised the fact that the principal part of the definition clause speaks of utilisation of the money for all or any of the purposes rendering it admissible to read all possible purposes to be made out from the two sub-clauses following the same as independent alternative. According to him, there is no reason why we should always read the two sub-clauses as interlinked. We have considered very carefully such a contention put forward by Mr. Roy Chowdhury. In the case of Dilworth v. Commissioner of Stamps [1899] AC 99 (PC), since approved by the Supreme Court in the case of South Gujarat Roofing Tiles Manufacturers Association v. State of Gujarat, : [1977]1SCR878 , it was observed:
' The word ' include' is very generally used in interpretation clauses in order to enlarge the meaning of words or phrases occurring in the body of the statute; and when it is so used, these words and phrases must be construed as comprehending not only such things as they signify according to their natural import but also those things which the interpretation clause declares that they shall include. But the word ' include' is susceptible of another construction which may become imperative, if the context of the Act is sufficient to show that it was not merely employed for the purpose of adding to the natural significance of the words and expressions defined. It may be equivalent to ' mean and include', and in that case it may afford an exhaustive explanation of the meaning which for the purpose of the Act must invariably be attached to these words or expressions.'
34. Therefore, in our opinion, the use of the word ' include ' in the definition clause would not necessarily mean enlargement of the meaning of the term defined. The true implication thereof would depend on the context. Read in such context, we think the word 'include' has been used in the definition clause to incorporate and cover various prize chit schemes conducted in different parts of the country though in different names. It was not the intention of the Legislature by the use of the word ' include ' in the definition clause to incorporate anything which does not come within the natural import of prize chit. Mr. Pal, in our opinion, rightly pointed out what the Privy Council laid down in the case of I.L.M. Cadija Umma v. S. Don Manis Appu, AIR 1939 PC 63, namely, that in construing a definition clause, one should not construe it in a manner de hors the meaning of the term defined unless such a construction becomes imperative on the express language of the definition clause. In our view, it is difficult to conceive that there is anything imperative on the language of the present definition clause which impels us to interpret the term defined in a manner de hors the natural import of the term defined. Coming on to interpret the two sub-clauses, it is difficult for us to accept the construction suggested by Mr. Roy Chowdhury. We have given some reasons hereinbefore in support of our view that the definition clause may very well be interpreted in a manner different from what is being suggested by Mr. Roy Chowdhury. Those reasons impel us to hold that the second sub-clause cannot be read both dependency and independently of Sub-clause (i). According to Mr. Roy Chowdhury, the second part contemplates utilisation of the money collected for all or any of the following purposes : ' (i) giving or awarding prizes or gifts periodically or otherwise to a specified number of subscribers as determined in the manner indicated, (iia) refunding to subscribers whole or part of the subscriptions, contributions or other moneys collected with or without any bonus, premium or interest or other advantage by whatever name called on termination of the scheme or on or after the expiry of the period stipulated therein, and (iib) refund to such of the subscribers as have not won any prize or gift, the whole or part of the subscription. ' Thus, according to Mr. Roy Chowdhury, while purposeof (i) and (iib) are interlinked to the giving and awarding of prizes, purpose (iia) may as well be totally unconnected with giving or awarding of prize. To accept this contention, we have to interpret the term ' subscriber ' in Clause (ii) bereft of its context having no link with the term 'subscriber' in Clause (i) or to its alternative, namely, ' such of them as have not won any prize or gift'. This, we are unable to do because the word ' subscriber ' in Clause (ii) must reasonably be interpreted having regard to the context and in the light of the alternative prescribed thereto. That interpretation, in our opinion, again would give a meaning which will be consistent with the natural import of the term defined, namely, ' prize chit'.
35. We would prefer to interpret the definition clause to mean and include a scheme by whatever name called, as for example, savings, mutual benefit or thrift, where the promoter collects the money for giving or awarding periodically or otherwise to a specified number of subscribers determined by way of lot, draw or in other manner, prizes and gifts and then refunding the collection either to all the subscribers whether they have obtained the prize or not or to such of them as have not won any prize or gift, the whole or part of the subscription with or without any bonus, premium, interest or other advantage. In our reading, refund must follow the giving or awarding of a prize and not refunding merely after the collection, as suggested by Mr. Roy Chowdhury. It would not be so for the simple reason that refunding the money collected without any other use thereof would not constitute utilisation. Secondly, such a construction would result in serious and unwarranted consequences as pointed out by Mr. Deb and Mr. Gupta. If we accept such a contention, then many a transaction including loan transactions would come within the purview of the definition clause and, as such, within the prohibition of the Act itself. In our opinion, Mr. Gupta is right in contending that if we accept such a construction, we would render the provisions of the Act so uncertain that nobody will be in a position to know what exactly is the transaction sought to be prohibited. The statute having provided for imposition of penalty both on the promoters and those participating in the scheme under the prohibition, it would not be just and proper to give such an interpretation to the definition clause with regard to the scheme under prohibition as would render it too wide and uncertain for its appreciation and understanding.
36. One must also take note of the fact that the definition clause speaks of a scheme or like arrangement. In order to be so, it should be a consensual arrangement between the promoter and all the subscribers--all participating in the same transaction; bilateral transactions as in savings schemes offered by Peerless can hardly be said to be a scheme within the contemplation of this definition clause.
37. We would now proceed to consider the next contention of Mr. Roy Chowdhury. According to Mr. Roy Chowdhury, the definition clause in Section 2(e) incorporates paragraph 2(i) of the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973 and 1977. Mr. Roy Chowdhury has contended that since such Directions were applicable to the business carried on by Peerless and since Peerless also obtained exemptions under the provisions of the said Directions, there can be no doubt that the business carried on by Peerless being covered by those directions, is now covered by the banning Act which replaced those directions. On the affidavits filed by the parties, there is no dispute that Peerless did avail of certain exemptions obtained from the Reserve Bank of India under the provisions of the said Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973, but they did so subject to their claim that the business carried on by them did not come within the mischief of the provisions of the said Directions. We have set out paragraph 2 of these Directions hereinbefore. Four types of business as enumerated in paragraph 2 came within the purview of the regulatory Directions. It is only the first type which has been brought within the definition clause of prize chit. It is, therefore, not clear that when the exemptions were sought for or were granted, those were so granted on the basis that Peerless was carrying on a business of the type enumerated in sub-paragraph (i) of paragraph 2 of these Directions. We will, however, assume it to be so. But even then, in our opinion, that would not alter the legal position. For reasons already given by us, neither the definition clause nor sub-paragraph (i) of paragraph 2 of the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973 and 1977, incorporates within its scope any prizeless saving scheme of the nature conducted by Peerless. Merely because upon some misapprehension, the Peerless earlier thought that it was carrying on a business of such a nature and obtained certain exemptions, that would not bring them within the prohibition of the Act, because, in our opinion, such a prohibition must be brought home on the terms of the statute and cannot be imposed merely by consent or surrender, if it does not apply on the terms of the provision itself, particularly, when breach of prohibition has been made an offence by the statute. When we read sub-paragraph (i) of paragraph 2 of the Miscellaneous Non-Banking Companies (Reserve Bank) Directions, 1973, in the light of the report of the study groups, it is quite evident that the paragraph was drafted in the light of the findings of the study group and the report, as we have indicated hereinbefore, contemplated in no uncertain terms, schemes wherein giving of a prize or a gift was an essential element though sponsored as saving, mutual benefit, thrift or lucky draw schemes.
38. We will next proceed to consider the alternative contention put forward by Mr. Roy Chowdhury. According to him, if the definition clause is capable of alternative interpretation, such an interpretation should be adopted as would advance the object of the socio-economic welfare legislation. Reliance has been placed by Mr. Roy Chowdhury on certain decisions of the Supreme Court in support of such a rule of construction. Since, in our opinion, there is no scope for any controversy with regard to the principles laid down in those decisions, it would be unnecessary for us to refer to or discuss those decisions. But the question still is what is the alternative interpretation that the definition clause is capable of and what object of the legislation would be advanced thereby. We have indicated hereinbefore in no uncertain terms that the only object of the said Act was to ban prize chit schemes run in different names in the country, the essential element whereof was to give or award a prize or a gift based on a draw. We are unable to accept the suggestion of Mr. Roy Chowdhury that the object of the legislation was to totally ban all deposit acceptance activities of non-banking companies with any sinister effect not limited to gambling or lottery involved in the matter of awarding of a prize. The learned trial judge has also taken the same view in interpreting the definition clause. But, in our view, how can such an implication be ascribed to the definition clause without rewriting the same to include other sinister effects. It is difficult to accept such a contention because nothing is there in the Act to give it such a wide implication. Secondly, it has been rightly pointed out by Mr. Gupta that if we are to accept such a contention, then we have to leave it uncertain as to what is the other sinister effect of a particular transaction. The sinister effect not having been specified by the statute, the transaction sought to be banned would not be identifiable. There being no objective basis to determine what that sinister effect is, it would be left to the subjective assessment of those who would enforce the law. A prohibition which is penal as well cannot be so interpreted. We have indicated hereinbefore that if we accept the construction of the definition clause as suggested by Mr. Roy Chowdhury, then the prohibition will extend to cover all schemes or arrangements for collection of money even merely for the purpose of refunding the same with or without any bonus or interest irrespective of there being any sinister effect. The alternative contention of Mr. Roy Chowdhury, therefore, does not fit in with his own construction of the definition clause. Hence, when the definition clause does not reasonably admit of an alternative construction as suggested by Mr. Roy Chowdhury and when the object of the legislation being one to prohibit chit fund business of which a prize or a gift is an essential element, we are unable to accept the contention of Mr. Roy Chowdhury that his suggested interpretation of the definition clause would advance the object of the legislation. Such an interpretation not only does not fit in with the object but renders the statute too vague and uncertain for its implementation.
39. Incidentally, Mr. Roy Chowdhury relied upon the observations of the Supreme Court in paragraph 16 of Srinivasa's case : [1981]1SCR801 , in support of his contention, that what the statute was dealing with was not a contract with the only sinister effect of prompting lottery but with contracts in general with sinister effect of any kind. In our considered opinion, the observations of the Supreme Court cannot be read as such. There the Supreme Court was dealing with an argument regarding the legislative competence and it was held that the field of legislation was not lottery by itself but the wider field of contract with sinister features associated with money circulation and prize chit schemes including the feature of giving of prizes. Those observations, in our view, cannot be read to support the contention put forward by Mr. Roy Chowdhury.
40. It will be pertinent to take note of the stand taken by the appellants that if the definition clause be interpreted in the manner suggested by Mr. Roy Chowdhury, that would cover even the pure endowment policies of the Life Insurance Corporation as specified in Table 21. Those policies, we find, are of a nature similar to the schemes promoted by the Peerless, save and except the fact that while in the case of Peerless policies, death of the subscriber does not bring to an end the policy which could be kept going by the nominee, in the case of pure endowment policies of the Life Insurance Corporation, the policy comes to an end on the death of the policy holder. This itself, in our opinion, is not of material consequence because, in substance, in both the cases, the arrangement is that the subscriber goes on paying subscriptions periodically to be refunded on maturity with a bonus which on the interpretation given by Mr. Roy Chowdhury would be a scheme coming within the purview of the prize chit. According to Mr. Roy Chowdhury, the pure endowment policies of the Life Insurance Corporation would come within the definition of life insurance. But even then, in our opinion, that would not save it from the banning provision because Section 11 of the said Act does not extend the exemption to the Life Insurance Corporation. In our opinion, this aspect clearly indicates that the Legislature never intended the term defined to be interpreted in the manner suggested by Mr. Roy Chowdhury.
41. Before we conclude, we must refer to two decisions of the Supreme Court with regard to the Act now under consideration. First of these decisions is in the case of Srinivasa Enterprises v. Union of India : [1981]1SCR801 . In this case, the Supreme Court was considering the constitutional validity of the provisions of the said Act having particular regard to Article 19(1) (f) and (g) and Article 14 of the Constitution. In this case, the Supreme Court referring to the definition clause now under consideration observed as follows (at page 466):
' The quintessential aspects of a prize chit are that the organiser collects moneys in lump sum or in instalments, pursuant to a scheme or arrangement, and he utilises such moneys as he fancies primarily for his private appetite, and for, (1) awarding periodically or otherwise to a specified number of subscribers, prizes in cash or kind, and (2) refunding to the subscribers the whole or part of the money collected on the termination of the scheme or otherwise.'
42. The learned trial judge has found fault with the use of the word ' and ' emphasised by us hereinbefore, by the Supreme Court when according to the learned trial judge, on the language of the definition clause, the two sub-clauses could as well be read independently of each other having been left in the alternative. With due respect to the learned trial judge, in our opinion, it is not for us to find fault with the decision of the Supreme Court, more so, when for reasons already given by us, such an interpretation not only follows from the definition clause but is wholly consistent with the object of the statute and the intention of the Legislature. Mr. Roy Chowdhury, in distinguishing this decision, has contended that the above observation is not the decision part of the Supreme Court judgment but that is merely a part of the enumeration of the defence taken by the Union of India in meeting the challenge of constitutional invalidity. Even if we accept the contention of Mr. Roy Chowdhury, it is quite apparent to us that such an interpretation then put forward by the Union of India before the Supreme Court was accepted by the Supreme Court in order to uphold the constitutional validity of the enactment and hence it cannot be said that those observations do not constitute a part of the decision which naturally binds the High Court. It may further be noted that in paragraph 12 of this decision, the Supreme Court went on to observe (at page 472 of 51 Comp Cas):
' Once this prize facet of the chit scheme is given up, it becomes substantially a ' conventional chit' and the ban of the law ceases to operate.'
43. It is, therefore, quite clear that the Supreme Court was interpreting the definition clause in determining its scope for the purpose of meeting the challenge of unconstitutionality having regard to Article 19(1) (f) and (g) and in so interpreting it, the Supreme Court held that the prize facet is an essential ingredient of a scheme coming within the definition clause. The next decision of the Supreme Court is the one on appeal from this court in the case of Sanchaita Investments. This court's decision is reported in : AIR1981Cal151 and that of the Supreme Court in : 1982CriLJ819 . It would appear from the said decision that promoters of Sanchaita Investments, who were inviting and obtaining deposits from the general public by way of loans with a promise to repay the same with abnormal interest, were being prosecuted for violation of the provisions of the said Act. The question raised before the court was as to whether the business carried on by Sanchaita Investments came within the prohibition of the said Act so that such a prohibition being infringed, the promoters were liable for the penalty prescribed by the Act. Both this court and the High Court upheld the stand taken by the promoters of Sanchaita Investment that the business carried on by them did not come within the prohibition of the said Act. This decision of the Supreme Court has been sought to be distinguished by Mr. Roy Chowdhury on the ground that on the first information report there under consideration, promoters of Sanchaita Investments were being prosecuted for carrying on a business of money circulation and not prize chit. It should be noted that in the said case, the promoters of Sanchaita Investments had challenged the investigation itself at its initial stage, the offence alleged being one under the provisions of the said Act. There can be no dispute about the fact that this court in allowing the writ petition preferred by the promoters of Sanchaita Investments held that the business carried on by such promoters did not constitute either money circulation or prize chit. When we read the decision of the Supreme Court, we find that the Supreme Court was affirming the entire decision. On a careful reading of the decision of the Supreme Court in that case, it would appear that though the principal point put forward on behalf of the State was that such promoters were carrying on the business of money circulation, the Supreme Court was not oblivious of the other aspect as well. Particularly in the judgment delivered by A.N. Sen J., we find there was a clear consideration as to whether the business then carried on by the promoters of Sanchaita Investments would constitute the business of running prize chit schemes or not. In any event, one has to take note of the fact that what was being challenged was the investigation in respect of a suspected commission of an offence and the Supreme Court would not have quashed the investigation if what the promoters were doing was not money circulation as claimed by the State but prize chit within the meaning of the Act, which would equally constitute an offence under the provisions of the said Act. That being the legal position, in our opinion, learned counsel for the appellants could legitimately rely upon the said decision in support of the contention that running of a saving scheme would not constitute a prize chit on theconstruction put forward by Mr. Roy Chowdhury, which construction if accepted, would bring within the mischief the business carried on by Sanchaita Investments as well.
44. A lot of controversy was raised before us having regard to an enquiry report obtained by the Reserve Bank of India on a review of the activities of Peerless. Particular reliance was sought to be placed on certain alleged financial irregularities said to have been reported against the Peerless. This report indeed was not disclosed in the original pleadings before the trial court. Be that as it may, those findings are being seriously disputed by the appellants and those have little relevance to the present dispute now before us. The impugned notices were not based on any such alleged financial irregularities found against the Peerless. The impugned notices were issued solely on the basis that the business carried on by the appellant, Peerless, was the business of money circulation and/or prize chit as defined by the provisions of the said Act and, as such, such business is required to be wound up. In our opinion, the fate of the present litigation is dependent solely on the interpretation of the definition clauses. If it be found on such interpretation that the nature of the business carried on by Peerless does not answer the description of the business specified in Section 2(c), that is, money circulation, or Section 2(e), prize chit, then the notices impugned in the two writ petitions are liable to be quashed.
45. Before we come to our final conclusion, we must dispose of a point incidentally raised by Mr. Roy Chowdhury in the course of his argument. According to him, if we uphold the appellant's contention and hold that the business carried on by Peerless does not answer the description of prize chit as defined by the Act, then it would not necessarily come within the purview of the Reserve Bank Directions, 1973 and 1977, referred to hereinbefore because it would not answer the description of business specified in paragraph 2(1) of those Directions. In that event, Mr. Roy Chowdhury apprehends, the business carried on by Peerless would be totally beyond the control or regulation of the Reserve Bank, however much unfair or irregular be the business carried on by it to the prejudice of depositors or the public. It is not for us in this case to go into the question as to whether Peerless is guilty of carrying on any such unfair or irregular business. But the contention of Mr. Roy Chowdhury is based upon a misapprehension, because since March 31, 1978, when the residuary clause was introduced by inserting paragraph 19 in the Directions of 1977, the Reserve Bank of India has been invested with enough power to control or regulate any business of the kind run by Peerless even if such business is not the business of prize chit as defined by the Act or as specified in paragraph 2(1) of such Directions.
46. Before us it has been conceded by Mr. Roy Chowdhury that the business carried on by Peerless does not constitute money circulation within the meaning of Section 2(c) and for reasons given by us, we have come to the conclusion that the business carried on by the appellant, Peerless, does not constitute prize chit either as defined in Section 2(e) because it is purely a bilateral saving scheme which the Peerless is promoting and is not a scheme wherein all the participants do participate for awarding of any prize or a gift based on an element of chance which, in our opinion, constitutes the essential ingredient of prize chit as defined by Section 2(e). We are, therefore, unable to sustain the views of the learned trial judge on the issue.
47. These two appeals, therefore, succeed and are allowed. The judgment and order of the learned trial judge being set aside, we allow the two writ petitions and declare that since the appellant, Peerless, had not been carrying on any business which can be said to be either money circulation or prize chit, the same does not come within the prohibition of the Act. The impugned notices issued by the two State Governments are quashed and an appropriate writ do issue in each case incorporating the above direction.
48. After the judgment is delivered, Dr. Banerjee, appearing on behalf of the Union of India and the Reserve Bank of India, orally prays for a certificate under Article 133(1) of the Constitution.
49. Though, in our opinion, the point involved and decided by us is a substantial question of law and that such a point is also of general importance, we are not in a position to give the certificate for the reason that, in our opinion, the point has been decided on the basis of two decisions of the Supreme Court and hence we are not in a position to certify that such a question needs to be decided by the Supreme Court.
50. Stay of operation of the order was prayed for and is refused by us also because of the fact that our decision rests upon the decision of the Supreme Court.
51. Let a plain copy of the ordering portion of this judgment duly countersigned be given to Mr. Roy who is appearing for the Reserve Bank of India.
52. Let a certified copy of this judgment, as and when applied for, be issued at an early date.
S.K. Mookherjee, J.
53. I agree.