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CASE NO.: Appeal (civil) 2485  of  1999.

PETITIONER: CENTRE FOR PUBLIC INTEREST LITIGATION & ANR.

       Vs.

RESPONDENT: UNION OF INDIA & ORS.

DATE OF JUDGMENT:       19/10/2000

BENCH: S.N.Hegde, S.S.M.Quadri

JUDGMENT:

SANTOSH HEGDE, J. L.....I.........T.......T.......T.......T.......T.......T..J

     Being  aggrieved by the judgment of the High Court  of Delhi dated 25th January, 1999 made in C.W.P.No.3020/97, the writ petitioners therein have preferred this appeal by leave of  this Court.  Respondent No.1, Government of India (GOI), took a policy decision in the year 1992 to offer some of its discovered  oil  fields for development on a  joint  venture basis.   Its  decision in this regard was that medium  sized oil  fields will be offered for development under the  joint venture  with  the participation of the Oil and Natural  Gas Commission  (ONGC)/the  Oil  India Limited (OIL)  while  the small  sized  oil-fields  will be  offered  for  development without  the  participation  of the ONGC/OIL.   This  policy decision was taken on the ground that the country was facing foreign  exchange crisis and there was lack of resources  to fully  develop  these oil-fields.  The GOI was also  of  the opinion that the domestic crude production was declining and there  was a need to augment its production.  With the  said policy in mind, the GOI invited bids for 12 medium sized oil fields  and  31 small sized oil fields.  In response to  the invitation  of  the  GOI in regard to the two  medium  sized oil-fields,  namely, Panna and Mukta, as many as 8 consortia offered   their  bids  and   after   preliminary   technical evaluation  of  those bids, discussions were held  with  the bidders  and based on such discussions, the GOI  shortlisted respondent  Nos.  4 and 5 and another consortium of  Hyundai Heavy Industries, Essar Oil Limited, Dan Offshore and Albion International.    Sometime  in  October   1993,  these   two consortia  were  called  for  further  negotiations  by  the Negotiating  Committee  to finalise the contract  and  after such  negotiations  and  evaluation  of   the  bids  on  the recommendations of the said Committee, the bid of respondent Nos.   4 and 5 was accepted in February 1994 and a Letter of Award  (LOA) was issued to the said consortium.  As per this award,  the oil-fields - Panna and Mukta - were agreed to be given  to the said consortium with a participating  interest of  30%  each to respondent Nos.4 and 5 in association  with the  ONGC which was given a share of 40%.  The said contract provided that the GOI had the first option to purchase up to 100%  of  the  production  of oil from these  fields  at  an international  market  price to be determined in  accordance with  the  provisions of the contract.  It further  provided that  the  international  price  shall  be  determined  with

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reference  to one or more freely traded international market prices  which bear resemblance to the produce crude in terms of  standard  parameters such as gravity,  sulphur  content, yield  etc.   which are critical to the market value of  the crude.   The contract price to be paid to the contractor had to  be  the price of Brent (DTD) crude with a discount of  $ 0.10  cents per barrel.  Brent is said to be a similar sweet crude  which  is freely traded in the international  market. The  actual  contract  termed as Profit  Sharing  Contract (PSC) was signed by the GOI and the consortium of respondent Nos.   3, 4 and 5 in regard to Panna and Mukta oil-fields on 22.12.1994.   The appellants herein challenged the  awarding of  this  contract  before the High Court of Delhi  on  26th July, 1997 seeking the following reliefs :-

     (a) direct a thorough criminal investigation into this deal  by an appropriate agency to be supervised by a  senior independent  person such as a retired Judge of a High  Court or  the Supreme Court;  and (b) direct the Respondents  No.1 and  2  to take further follow up action by way of  criminal prosecution  and departmental proceedings against  officials who  have played a corrupt or improper role in the award  of the  contract  for  the Panna  Mukta oil fields;   and  (c) order the cancellation of the contract for the Panna  Mukta oil fields to the joint venture led by RIL  Enron.

     The  main  ground of attack before the High Court  was that  the  contract in question was awarded arbitrarily  for collateral  consideration and is actuated by malafides.   It was  contended  before  the High Court that the  oil  fields which were developed by a public sector company, namely, the ONGC  at  an expenditure of Rs.800 crores and which had  the reserve  oil capacity worth more than Rs.20,000/-crores  was given  on a 25 years lease to a private joint venture for  a paltry  sum  of Rs.12 crores.  It was also alleged that  the quantum  of  oil  and  gas  reserves  which  was  originally estimated  at 54.25 MMT was subsequently brought down to  14 MMT  in order to justify the award of this contract.  It was also contended before the High Court that the GOI agreed for a  fixed royalty and cess payment from the consortium  which would mean that the GOI has tied its income from the royalty and  cess from these oil-fields to a fixed rate for a period of  25  years  which was opposed to all known  standards  of business  prudence.   They also contended that the price  at which the GOI agreed to purchase the oil from the JV was far in excess of the market price and over and above that excess market  price, the GOI also agreed to pay a further sum of $ 4  per barrel of oil as a premium on an ostensible ground of the quality and locational advantage of the oil so purchased .

     The  appellants  who were the petitioners  before  the High  Court strongly relied on the observations made by  the Comptroller  and  Auditor General of India (CAG) who in  its report   submitted  to  the   Parliament,  had  raised  many objections  in  regard to this contract.  They  also  relied upon  a recommendation made by the Superintendent of Police, Anti Corruption Unit of CBI, Bombay, who had recommended the filing  of  a First Information Report pointing out  various irregularities  committed in the awarding of this  contract. According  to  the  appellants, this recommendation  of  the Superintendent  of Police, CBI, Bombay, was scuttled by some higher officers of the CBI with a view to favour the persons involved  in awarding of this contract.  It was also alleged in the said petition that some of the senior officers of the

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ONGC  who  actively participated in the  negotiations  which culminated  in  awarding  of  this  contract  in  favour  of respondent  Nos.   4  and  5  had  joined  the  services  of respondent   No.4  or  5  which   fact,  according  to   the petitioners,  clearly  indicated that these officers  during their  tenure with ONGC had colluded with respondent Nos.  4 and 5.  It was further alleged that the contract in question lacked transparency in the invitation of the bids as well as in  the  evaluation of bids which has led to the grant of  a very  valuable contract on unconscionable terms, leading  to plundering  of  national  resources.   The  appellants  also relied  on  a statement purported to have been made  by  the Private Secretary to the then Minister of Petroleum, who had averred  in the said statement to the investigating  agency, to  the  effect that large sums of monies were paid  to  the said  Minister.   The  petition  was   opposed  by  all  the respondents  on  almost similar grounds contending that  the contract   in   question  was   awarded  after   a   careful consideration  of  all the commercial/ technical aspects  of the  contract bearing in mind the policy of the GOI in  this regard  and  the  contract  in  question  was  to  the  best advantage  of  the GOI and the ONGC.  The  respondents  have asserted  that there has been no collateral consideration or mala  fides involved in awarding of the contract;  and  that each  of the terms of the contract was carefully  considered keeping  in  mind the interest of the GOI and the ONGC.   It was  further  argued that the figures mentioned in the  writ petition are wholly imaginary and exaggerated both in regard to  the oil reserves as also in regard to potential  returns from  the  oil fields and as a matter of fact the  estimated take  of  the  GOI and the ONGC in this contract  is  to  an extent  of  80  to 82 per cent of the total net  revenue  or technical  profits from the contract.  The respondents  also denied  the fact that under the contract the GOI had  agreed to  purchase the crude oil from the joint venture consortium at a highly inflated price of $ 24 per barrel which included a  premium of $ 4 per barrel.  According to the respondents, this  figure  was deliberately inflated by the  petitioners, and  there  was  no such agreement to pay $4 per  barrel  as premium.   On  the  contrary,  the  price  fixed  under  the contract  for  purchase of the crude oil by the GOI was  the international  market  price prevailing on the date of  such purchase  minus a rebate of $ 0.10 cents per barrel on  such price  which  meant that the price paid by the GOI was  less than  the  international price prevailing.  The  respondents also  questioned  the correctness of the petitioners  claim that  the quantity of oil reserves in these wells were to an extent  of  54.4 MMT and also contended that at no point  of time  the reserve oil figure was deflated, as alleged in the petition.   They  also contended that re-employment  of  the officials  named  in  the  petition had  no  effect  on  the contract.   In regard to the statement of Mr.  Safaya,  they contended   that  the  alleged   statement  of  the  Private Secretary  to  the Minister was false and, at any rate,  the same  was  subsequently withdrawn before the court  and  the said  bribery  case  is  the  subject-matter  of  a  pending criminal trial.  The CBI has also denied the allegation made against  it.  The High Court as per its judgment dated  25th January,  1999  rejected  the preliminary objection  of  the respondents in regard to the maintainability of the petition and  proceeded to deal with the petition on its merits.   It came  to  the  conclusion that the questions raised  by  the appellants/petitioners in their petition involved matters of economic  policy  in  respect of which the GOI  had  greater latitude  and  flexibility and the courts would be  slow  to

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interfere  in  such  matters.  Dealing with  the  allegation pertaining  to  abnormality  in fixing of royalty  and  cess amounts payable by the joint venture, the High Court came to the conclusion that the liability to pay royalty is upon the oil  produced and sold, irrespective of the price payable by the  GOI  which  could vary depending on  the  international market.   On this foundation, it came to the conclusion that there was no basic fallacy in the methodology adopted by the GOI  as  to the payment of royalty and cess.  It  also  held that in regard to the evaluation of bids, more than one view was possible, hence it could not come to the conclusion that the  view  taken by the GOI was actuated by mala fides.   In regard  to the price payable by the GOI for the crude oil to be  purchased from the joint venture, the High Court came to the conclusion that the price payable was actually less than the  international  price for oil of similar proof  and  the High  Court  concluded  that the Governments  take  in  the contract  would  not be less than 80% of the total value  of the  contract.  In regard to the complaint made against  the CBI,  the High Court refrained from expressing any  opinion. On  this  basis, the High Court came to the conclusion  that the  allegations  of  the  petitioners before  it  that  the contract  in  question was unconscionable as to call for  an independent  probe,  were not established and,  accordingly, dismissed  the  petition.   Lengthy   arguments  have   been advanced  before  us by Mr.  Shanti Bhushan, learned  senior counsel appearing for the appellants, and learned Additional Solicitor  General  Mr.  Kirit Rawal, Mr.  Ashok Desai,  Mr. Atul  Setalvad,  Mr.  B.  Sen and Mr.  K.N.   Bhat,  learned senior  advocates,  on behalf of the respondents.  To  avoid repetition,  we  will refer to the gist of  their  arguments during  the  course  of our judgment.  Mr.   Shanti  Bhushan initiated  his attack on the impugned contract by contending that  the  GOI  had  earlier   instructed  the  Ministry  of Petroleum  to  make  a  study of  comparative  economics  of operating  the oil wells on a stand alone basis by the  ONGC or the OIL vis-a-vis offering these wells on a joint venture basis.  He contended that the Ministry of Petroleum, however without  any  such  comparative economis, in  August,  1992, invited  bids  for  development of  the  discovered  oil/gas fields  including  the  oil fields of Panna and Mukta  on  a joint   venture   basis  without   first   considering   the feasibility  of  operating them on stand alone basis by  the ONGC/OIL.   The  appellants  contend that these  oil  fields which  were with the ONGC on a long term lease and on  which the ONGC had already spent more than Rs.800 crores from 1976 to 1993;  and from which the ONGC had been producing oil and selling  it  to the Government of India at  an  administered price  of  $ 8 per barrel need not have been given on  joint venture  basis;  and if a comparative study were to be made, it  would  have been crystal clear that the  development  of these wells on a stand alone basis would have been much more profitable  to the GOI than by giving these wells on a joint venture.

     On  behalf  of the first respondent in regard to  this contention  of the appellants, it is stated that even though in  the notes submitted to the GOI, no comparative economics was  indicated, as a matter of fact such a comparative study was  taken  up  and it is only based on the result  of  such studies  that the two oil fields i.e.  Panna and Mukta  were recommended  to  the GOI to be offered for development on  a joint  venture basis.  They also contended that as per  this study it was noticed that the two oil fields Panna and Mukta were  not  fully developed and the ONGC inspite of  spending

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huge  sums  of money on development of these wells, was  not able  to  exploit  these oil wells to the  maximum  possible extent  and  in  the wake of the then  prevailing  financial crunch and the foreign exchange crisis and the imminent need of  the country for extra oil production, it was  considered that  offering these wells on a joint venture basis was more beneficial  and  less  burdensome  in the  interest  of  the country.  It was also pointed out that at that point of time the  World Bank had offered financial assistance provided  a time-bound  programme  was  chalked  out   by  the  GOI  for development  of these wells.  For all these reasons the  GOI contended that it was thought economically prudent to go for joint  venture  development  of the oil fields.   They  also contended  that though, as a matter of fact, the particulars of  the result of the comparative economics prepared by  the Ministry  and the ONGC were not submitted to the GOI,  these materials  were  considered by the concerned Ministry  along with  the  Cabinet Sub-Committee on Economic Affairs and  on their  approval  and with the knowledge and consent  of  the Cabinet,  a  decision  was taken to give the oil  wells  for development  on a joint venture basis.  The High Court after considering  the  material available on record came  to  the conclusion  that  non-placing of the report  on  comparative economics  before the GOI is only an irregularity and in the absence  of  any prejudice to public interest being  pointed out,  the prayer of the appellants before it for directing a probe  was not justified.  We have carefully considered  the arguments and the material that was placed before us, and we note  that  so  far as the allegation of failure to  make  a comparative  economic study is concerned, from the  material on  record we find that the said allegation is not factually correct because it is seen that, as a matter of fact, such a comparative  study  was  made by the Ministry and  when  the particulars  thereof  were sought for by the CAG,  the  same were  also  placed  before  the CAG, and the  CAG  has  also accepted  this  fact  but commented in its report  that  the study  conducted  by  the  Ministry   has  not  taken   into consideration  the ONGCs current cost of development of the well  platforms vis-Ã -vis the cost of similar facilities  to be provided by the joint venture contractors.  Be that as it may,  the  fact  remains  that   a  comparative  study   was conducted;   but the same was not placed before the GOI when the  latter  accepted the proposal of the Ministry  to  give these  wells  on  a  joint  venture  basis.   The  question, therefore,  for our consideration is:  does the  non-placing of  the  materials pertaining to the  comparative  economics vitiate  the  contract  impugned in this appeal.   As  noted above,  the  GOI in its counter has stated that  though  the result  of  the  comparative  economics  conducted  was  not submitted  to  the Cabinet, the same was discussed with  the Cabinet  Sub-Committee  on  Economic Affairs  and  on  their approval  and  with knowledge and consent of the Cabinet,  a decision  was taken to give the oil wells for development on a  joint  venture basis.  This submission when taken in  the background  of  the fact that at the relevant point of  time the  ONGC was not in a position to exploit the oil wells  in question  to  the  best advantage of the oil  needs  of  the country  and there was overall financial crunch and  foreign exchange crisis, and there was also a possibility of the GOI losing  the  financial assistance from the World  Bank,  the GOIs  decision to accept the suggestion of the Ministry  to offer  these  oil wells on a joint venture basis  cannot  be faulted.    The  material  available  on  record   and   the circumstances  prevailing at the time of the decision of the GOI  show that though the materials of the comparative study

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were  not placed before the GOI, the recommending  authority had  based  its  recommendations  on such  study  which  was accepted  by  the  GOI.  Therefore, by the mere  absence  of placing  the materials constituting the comparative economic study, while in effect it was actually taken note of, we are unable  to  accept the argument of the appellant that  there has  been non-application of mind by the GOI while  awarding the  contract.  That apart, whether the oil wells should  be developed  on  a stand alone basis by the ONGC or not, is  a matter of policy with which we are not inclined to interfere solely  on  the  ground that there is no reference  to  such study in the decision of the GOI.  Therefore, the allegation of non-application of mind must fail.

     It  was next contended by the appellants that the  GOI has bartered away the two oil wells already developed by the ONGC  containing large deposits of oil to the joint  venture for  a  meagre  sum  of  Rs.12 crores paid  to  the  GOI  as signature  bonus.   According to the appellants,  the  oil reserve  in the said two oil wells was in the range of  54.4 MMT which, on the basis of the then prevailing market price, would  be  of the value of Rs.17,000 crores.  The  appellant also  contends that with a view to benefit respondent  Nos.4 and  5, the oil reserves were under-estimated at 14 MMT with the connivance of Mr.  RB Mehrotra, Member (Exploration) and Mr.   Khosla,  Chairman  & Managing Director,  ONGC  at  the relevant   time.   In  support  of  this   contention,   the appellants  also rely on the observations of the CAG who, in his  report  at  para 2.11, has observed that  The  reserve estimates  on the basis of which the Government should  have proceeded  in the matter, kept varying at different stages . .  .  In the absence of a reasonable assessment of reserves, it  would  be  difficult  for   the  Government  to   anchor negotiations  properly for obtaining higher Government  take in  the  form  of  past  cost  compensation,  signature  and production  bonuses  to ONGC and increased share  in  profit petroleum. The GOI and the ONGC in their statements as well as  in their submissions had given their own explanation  in regard  to  the varying figures found in the records.   They contended  that the figure of 51.4 MMT originally noted  was not  an  estimate  of  oil reserve only but  was  the  total estimate  of reserve of oil and gas found in these wells out of  which  the  ONGC had estimated oil reserve at  34.4  MMT only;   the balance being gas reserve.  It is also contended that in the year 1990 the ONGC undertook a 3D seismic survey which   revealed   that  the   actual  oil   available   for commercially  viable extraction from these wells was to  the extent  of  14 MMT only.  They contend that this figure,  as obtained from the 3D seismic survey, was not conveyed to any of the bidders.  On the contrary, the intending bidders were asked  to  conduct  their  own survey  for  the  purpose  of offering  their  bids.  They also contend that 34.4  MMT  of reserve  oil  was not actually the quantity of  economically recoverable  oil but was the estimate of a possible  reserve of  oil in these wells.  Even according to the ONGC,  before the  3D  seismic survey, the planned recovery  estimate  was only  24.9 MMT out of 34.4 MMT estimated reserve.  From  the material  on record, it is seen that the bidders made  their own survey of these wells and so far as respondent Nos.4 and 5 are concerned, they estimated the economically recoverable oil from these wells at 20 MMT while the other joint venture consortium  which was short-listed along with the consortium of  respondent  Nos.3 to 5, had estimated it at 12 MMT,  and the  respective  bids of the parties were evaluated  on  the basis  of  their self-evaluation of the reserve oil  in  the

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wells  concerned.   Therefore, we think it is possible  that out of 34.4 MMT of the oil estimated originally as being the reserve,  as a matter of fact, the recoverable oil could  be only  20  MMT or near about that quantity, as  evaluated  by respondent  Nos.4 and 5 because we could reasonably draw  an inference  that  it  may  not be  possible  to  economically exploit  all  the oil that may be existing in an  identified oil well.  At any rate, it would be hazardous for the courts to  venture  on  a guesswork as compared  to  the  technical assessment  that  is  made,  correctness  of  which  is  not disproved  by cogent materials.  Therefore, we are unable to accept the contention of the appellants that, as a matter of fact,  the recoverable oil reserve in Panna-Mukta oil fields was  either  54.4 MMT or even 31.4 MMT.  That apart,  it  is very  important to note that the GOI has made provisions  in the  contract  itself to increase its take in the  event  of there  being an increase in the quantity of recoverable  oil by  providing for progressive fiscal regime in the contract. As  a  matter of fact, this aspect of the contract was  also taken  note  of by the CAG in Para 2.12 of the  report.   In view  of  this  safeguard  coupled with the  fact  that  the economically  recoverable  oil  from these wells is  in  the region  of  20  MMT, we do not think that  the  contract  in question  is so unreasonable as to suspect the bona fides of the  same  on this ground.  At this stage, we will  have  to take  note  of  the  argument of  the  appellants  that  Mr. Mehrotra  and Mr.  Khosla, who were at the relevant point of time  holding important posts in the ONGC, had  subsequently joined  the  services  of  respondent  Nos.4  and  5  which, according  to  the  appellants, shows that  that  these  two officers could have played an important role in reduction of the  figures mentioned by the ONGC.  It is true that in  the year  1992,  Mr.  Mehrotra was the Member (Exploration)  and Mr.   Khosla  was the Managing Director of the ONGC.   Among these  two officers, Mr.  Khosla retired as an M.D.  in  the month of September, 1992 and Mr.  Mehrotra retired as Member (Exploration)  on 31.12.1993, while the contract in question was  approved by the GOI on 23.2.1994 and a Letter of  Award was  issued  to  the consortium on 16.3.1994 by  which  time these two officers had left the services of the ONGC, and it is to be noted that they had no part to play in the approval of the award of contract to the consortium which was done by the   GOI  on  the  recommendations   of  a   Committee   of Secretaries.   Therefore,  it  is difficult  to  accept  the argument that these two officials connived to reduce the oil reserves so as to help their future employers.

     We  will  now consider the argument of the  appellants that  the GOI had deliberately agreed to peg down its income from  the royalty and cess payable to it to a fixed rate for a  period of 25 years which, according to the appellant,  is opposed  to all known standards of business prudence.   They contend  that by such freezing of royalty and cess, the  GOI has  denied itself the benefit it would have obtained if the royalties were to be fixed at an ad valorem rate, correlated with  the increase in future international oil prices.   The appellants contend that by freezing of royalty and cess, the take  of the GOI in the contract would increasingly become a small  portion of the total earnings when international  oil prices  increase  in  future.   By this,  according  to  the appellants,  the GOI has conceded a large benefit in  favour of  the contractors in the long run.  The CAG has also taken note  of  this  freezing of royalty and cess  in  its  final report  wherein  it has observed that the Ministry  had  not informed  the  GOI  before agreeing to freeze  the  rate  of

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royalty and cess in the contract.  It had also observed that the  royalty ought to have been at an ad valorem basis.  The GOI  has contended that the freezing of royalty and cess  is not a concession given to the joint venture and the same was to provide for fiscal stability so that the economics of the project  is  not adversely affected.  It was contended  that the  decision  to  freeze the royalty and  cess  during  the period of contract was taken to enable the investors to work out their economics of the project without undue uncertainty arising  from  the future behaviour of the  Government  with regard to such levies.  The other respondents have sought to rely  on  similar  international practice in regard  to  the fixed  levy of royalty and cess in similar contracts.   They argued that if royalty and cess were not to be on an assured basis during the period of contract, it was most likely that the  bidding  parties  would  not  have  come  forward  with attractive  bids, as has been done in the present case under other  heads.   They  also contend that there  is  always  a possibility  that if an open-ended royalty and cess were  to be  insisted  upon,  the  bidding  parties  might  not  have accepted  the  figures  which are now agreed to be  paid  as royalty  and  cess.   As could be seen  from  the  arguments addressed  on behalf of the appellant, neither the appellant nor the CAG has taken any exception in regard to the quantum of royalty and cess as fixed in praesenti.  But the argument seems  to be that it should not have been a fixed figure for the entire period of the contract rather it should have been at  an  ad  valorem  rate.  This argument  proceeds  on  the footing  that  if  international prices of oil  were  to  be increased  in  future,  there   would  be  no  corresponding increase  in royalty and cess, hence, the GOI would stand to lose,  but then this argument does not take within its sweep the   repercussions  consequent  to  a  reduction   in   the international  oil  prices, however rare it might be, if  it were  to  happen, the corresponding share of the  GOI  under this  head  would also get reduced.  Then again, one  should not  be  oblivious  of  the fact  that  the  Profit  Sharing Contract in the present case is not anchored on the basis of a single head of payment as we could see it is an offer of a basket  containing  payments  under   various  heads.    The offering  party and the accepting party in such cases,  will assess  the  total  value of the basket and  decide  on  the acceptance or otherwise of the offer.  In such a case, it is not  possible  to  evaluate the profit from  a  contract  by assessing the value under each head of receipt individually. That  can be done only by taking into account all the  heads of  receipt  cumulatively.   Therefore, it is  difficult  to accept  the  argument of the appellants that by pegging  the rate  of  royalty  and  cess to a fixed  sum,  the  GOI  has arbitrarily bartered away a major portion of its take in the contract.   At  any  rate, when two options  were  available before the GOI to have a fixed royalty and cess or a varying rate based on an ad valorem rate of oil, and if after taking into consideration the entire value of the contract, the GOI has  opted  to  go in for a fixed royalty  rate,  we  cannot conclude  that  such  a  decision   was  arrived  at  either arbitrarily  or  unreasonably.  We think it as not  safe  to come  to  the conclusion that freezing of royalty  and  cess during  the period of contract was done in the instant  case with  the  sole intention of granting undue benefits to  the joint  venture.   In regard to the observations of  the  CAG that  the Ministry did not inform the Government in  advance as  to the decision to fix the royalty and cess on a  frozen basis,  it was pointed out to us by the respondents that  in January,  1994  itself  the Government was informed  of  the

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decision  of  the Committee of Secretaries that the  bidders will  be  asked to pay the royalty and cess at  the  current rate  because of the prevailing international practice.  For these  reasons,  we are of the opinion that the  appellants objection  as  to the fixed royalty and cess payable to  the GOI under the contract cannot be sustained.

     The  next challenge of the appellants is to the agreed price  under  the  contract at which the GOI has  agreed  to purchase  the  oil exploited by the JVs under the  contract. The  appellants  contend that before awarding the  contract, the  ONGC  was selling oil from Panna  Mukta to the GOI  at the  rate  of  Rs.1,741/- per ton ($ 8  per  barrel).   They contend  that  after the signing of the contract the GOI  is buying  the  oil from the JVs at the cost of $24 per  barrel (i.e.   $  20  being  the international price plus  $  4  as premium).   It was also contended that the share of the  GOI in  the crude oil produced was fixed on a fraudulent formula beneficial  to respondents 4 and 5.  They also contend  that as  per the calculations of the appellants, the share of the GOI  in  the crude oil produced under the contract  will  be merely  5  to  10  per cent;  whereas  normally  in  similar contracts,  the take of the Government should have been  80% to  90%.  The appellants also assail the alleged  additional cost  of $ 4 as premium per barrel which, according to them, is  being  paid to the JVs because of the fact that the  oil produced  from  Panna  and  Mukta   costs  less  by  way  of transportation charges and the crude is of superior quality. This  agreement to pay a premium of $ 4 on the above  count, according  to  the  appellants, is an atrocious  deal  which alone  would cause a loss to the GOI to the tune of Rs.3,000 crores.   They contend that there is no logic of paying $  4 per  barrel  for the oil produced from Panna and  Mukta  oil fields  on  the ground of superior quality of oil or on  the ground  of locational advantage.  In reply, on behalf of the GOI,  it was contended that sharing of the profit  petroleum between  the  Government and the contractor was  a  biddable item  and  the same was fixed with reference to the take  of the  GOI in the entire contract.  They contend that this was the  best  offer  that the GOI got from  amongst  the  final bidders.   They  further  contend that the  bid  for  profit petroleum  was invited by two alternatives, namely, on slabs of  investment  multiple  (IM) or on the post  tax  rate  of return  achieved  by the companies.  According to this,  the profit  petroleum  share of the GOI ranges from 5 to 50  per cent depending on the level of IM reached.  It also contends that  this share of profit petroleum with the Government  is over  and  above the payment of statutory duties  and  other takes  like  royalty, signature and production bonuses,  tax etc.   It  was also contended that this element  of  sharing profit  petroleum  is  a new element and there was  no  such earlier arrangement with the ONGC to have a profit petroleum sharing.  They also deny that the Government is committed to pay  a  cost of $ 24 per barrel for the crude produced  from these  oil-fields, and, according to it, the said allegation of  the appellants is purely a figment of imagination.   The GOI  specifically  denies the allegation of  the  appellants that  the GOI is paying a premium of $ 4 per barrel over and over  the international price of crude either on the  ground that  the  quality of crude is superior or on the ground  of its  locational advantage.  It reiterates and contends  that it  has the first option to purchase the crude produced from these oil-fields at an international market price to be paid to  the  contractor  on  the  basis  of  an  internationally accepted  standard  called  price of Brent  crude  with  a

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discount to the advantage of the GOI of 10 cents per barrel. Therefore, it is argued that as a matter of fact, instead of paying  $  4  per  barrel  as premium  over  and  above  the international  price, the GOI is actually paying $ 0.10 cent less  than  the  international  price of  crude  of  similar quality.  They also deny that the purchase of crude from the contractors  would be costlier than the price the GOI  would have  paid  for purchase of similar crude from the  ONGC  as contended  by the appellants.  According to this respondent, for  the  month  of June, 1997, as per  the  price  fixation formula  in  the contract, the purchase price that  the  GOI paid  to the contractors came to US $ 18.969 per barrel only and  this  payment was inclusive of cess and  royalty  which itself  would  amount  to  about  $  5  per  barrel  as  the calculation  based  on the conversion factors  and  exchange rate  of the day.  They also contend that the price paid  by the  GOI to the ONGC cannot be compared with the price  that the  GOI  has agreed to pay under the contract  because  the price  payable  by  ONGC was an  administered  price.   They further  contend that the take of the GOI as a whole in  the contract  is  over  80% of the project surplus  and  not  as contended  by the appellants.  Respondent Nos.4 and 5 in the statements filed before the court and also during the course of their arguments, denied the allegation of undue advantage shown  to them in fixation of price of crude oil.  They have also  specifically denied that under the contract the GOI is obliged  to  pay  $ 4 per barrel extra as premium  over  and above  the  international market price for the  purchase  of crude  oil  from  them.   They also  contend  that,  on  the contrary,  the agreement provides for a concession of $ 0.10 per  barrel  from  the international price fixed  under  the contract.

     The  price  fixation in a contract of the nature  with which  we  are concerned, is a highly technical and  complex procedure.   It  will be extremely difficult for a court  to decide  whether  a particular price agreed to be paid  under the  contract is fair and reasonable or not in a contract of this  nature.   More so, because the fixation of  price  for crude  to  be  purchased  by the GOI  depends  upon  various variable factors.  We are not satisfied with the argument of the appellants that the nation has suffered a huge financial loss  by  virtue of this arbitrary fixation of crude  price. As  a matter of fact, the figure mentioned by the appellants of  Rs.3,000 crores as a loss under this head of pricing  is based  on incorrect fact that the consortium is charging $ 4 per  barrel as premium.  It is because of this factual error that  the  appellants came to the conclusion that under  the contract  the GOI had agreed to purchase the crude from  the consortium  at an inflated price.  We also take note of  the fact  that under the agreement the respondents are bound  to give  a  discount of $ 0.10 per barrel on the price  of  the crude  fixed  on the basis of the international market  rate which,  prima  facie  shows that the fixation  of  price  is reasonable  since  under  all given circumstances  the  said price  will be less than the international market price  for Brent crude.

     It  was  next  contended that under  the  contract  no ceiling  is  put on the operating expenditure (OPEX) and  no disincentives   have  been  built   into  the  contract  for exceeding  OPEX,  absence  of  which   might  lead  to   the escalation  of  OPEX,  thereby  reducing  the  take  of  the Government  in the PSC.  In support of this contention,  the appellants have relied on the observations of the CAG who in

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his  report  has  noted  moreover in  absence  of  a  clear enunciation  of principles of computing cost escalation  and control   in  the  respective   contract,  the   Management Committee  cannot  exercise cost control to any  meaningful extent  as such Government take and the ultimate benefit  of the  PSC  is unduly flexible and uncertain.  Based on  this observation, the appellants contend that by leaving open the OPEX  without  a  ceiling, the GOI has permitted the  JV  to charge  practically any amount as they would like under this head  thereby making the profit of the GOI only an illusion. As  an  example they point out that while ONGC incurred  the OPEX  of  $2 per barrel, the OPEX incurred by the JV at  the time  of  the  filing of the petition was more than  $6  per barrel.   On behalf of the respondents, it is contended that it  is  practically impossible to put a ceiling/cap  on  the OPEX  because of the market conditions and other  unforeseen factors, they deny that it is open to the JV to increase the OPEX  unreasonably  because  the  contract  provides  for  a budgetary  control  by the Operating  Committee  (Management Committee)  to which budgetary estimates of production  cost or  operating  cost have to be submitted.  According to  the terms  of  the  contract, this Committee has  the  power  of review  or revise any such work programs, costs and budgets. They  point out that this Committee among others consist  of the  representatives  of the GOI and ONGC and  the  Director General  of Hydrocarbons is the monitoring authority of this Committee.   They  also point out that the decision of  this Committee has to be unanimous and because of the very nature of  the  constitution  of the Committee,  any  arbitrary  or unreasonable  increase effecting the take of the  Government in  the  PSC is impossible.  Respondents 4 and 5  have  also submitted that though it is a fact that in the initial stage of the working of the contract the operating expenses was in the  range of $6 per barrel which was as expected because of the heavy expenditure they had to incur at the initial stage to  make  improvements on the wining of the oil, they  point out  that over the years the said expenditure has come  down to $2.49 per barrel which almost equals to what was promised in  the  bid offer.  From the arguments referred  to  herein above, it is clear that though under the contract no ceiling limit  as such has been imposed on the OPEX, in our opinion, the  apprehension of the appellants cannot be accepted as  a likely happening because of the in built safety of budgetary control by the Committee constituted under the said contract wherein  the representatives of the GOI and the ONGC have an unassailable  role in accepting in the proposal for increase in the OPEX or not.  Therefore, there can be no apprehension that  Respondents  4  &  5   can  bulldoze  their  way  into increasing  the OPEX to the detriment of the interest of the GOI.    We  also  accept  the   explanation  given  by   the respondents  that  in  a  contract like the  one  under  our consideration  which is for a period of 25 years and  taking into  consideration the nature of the contract, it would  be well  nigh  impossible  to prefix or put a  ceiling  on  the operational  expenses.   The argument of the appellant  that respondent  Nos.4 and 5 have already increased the OPEX from $2  to $6 is also satisfactorily rebutted by the respondents who  have  established  that the increase in  the  operating expenses  during the initial stage of the contract has since been reversed and as at present the operational cost is only $2.49.   We  are  satisfied  that even though  there  is  no ceiling on the operational expenses to be incurred by the JV and  no  undue advantage of such absence of ceiling  can  be taken by the JV because of the in built budgetary control in the  contract.  Therefore, we are of the opinion, that there

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is  no  substance in this allegation of the appellant.   The next ground of attack by the appellant is that large sums of money  spent by the ONGC in development of oil wells,  which have  accrued  to  its value, were not given credit  in  the contract  while the sums of money spent by respondent  Nos.4 and  5 just prior to the signing of the contract were  taken note  of  and  a  provision was made  in  the  contract  for reimbursement  of these expenses to respondent Nos.4 and  5. The appellants contend that this type of concession given to the said respondents exposes the extent to which the GOI has sacrificed  the  nations  interest  in  entering  into  the impugned   contract.   The  appellants   also  rely  on  the observations  of the CAG in this regard in its report.   The respondents  have  denied these allegations.   They  contend that  while  the  amount spent by the ONGC  was  during  the period when the ONGC was still exploiting and extracting oil from  the wells and, consequently, it was deriving  monetary benefits  from such investment made by it.  Respondent Nos.4 and  5 have specifically stated that during the negotiations this  question of reimbursing the ONGC for its past expenses on  development  of  the wells was discussed and  when  such repayment  of the past costs was insisted upon, they made  a counter  offer  to the GOI that if the said expenses of  the ONGC are to be reimbursed then they are willing to agree for the  same  with reduction in the royalty and cess and  other amounts  payable  by  it.   This   modified  offer  was  not acceptable  to  the  GOI,  hence the same  was  not  further pursued.   In  regard  to the costs incurred  by  respondent Nos.4   and  5  as  to   which  the  contract  provided  for reimbursement,  it  was pointed out that this investment  by respondent  Nos.4 and 5 had gone into the development of the oil  wells  when it was still being exploited by  the  ONGC. Consequently,  the ONGC derived financial benefits from this investment  while  respondent  Nos.4  and  5,  who  actually invested  this amount, had no benefit whatsoever.  This fact was  also discussed at the time of the negotiations and  the GOI  considered it prudent to agree to the present terms  in the  PSC.  It was averred that the amount spent on the wells by  the  ONGC  for its development and  the  possibility  of repayment  of the amount spent by respondent Nos.4 and 5 was taken  into  account by the said respondents while  offering their bids.  We have considered the arguments of the parties in  this regard and we agree with the respondents that  from the investments made by the ONGC as also by respondent Nos.4 and  5  on these oil wells, the production of oil  in  these wells  had  increased and the benefit of this  increase  had gone  exclusively  to the ONGC and the GOI;  and  respondent Nos.4  and 5 had no share of benefit from such developmental activities;   be it the investment by the ONGC or their  own investment  on these wells.  Furthermore, these are  matters of  commercial  prudence and in the background of  the  fact that  the ONGC and the GOI both together had the benefit  of these  investments  in the form of increased oil  production and  consequential benefit of receiving their take from such exploitation  of  oil,  we do not think we  can  accept  the argument  of the appellants that these terms were agreed  to by  the  GOI with a mala fide intentiion of  granting  undue advantage  to respondent Nos.4 and 5.  As observed  earlier, we will also have to bear in mind the fact that the contract in  question  involves  the payment of  consideration  under different  heads in one basket.  The contents of this basket cannot  be assessed individually nor can the court say  that the  receipt  from  a  particular  item  in  the  basket  is arbitrarily low, because the take of the GOI in the contract is  as  a whole from the total receipt from the basket.   At

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this  juncture, we would like to notice the observations  of this  Court found in Kasturi Lal Lakshmi Reddy v.  State  of J.  and K.  (1980 3 SCR 1338 at 1357) wherein this Court had held :

       We  have  referred to  these  considerations  only illustratively,  for  there  may be an infinite  variety  of considerations  which  may have to be taken into account  by the  Government  in formulating its policies and it is on  a total  evaluation  of  various   considerations  which  have weighed  with the Government in taking a particular  action, that  the  Court would have to decide whether the action  of the Government is reasonable and in public interest.

     It  is clear from the above observations of this Court that  it will be very difficult for the courts to  visualise the various factors like commercial/technical aspects of the contract,  prevailing  market conditions both  national  and international and immediate needs of the country etc.  which will have to be taken note of while accepting the bid offer. In  such  a  case, unless the court is  satisfied  that  the allegations  levelled are unassailable and there could be no doubt  as  to  the unreasonableness, mala  fide,  collateral considerations  alleged,  it  will not be possible  for  the courts to come to the conclusion that such a contract can be prima  facie or otherwise held to be vitiated so as to  call for  an  independent  investigation, as prayed  for  by  the appellants.    Therefore,  the  above   contention  of   the appellants  also  fails.  While considering the  allegations levelled against the acceptance of the impugned contract, we may  usefully refer to the observations of this Court in the case  of  Tata Cellular v.  Union of India (1994 6 SCC  651) which are as follows :

     The  principles of judicial review would apply to the exercise of contractual powers by Government bodies in order to prevent arbitrariness or favouritism.  However, there are inherent  limitations in exercise of that power of  judicial review.   Government is the guardian of the finances of  the State.   It is expected to protect the financial interest of the  State.   The  right to refuse the lowest or  any  other tender  is  always  available to the Government.   But,  the principles  laid down in Article 14 of the Constitution have to  be  kept in view while accepting or refusing  a  tender. There  can  be no question of infringement of Article 14  if the  Government  tries  to get the best person or  the  best quotation.   The right to choose cannot be considered to  be an  arbitrary  power.   Of  course, if  the  said  power  is exercised  for  any collateral purpose the exercise of  that power will be struck down.

     Judicial  quest in administrative matters has been  to find the right balance between the administrative discretion to decide matters whether contractual or political in nature or  issues of social policy;  thus they are not  essentially justiciable  and the need to remedy any unfairness.  Such an unfairness is set right by judicial review.

     The  judicial power of review is exercised to rein  in any  unbridled executive functioning.  The restraint has two contemporary  manifestations.  One is the ambit of  judicial intervention;   the  other covers the scope of  the  courts ability  to quash an administrative decision on its  merits. These restraints bear the hallmarks of judicial control over

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administrative action.

     Judicial  review  is concerned with reviewing not  the merits  of the decision in support of which the  application for judicial review is made, but the decision-making process itself.   It is thus different from an appeal.  When hearing an  appeal,  the court is concerned with the merits  of  the decision  under appeal.  Since the power of judicial  review is  not  an  appeal  from the  decision,  the  Court  cannot substitute  its own decision.  Apart from the fact that  the Court is hardly equipped to do so, it would not be desirable either.   Where  the  selection or rejection  is  arbitrary, certainly the Court would interfere.  It is not the function of  a  judge to act as a superboard, or with the zeal  of  a pedantic  schoolmaster substituting its judgment for that of the administrator.

     The duty of the court is thus to confine itself to the question  of legality.  Its concern should be (1) whether  a decision-making  authority  exceeded  its   powers  ?    (2) committed  an  error of law;  (3) committed a breach of  the rules  of  natural justice, (4) reached a decision which  no reasonable  tribunal  would have reached or, (5) abused  its powers.

     Therefore,  it  is  not  for the  court  to  determine whether  a particular policy or particular decision taken in the fulfilment of that policy is fair.  It is only concerned with  the  manner in which those decisions have been  taken. The  extent of the duty to act fairly will vary from case to case.  Shortly put, the grounds upon which an administrative action  is  subect  to  control by judicial  review  can  be classified as under:

     (i)  Illegality :  This means the decision-maker  must understand   correctly   the   law    that   regulates   his decision-making  power  and  must give effect to  it.   (ii) Irrationality,  namely,  Wednesbury   unreasonableness.   It applies to a decision which is so outrageous in its defiance of  logic  or of accepted moral standards that  no  sensible person  who  had  applied  his mind to the  question  to  be decided could have arrived at.  The decision is such that no authority  properly directing itself on the relevant law and acting  reasonably could have reached it.  (iii)  Procedural impropriety.  Applying  the  above principle,  we  find  it difficult to come to the conclusion that the decision of the GOI  in  accepting the bid of respondent Nos.4 and 5 on  the advice of the Committee of Secretaries is so unreasonable as to  accept the prayer of the appellants to grant the reliefs sought  for  in this appeal.  Appellants rely  upon  another factual  circumstance which is outside the terms of the  PSC to  establish their contention that the contract in question was  awarded  to respondent Nos.4 and 5 because  of  certain collateral  considerations.   In this behalf,  they  contend that  there  is a clear and specific evidence to  show  that respondent  No.4 had paid certain sums of money to the  then Minister of Petroleum at or about the time when the offer of respondents  4  and 5 was being considered by the  GOI.   In support  of  this  contention,  the  appellants  rely  on  a statement  purported  to  have  been  made  by  the  Private Secretary  to the said Minister to the CBI while the  latter was  investigating  a  case  of bribery.  As  per  the  said statement,  respondent No.4 paid to the said Minister a  sum of  Rs.4 crores between June, 1993 and December, 1993  which fact,  according to the appellants, is sufficient to come to

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the  conclusion that awarding of the contract to respondents 4 and 5 was influenced by some collateral consideration.  It is  to be noted here that the said statement of the  Private Secretary  to  the Minister which was made to the  CBI,  was subsequently  retracted  by  the   said  Private  Secretary. Therefore,  it  will  not be safe to rely upon  a  retracted statement  to  come to the conclusion that the  contract  in question  is actuated by collateral consideration.  At  this stage,  it may not be out of place to mention the fact  that though there were a number of parties who have offered their bids  pursuant  to  the invitation of the GOI in  regard  to various oil fields, and in regard to Panna-Mukta oil fields, there  were  as many as 8 other bidders;  none of  them  has come  forward to question the validity of this contract.  It is  also to be noted that another similar petition (PIL) was filed  before  the  Bombay  High  Court  which  came  to  be dismissed  and  the petitioners therein did not  pursue  the matter further;  and one more writ petition filed before the Delhi High Court also met with the same fate by the impugned common  judgment, the said writ petitioner has not chosen to assail the judgment of the Delhi High Court.  This leaves us to  consider the argument of the appellants in regard to the conduct  of the CBI before the High Court as respondent No.2 in  the writ petition.  Though the appellants have made many allegations  against the investigation conducted by the  CBI in  this case, we do not think it is necessary for us to  go into   all   these   allegations    except   confining   our consideration  to the stand taken by the CBI before the High Court   as   to   the    existence    of   Part-   II   File No.1/636/D/95/AC/BOM  said  to have been opened by the  then Superintendent  of  Police, CBI, Mumbai.  According  to  the appellants,  the said file is in continuation of Part I file which was meant to be sent to the headquarters.  In the writ petition, it was specifically alleged that this Part II file was  opened  in  the Anti Corruption Branch-II  CBI,  Mumbai sometime  in March, 1996 itself and the same was  segregated from  the original file and withheld by some officers of the CBI with ulterior motives.  In reply to the said allegation, the  CBI  filed  a counter affidavit before the  High  Court verified   by   one    Shri    K.Surenderan   Nair,   Deputy Superintendent of Police, CBI Special Task Force, New Delhi, wherein  in  paragraph 4 of the said affidavit it is  stated thus  :  So far as Part-II of File No.1/636/D/95/AC/BOM  in which  Shri Y.P.Singh, the then Superintendent of Police-II, ACB,  Mumbai  Branch  allegedly recommended that  a  FIR  be registered and a Regular Case started, it was got checked up with  Dy.Inspector  General  of Police, ACB Mumbai  who  has intimated  that  no such file is in existence in ACB  Mumbai Branch. ( emphasis supplied).

     It  is based on the use of the words no such file  is in  existence which made the appellants contend before  the High Court that a deliberate incorrect statement was made by the  CBI in its affidavit filed before the High Court with a view  to deny the allegation made by the writ petitioners as to  the  motive  of  the superior officers  of  the  CBI  to suppress  the  contents of Part-II file opened by  said  Mr. Y.P.  Singh, Superintendent of Police.  The writ petitioners before   the  High  Court  in  their   rejoinder   affidavit reproduced  certain portions of the said Part-II file  which contained  the  notings  of the senior officers of  the  CBI including  the  one dated 11.4.1996 of Mr.  Raghuvanshi  who instructed  Mr.  Nair to swear to the first affidavit of the CBI.   Still  when the CBI filed the first affidavit  before the High Court on 19.8.1997, Mr.  Raghuvanshi instructed the

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deponent  of  the said affidavit to state before  the  court that  no  such  file  is not in  existence  in  ACB  Mumbai Branch.   When the rejoinder affidavit was filed, it  seems the CBI was caught on the wrong foot and it tried to wriggle out of the situation by filing another affidavit  this time sworn  to  by Mr.  Raghuvanshi himself wherein an  ingenuous stand  was taken that the intention of the CBI in  informing the court in the first affidavit by using the words no such file  is in existence in ACB Mumbai Branch was to  intimate the  court  that no such file was available at the  time  of filing of the first affidavit.  While examining this belated explanation  of  the  CBI we have to bear in mind  that  the first  affidavit of the CBI was, among other facts, in reply to  the  specific allegations of the writ petitioners as  to the  opening  of  and the contents of Part  II  file  which, according  to the writ petitioners, was being suppressed  by the  CBI from the Court.  As a matter of fact, in para 18 of the  writ  petition,  it was stated thus  :-  Part-II  file containing  recommendation of registering a regular case  in the matter was withheld by the then Joint Director, CBI Shri Mahendra Kumawat and was not sent to the head quarters.

     While  the  CBI had to explain this averment  made  in para  18 of the writ petition, if really it wanted to convey to  the Court as to the non-availability of Part II file  to comment on the above allegation, one would have expected the CBI  to  come forward with a simple explanation that  it  is unable  to  respond to the above allegation in view  of  the fact  that  the  said  file was  not  traceable  instead  of averring in the affidavit that no such file is in existence. The  use of the words no such file clearly indicates  that what  the  CBI intended to convey to the Court in the  first affidavit was to tell the Court that such file never existed and  it  is  only when the reply to the said  affidavit  was filed  by  the writ petitioners with a view to get over  the earlier  statement,  the second affidavit was filed  by  Mr. Raghuvanshi  interpreting the word existence to mean  not traceable.   In the circumstances mentioned hereinabove, we are  unable  to accept this explanation of the CBI  and  are constrained  to observe that the statement made in the first affidavit  as to the existence of Part-II file can aptly  be described  as  suggestio  falsi and suppressio  veri.   That apart,  the explanation given in the second affidavit of the CBI  also discloses a sad state of affairs prevailing in the Organisation.   In that affidavit, the CBI has stated before the  Court  that  Part  II file with  which  the  Court  was concerned,  was  destroyed unauthorisedly with  an  ulterior motive  by  none  other  than  an official  of  the  CBI  in collusion  with  a senior officer of the  same  Organisation which  fact, if true, reflects very poorly on the  integrity of  the  CBI.   We  note herein  with  concern  that  courts including  this  Court  have  very   often  relied  on  this Organisation   for   assistance    by   conducting   special investigations.   This reliance of the courts on the CBI  is based  on the confidence that the courts have reposed in  it and  the  instances  like  the one with  which  we  are  now confronted  with, are likely to shake our confidence in this Organisation.   Therefore, we feel it is high time that this Organisation puts its house in order before it is too late.

     Leaving apart the above observations of ours in regard to  the  CBI,  having considered all  the  materials  placed before us and the arguments addressed, we are satisfied that on  the facts and the circumstances of this case, the prayer

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of  the  appellants to direct a criminal investigation  into the deal in question by an appropriate agency, as prayed for in the appeal, cannot be granted.

     For the reasons stated above, the appeal fails and the same is hereby dismissed.

     J.  (S P Bharucha)