BAKTAVATSALAM J.

The short point that arises for consideration in this writ petition is whether the respondent has got jurisdiction to issue directions like the directions impugned herein dated July 12, 1991, to the petitioner council under article 101(1) of the articles of association of the Apparel Export Promotion Council. The Apparel Export Promotion Council was incorporated under the Companies Act with a limited liability on February 22, 1978, and the company is licensed under section 25 of the Companies Act. It was incorporated as a non-profit organisation mainly with the object of promoting export of garments manufactured in India to various countries with a view to earn valuable foreign exchange and to provide considerable employment within the country. The Apparel Export Promotion Council (hereinafter referred to as the "council") was also to undertake various activities to develop export markets and provide service to the garment export industry and it seems the garment export industry contributes about 15 per cent. of the total foreign exchange earning of the country being the single largest foreign exchange earner. The main objects of the council are as follows :

"(1) To promote, advance, increase, develop, export of all types of readymade garments, excluding woollen knitwear and garments of leather, jute and hemp.

(2) To undertake all export promotion measures, particularly, to undertake market research, quota distribution and allocation, to find out the tariff and other restrictive practices of importing countries, to find out the product range and export prices of garments of other countries, to develop new designs and patterns of garments, to undertake marketing in individual foreign markets, to send trade delegations and missions to foreign countries as well as to survey export potential of readymade garments from the country.(3) To appoint representatives, agents or correspondents in foreign markets for the purpose of continuously and regularly reporting the market prices, market preferences and latest fashions and designs prevalent in the foreign countries.

(4) To conduct propaganda and publicity regularly and continuously so as to bring to the notice of the importers and the public in foreign countries the advantages of trade and commerce with India and to create a liking for the various types of garments markets for the purpose of continuously and regularly reporting to manufacturers, traders and exporters of garments.

(5) To assist members, especially, in the small scale sector by giving assistance in the matter of understanding and implementation of the drawback rules and procedures, import licence facilities provided and how to apply for the facilities.

(6) To establish design centres, to evolve improved design and patterns and garments suitable for export, to improve the qualities and standards of the fabrics and garments by importing technical know-how, to encourage export production of quality garments and to undertake necessary research in fashions, designs and techniques and to encourage manufacture of garments for exports.

(7) To undertake training of workers and technical personnel, to improve the skill of workers engaged in garment manufacturing in India and to assist in the technological base of the garment industry.

(8) To obtain from members of the council and to prepare for the council as a whole, action plans for promotion of exports, development of export markets, generation of production for exports, setting of export targets generally and in relation to specific countries and commodities on an annual basis and for such medium and longer terms as may be considered desirable and to ensure/undertake execution of such plans . . ."*

The articles of association of the company contemplate an elected body of members called the executive committee and they also provide that the composition of the executive committee would include four nominees of the Central Government. Article 58 of the arti