Holding

Section 22(1) of SICA does not prohibit recovery of dues from guarantors through certificate proceedings under the Uttar Pradesh Public Money (Recovery of Dues) Act, as the word "suit" excludes such non‑judicial processes.

Summary

The Pradeshiya Industrial & Investment Corp. of U.P. (PICUP) advanced a loan to Shefali Papers Ltd., secured by mortgage and guarantee bonds executed by Kailash Nath Agrawal and others. After the company was declared sick under the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), PICUP issued demand notices to the guarantors and, upon non‑payment, obtained recovery certificates under the Uttar Pradesh Public Money (Recovery of Dues) Act, 1972. The guarantors challenged the recovery, contending that Section 22(1) of SICA bars any suit for recovery of money or enforcement of a guarantee against a guarantor. The Supreme Court examined the distinction between the terms "suit" and "proceeding" in the amended Section 22(1) and held that "suit" refers to a judicial process, whereas the certificate proceedings under the U.P. Act are not suits. Consequently, the protection afforded by Section 22(1) does not extend to the guarantors, and PICUP may enforce the guarantee without a court suit. The Court dismissed the appeals with costs.

Issues considered

The scope of protection afforded to guarantors under Section 22(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 as amended in 1994.
Whether the term "suit" in Section 22(1) includes certificate proceedings under the Uttar Pradesh Public Money (Recovery of Dues) Act, 1972.
Whether the guarantors are barred from recovery proceedings under the U.P. Act by virtue of the SICA amendment.

Legislation cited

Subjects

SICAguarantor liabilitysection 22(1)suit vs proceedingU.P. Public Money Actjoint and several liabilityBIFRstatutory interpretation

Judgment

KAILASH NATH AGRAWAL AND ORS. A
v.
PRADESHY A INDST. & INV. CORP. OF U.P. AND ANR.

FEBRUARY 14, 2003

[RUMA PAL AND B.N. SRI KRISHNA, JJ.] B

Sick Industrial Companies (Special provisions) Act, I985 :

Sections 3(/) and 22(1): Loan given by a Government Company to a C
private company against security and bonds of guarantee-Debtor company
declared sick-BJFR initiated action/or its revival-Issuance ofdemand notices
to debtor/Guarantor and thereafter recovery certificates under UP. Act-
Challenge to-Writ Petition dismissed by High Court-On appeal, Held, the
object of SICA is to facilitate rehabilitation/winding up of sick industry and
not lo protect guarantor-Jn the absence of anything contrary to the joint and D
several liability of guarantor in the contracts of loan transaction Governn1ent
could issue demand notices under the UP. Act and it is not necessary to
enforce its right through any_ legal forum/adjudicating process-Provisions of
law under Section 22(1) does not provide protection to guarantor against
.., recovery proceedings-UP. (Public Money Recovery of Dues) Act, I 972;
Contract Act, I872; Section I 28-Interpretation of Statutes. E

Section 22(/)-Suits and Proceedings-Distinction between-Discussed.

The Pradeshiya Industrial and Investment Corporation of U.P. Ltd.
(PICUP), Respondent No. I lent certain loan amount to a private company/ F
.... Respondent No.2 against security and bonds of guarantee executed by the
appellants/guarantors. The debtor company was declared sick by the
Board for Industrial and Financial Reconstruction (BIFR). Pending
proceedings for revival of the sick company recovery proceedings was
initiated by the creditor/Government company by issuance of demand
notices to appellant-guarantors. On failure to liquidate dues, recovery G
certificates were issued under the provisions of U.P. Public Money
(Recovery of Dues) Act (U.P. Act) against the guarantors. They preferred
a writ petition which was dismissed by the High Court. Hence the present
appeals.

1159
H
1160 SUPREME COURT REPORTS [2003] I S.C.R.

A It was contended for the appellants that since Section 22(1~ of
SICA prohilJited recovery of loan for the enforcement of any guarantee,
the appellant/guarantor is entitled to such protection; and that the word
'suit' includes any proceedings for the enforcement of guarantee.

On behalf of PICUP (Respondent No.I) it was submitted that the
B word 'suit' in Section 22(1) of SICA must be construed as judicial/
adjudicatory process; that the Parliament/Legislature drew a distinction
between the word 'proceedings' and 'suit' and PICUP was entitled to
enforce its claim for recovery of loan under the U.P. Act; and that recovery
proceedings were prohibited oply against debtor company and not against
C the guarantor. ·

Dismissing the appeals, the Court

HELD: 1.1. The clauses of the guarantees executed by the appellant
in favour of PICUP clearly show that the liability of the guarantors remain
D unaffected by either the failure of PICUP to enforce its mortgage and
hypothecation against the assets of the company. There is nothing in the ,
contracts which can in any way be construed as contrary to the joint and
severally liability created under Section 128 of the Contract Act. Under
the guarantees PICUP could raise and enforce a demand against the
appellants under the U.P. Public Demands (Recovery of Dues) Act (U.P.
E Act). (1156-A, H; 1166-AJ

1.2. The procedure prescribed under the U.P. Act does not
necessitate that PICUP must enforce its rights through any legal forum
nor indeed after any adjudicatory process. The U.P. Act has also drawn
F a distinction between certificate proceedings, suits and arbitrations and
the demand and its enforcement are not required to be determined or
realised through Court or after any adjudicatory process. (1166-C, GJ

2.1. There is an apparent distinction between the expressions
'proceeding' and 'suit' used in Section 22(1), while it is true that two
G different words may be used in the same statute to convey the same
meaning, that is the exception rather than the rule. The general rule is
that when two different words are used by the same statute, prima facie
one has to construe these.different words as carrying different meanings.
(1169-C, DJ

H Kanhaiyalal Vishindas Gidwani v. Arun Dattatray Mehta, (2001 J 1 SCC
K.N. AGRAWAL, .. PRADESHYA INDST & INV. CORP OF U.P. 1161

789; Ghantesher Ghosh v. Madan Mohan Ghosh, 11996111 SCC 446; Assistant A
Collector of Central Excise v. Ramdev Tobacco Cor1pany, 119911 2 SCC 119
and Pandurang R. Mandlik v. Shantibair Ghatge. 119891 Supp. 2 SCC 627,
disti!'guished.

2.2. Having regard to the judicial interpretation of the word 'suit',
the word 'suit' in Section 22(1) of the Act could not be construed to mean B
anything other than some form of curial process. Apart from the semantic
difference between the word 'suit' and 'proceeding' there is the absence
of expensive words 'or the like' \Vhich appear after the expression
'proceedings' after t_he word 'suit'. The exclusion of such 'omnibus
expression' after the word 'suit' must be given some weight in interpreting C
the word. Since the Legislature has expressly chosen to make a distinction
between the suits for recovery of the money and enforcement of guarantees
and proceedings for the recovery of money, that must be given effect to.
(1170-D-F, HJ

LIC v. Escorts ltd., (1986( I SCC 264 and Patheja Bros. Forgings & D
Stampings v. ICICI ltd., (2000) 6 SCC 545, relied on.

2.3. The Parliament must be aware of the fact that the word
'proceeding' used in Section 22(1) had been widely construed to include
proceedings for recovery of dues by State Financial Corporation as arrears
of land revenue. The deliberate choice of the word 'suit' in the E
circumstances would indicate that Parliament intended to limit the ambit
of the amendment introduced to particular modes for the recovery of
money or enforcement of guarantees. 11171-A, B(

Maharashtra Tubes ltd. v. SU. Corpn. of Maharashtra, 11993) 2 SCC
144, referred to. F
2.4. The object of enacting the SICA and for introducing the 1994
amendment was to facilitate the rehabilitation or the winding up of sick
industrial companies. It is not the stated object of the Act to protect any
other person or body. If the creditor enforces the guarantee in respect of G
the loan granted to the industrial company, the provisions of the Act would
not be rendered nugatory or in any way affected. All that could happen
would be that the guarantor would step into the shoes of the creditor vis-
a-vis the company to the extent of the liability met. Till 1994 no protection
was afforded to the guarantors under the Act at all. A limited protection
has been given in 1994. The expression used being clear and unambiguous, H
1162 SUPREME COURT REPORTS f2003] I S.C.R.

A the wisdom of the legislature in giving the limited protection it did or why
such protection was necessary at all should not be questioned. The phrase
introduced by the 1994 amendment relates to the pre-decretal stage
because recovery proceedings by way of execution is already covered under
sub-section (1) of Section 22. If the procedure under the U.P. Act is covered
B under the word 'proceeding' in the first limb of Section 22(1) of SICA, it
is not a 'suit' for recovery under the second limb of that Section. Thus,
the proceedings under the U.P. Act are really recovery proceedings within
the meaning of the word 'proceeding'. Since Section 22(1) only prohibits
recovery against the industrial company, there is no protection afforded
to guarantors against recovery proceedings under the U.P. Act.
C [1171-D, E; 1172-F-H; 1173-A-BJ

Maharashtra Tubes Ltd. v. S.1.1. Corpn. of Maharashtra, [1993] 2 SCC
144, relied on.

Patheja Bros. Forgings and Stampings v. ICICI Ltd. [2000[ 6 SCC 545,
D distinguished.
CIVIL APPELLATE JURISDICTION: Civil Appeal No. 1317 of2003.

From the Judgment and Order dated 23.5.2002 in CMWP 12425/2002
of the High Court of Judicature at Allahabad.
E
WITH

C.A. Nos.13 I 8, I 319 of 2003.

Jaideep Gupta, Raju Ramachandran, Ms. Bina Gupta, Ms. Divya Roy,
F Ms. Nina Gupta, R.K. Sharma, Anuvrat Sharma and M.P. Shorawala for the
appearing parties.

The Judgment of the Court was delivered by

RUMA PAL, J. Leave granted.
G The scope of the protection afforded to guarantors under Section 22( I)
of the Sick Industrial Companies (Special Provisions) Act, 1985 (referred to
as SICA) is in issue in these appeals. The Pradeshiya Industrial and Investment
Corporation of U.P. Ltd., respondent No. I herein (referred to as 'PICU.P' •
hereafter) had given loans to a company, M/s Shefali Papers Ltd., the
1-i respondent No. 2 before us (hereinafter referred to as the company). By way
K.N. AGRAWAL r. PRADESHYA !NOST & INV CORP OF UP. [RUMA PAL J.] 1163

of security the company mortgaged its immovable properties and hypothecated A
its assets to PICUP . In addition the appellants executed bonds of guarantee
in consideration for the grant of loans to the co111pany.

On !st December. 1997, the Compan 0 \\as declared sick by the Board
for Industrial and Financial Reconstruction (BlFR) in terms of Section 3(l)(o)
of the SICA. The BIFR appointed IFCI as the operating agency under Section B
17(3) of the Act '"to examine the viability and submit its report for revival
of the company". While the proceedings before the BIFR were pending, on
6th February 2002 three separate notices of demand were served on the
appellants as personal guarantors in respect of the loans granted to the company
by PICUP. The total amount claimed was Rs. 8,90,84.259.06p. Each of the C
appellants was called upon to pay the demand within 30 days along with the
interest at the rates specified in the notice failing which PICUP said that it
\Vould take legal measures to recover its outstanding dues fro1n each guarantor.
The appellants replied to the notice stating that because of the decisions of
this Court on the scope of Section 22( l) of the Act, PICUP could not enforce
its demand against the appellants. PI CUP rejected the stand of the appellants D
and called upon the appellants to liquidate its dues failing which recovery
certificates \Vould be issued against the appellants.

The appellants did not pay. Instead they filed a writ petition which was
ultimately dismissed on 23rd May 2002. The decision of the High Court is
the subject matter of the present appeals. Recovery certificates which have E
been issued against the appellants have be.en stayed by this Court pending
disposal of the special leave petitions.

The submission of the appellants is that Section 22(!) of SICA
specifically prohibited the filing of a suit for the recovery of the money for F
the enforcement of any guarantee in respect of any loan or advance granted
to an industrial company. Reliance has been placed on Maharashtra Tubes
ltd v. S.1.1. Corpn. of Maharashtra, [1993] 2 SCC 144, Kanhaiya/ol Vishindos
Gidwani v. Arun Dottatraya Mehta, [200 I] I SCC 78, l/C v. Escorts ltd.,
[1986) 1 SCC 264, P.l. Kantha Rao v. State of A.P., [1995] 2 SCC 47!,
Ghantesher Ghosh v. Madan Mohan Ghose [ l 996] I I SCC 446, Pandurang G
R. Mandlik v. Shantibair Ghatge, [1989] Supp. 2 SCC 627 to submit that the
word 'suit' in Section 22 (l) should be understood as including any proceeding
including certificate proceedings for the enforce1nent of such a guarantee.

It is submitted that this Court in Patheja Bros. Forgings & Siamf//"gs
v. /CIC/ ltd., [2000] 6 sec 545 had clearly held that the legislative 1rirent H
1164 SUPREME COURT REPORTS f2003] I S.C.R.

A was to protect the guarantors since the guarantee given in respect of an
industrial company which was being revived under the Act is a fundamental
part of its restructuring process. It is further submitted that no rational
distinction should be made between a creditor who would have to file a suit
to enforce a guarantee and creditors like PICUP which could recover its dues
without approaching the Court by summary proceedings as an arrear of land
B revenue. It is claimed that if a proceeding for recovery through a court of law
were prohibited under Section 22( I), there was no reason why such protection
should be refused when action was sought to be taken without recourse to
Court.

C Learned counsel appearing on behalf of PICUP has submitted that the
word 'suit' in Section 22(1) must be understood as a judicial or at least an
adjudicatory process. It is pointed out that PICUP was entitled to enforce its
claim under the U.P Public Money (Recovery of Dues ) Act, 1972. Under the
U.P Act a distinction is drawn between a 'proceeding' and a 'suit'.

D Section 3 specifically states that no suit for the recovery of any sum
shall lie in the Civil Court against any such person to whom a certificate was
issuable under Section 3(1 ). It is submitted that since a suit was already
barred by the U.P. Act, the question it being further barred under Section
22( I) did not arise. It is also pointed out that in Section 22(1) of SICA,
Parliament has drawn a distinction between the word 'proceeding' and 'suit'.
E It is pointed out that this Court in its decision in Maharahstra Tubes (supra)
had construed the word 'proceeding' to include proceedings under the State
Financial Corporation Act. The section was subsequently amended by the
introduction of the prohibition relating to the filing of a suit inter alia to
enforce a guarantee in respect of loans advanced to a sick industrial company.
F It is argued that had the Parliament intended to include proceeding like those'
under the U.P Act within the word 'suit', it would have used the word + ..
'proceeding' and not consciously used the word 'suit'. The respondents have
relied upon the decision of this Court in Assistant Collector of Central Excise
v. Ramdev Tobacco Company, [1991] 2 SCC 119 to contend that the word
'suit' did not cover any proceeding which was not in a Court. It is then
G contended that the proceedings under the U.P. Act were really in the nature
of recovery proceedings under S.22( l) of the Act. Recovery proceedings
were prohibited only against the industrial company itself and not against the
guarantor. It is further submitted that the High Court had given liberty to the
appellants to approach the BIFR under Section 22(3) of the Act but the
H appellants had not availed of that remedy.
K.N. AGRAWAL ,._ PRADESHYA INDST & !NV CORP OF UP [RUMA PAL, J] 1165

Section 128 of the Indian Contract Act. 1872 provides that the liability A
of the surety is co-extensive \vith that of the principal debtor, unless it is
otherwise provided by the contract. The clauses of the guarantees executed
by the appellant in favour of PICUP clearly show that the liability of the
guarantors was to re1nain unaffected by either the failure of PI CUP to enforce
its n1ortgage and hypothecation against the assets of the company. Clauses 6, B
7, 15, 16 and 17 are relevant in this context and they specifically provide:

6. · The guarantee herein contained shall be enforceable against the
Guarantors notwithstanding that the securities specified in the
mortgage or any of them shall at the time when proceedings are
taken against the Guarantors hereunder be outstanding or C
unrealised.
7. The guarantee herein contained shall be enforceable against the
Guarantors notwithstanding that no action of any kind has been
taken by the Corporation against the Company/ Borrower and an
intimation in writing sent to the Company by the Corporation that D
a default or breach has occurred shall be treated as final and
conclusive proof as to the facts stated therein.
15. The Guarantors herein agree that it shall not be necessary for the
Corporation to sue the said Company/Borrower before suing
Guarantors for the a1nount due hereunder.
E
16. The Guarantors also hereby agree that the liability to repay the
air.aunt due to the Corporation shall arise on demand being made
by the Guarantors by a registered notice addressed to the
Guarantors on their addresses hereinafter contained.

17. The guarantors hereby agree that any amount due from them F
hereunder to the Corporation shall be recoverable under the U.P.
Public Money (Recovery of Dues) Act, 1972 (as amended from
time to time) as arrears of land revenue and further that it shall
not be necessary for the Corporation to take recovery proceedings
against the said Company/Borrower before taking recovery
proceedings under the said Act against the Guarantors. The G
Guarantors further agree for the applicability of relevant provisions
of the State Financial Corporation Act, 1951,

There is therefore nothing in the contracts which can in any way be
construed as contrary to the joint and severally liability created under Section
12s. H
1166 SUPREME COURT REPORTS 12003] I S.C.R.

A Under the guarantees PICUP could raise and enforce a demand against
the appellants under the U.P Public Demands (Recovery of Dues) Act, 1972
(referred to as the UP Act). Section 3 of the U.P Act provides for the issuance
of a certificate to the Collector by a financial corporation like PICU P in
respect of sums from persons specified in sub-section (I) of Section 3
requesting that such sums together with the costs of the proceedings should
B be recovered as if it were an arrear of land revenue. Sub-section 2 of Section
3 of the U.P. Act provides that the Collector on receiving the certificate shall
proceed to recover the amount stated therein as an arrear of land revenue.

Therefore; the procedure prescribed under the U.P. A.ct does n.ot
C necessitate that PICUP must enforce its rights through any legal forum nor
. inqi:ed after any adjudicatory process. This is clear also from the proviso to
'sub~Section 4 to Section 3 of the U.P. Act which provides:

"4. In the case of any agreement referred to in sub-section (I) between
any person referred to in that sub-section and the State Government
D or the Corporation, no arbitration proceedings shall lie at the instance
of. either party either for recovery of any sum claimed to be due
under the said sub~section or for disputing the correctness of such
claim:

Provided that whenever proceedings are taken against any person
E .for the recovery of any such sum he may pay the amount claimed
under protest to the officer taking such proceedings, and upon such
payment the proceedings shall oe stayed and the person against whom
such proceedings were taken may make a reference under or otherwise
enforce an arbitration agreement in respect of the amount so paid,
and the provisions of Section 183 of the Uttar Pradesh Land Revenue
F Act, 1901, or Section 287-A of the Uttar Pradesh Zamindari Abolition
and Land Reforms Act, 1950 as the case may be, shall mutatis
+
mutandis apply in relation to such reference or endorsement as they
apply in relation to any suit in the civil court."

G In other words payment pursuant to the certificate must be made before
the dispute can be referred to arbitration. The U.P. Act has, as rightly contended
by counsel for PICUP also drawn a distinction between certificate proceedings,
suits and arbitrations and the demand and its enforcement are not required to
be determined or realised through Court or after any adjudicatory process.

H That the guarantees are enforceable by PICUP against the appellants
KN AGRA\VAI r PRADESHYA JNDST & INV CORP. OF U.P_ fRUMA PAL. J l 1167

under the U.P. Act is in fact not in issue before us. The lin1ited question is A
whether PICUP is prohibited by Section 22(1) of the Act from doing so.

Prior to 199-1. Section 22( I) of the SICA read as follows:

••22. Suspension of legal proceedings, contracts, etc. - ( 1) Where in
respect of an industrial company, an inquiry under section 16 is B
pending or any sche1ne referred to under section 17 is under
preparation or consideration or a sanctioned scheme is under
i1nplen1entation or vvhere an appeal under section 25 relating to an
industrial co1npany is pending, then, notwithstanding anything
contained in the Companies Act, 1956, or any other law or the
1ne1norandum and articles of association of the industrial company or c
any other instrument having effect under the said Act or other law,
no proceedings for the winding up of the industrial company or for
execution, distress or the like against any of the properties of the
industrial company or for the appointment of a receiver in respect
thereof shall lie or be proceeded with further, except with the consent D
of the Board or, as the case may be, the Appellate Authority."

In Maharashtra Tubes Ltd. v. S././. Corporation of Maharashtra Ltd.,
(supra), when a question arose whether a State Financial Corporation could
take action against an industrial concern under Section 29 and/or Section 31
of the State Financial Corporation Act, 1951, notwithstanding the bar of E
Section 22 of SICA, this Court held that the expression 'proceeding' in
Section 22(1) should not be limited to 'legal proceedings' as understood in
the narrow sense but would include proceedings under Sections 29 and 31 of
the State Financial Corporation Act It was said:

"The purpose and object of this provision is clearly to await the F
outcome of the reference made to the BIFR for the revival and

"' rehabilitation of the sick industrial company. The words 'or the like'
which follow the words 'execution' and 'distress' are clearly intended
to convey that the properties of the sick industrial company shall not
be made the subject-matter of coercive action of similar quality and G
characteristics till the B IFR finally disposes of the reference made
under Section 15 of the said enactment. The legislature has advisedly
used an omnibus expression 'the like' as it could not have conceived
of all possible coercive measures that may be taken against a sick
undertaking. The action contemplated by Section 29 of the 1951 Act
is undoubtedly a coercive measure directed at the take over of the H
1168 SUPREME COURT REPORTS [20031 I S.C.R.

A management and property of the industrial concern and confers a
further right on the Financial Corporation to transfer by way of lease ---(_
or sale the properties of the said concern and any such transfer effected
by the Financial Corporation would vest in the transferee all rights in
or to the transferred property as if the transfer was made by the
owner of the company. So also under the said provision the Financial
B Corporation will have the same· rights and powers with respect to
goods manufactured or produced wholly or partly from goods forming
part of the security held by it as it had with respect to the original
goods. It is, therefore, obvious on a plain reading of Section 29 of the
195 l Act that it permits coercive action against the defaulting industrial
c concern of the type which would be taken in execution or distress
proceedings; the only difference being that in the latter case the
concerned party would have to use the forum prescribed by law for
)i'
the purpose of securing attachment and sale of property of the
defaulting industrial concern whereas in the case of a Financial
Corporation that right is conferred on the creditor corporation itself
D which is pennitted to take over the management and possession of
the properties and deal with them as if it were the owner of the
properties. If the Corporation is permitted to resort to the provisions
of Section 29 of the 1951 Act while proceedings under Sections 15
to 19 of the 1985 Act are pending it will render the entire process
E nugatory. In such a situation the law merely expects the corporation '
and for that matter any other creditor to obtain the consent of the
BIFR or, as the case may be, the appellate authority to proceed against
the industrial concern. The law has not left them without a remedy.
We are, therefore, of the opinion that the word 'proceedings' in Section
22(1) cannot be given a narrow or restricted meaning to limit the
F same to legal proceedings. Such a narrow meaning would run counter
-J-
to the scheme of the law and frustrate the very object and purpose of
Section 22(1) of the I 985 Act."

It appears that there were three reasons why this Court construed that
the word 'proceeding' as including action which may be taken under Section
G 29 of the State Financial Corporation Act:

I. The recovery proceedings were against an industrial company,.
-j...
the revival of which was one of the objects of the Act; ,....
2. The use of the omnibus expression "or the like" after the word
H "proceeding";
K.N AGRAWAL, .. PRADESHYA !NOST & !NV. CORP. OF U.P. [RUMA PAL, J] I I69

3. The fact that the entire Scheme as contained in Sections 16 to 19 A
of SICA would be rendered nugatory and the process short-
circuited of State Financial Corporations were allowed to recover
their dues from the assets of the company.

After this decision was rendered, Section 22( I) was amended by the
Sick Industrial Companies (Special Provisions) Amendment Act ( 12 of I 994). B
The following words were inserted in Section 22( I):

"ai1d no suit for the recovery of 1noney or for the enforce1nent of any
security against the industrial co1npany or of any guarantee in respect
of any loans or advance granted to the industrial company"
c
There is an apparent distinction between the expressions 'proceeding'
and 'suit' used in Section 22(1). While it is true that two different words may
be used in the same statute to convey the same meaning, that is the exception
rather than the rule. The general rule is that when two different words are
used by the same statute, prima facie one has to construe these different
words as carrying different meanings. In Kanhaiyalal Vishnidas Gidwani D
(supra) this Court found that words 'subscribed' and 'signed' had been used
in the Representation of People Act, 1951 interchangeably and, therefore, in
that context the Court came to the conclusion that when the Legislature used
the word 'subscribed' it did not intend anything more than 'signing'. The
words 'suit' and 'proceeding' have not been used interchangeably in SICA. E
Therefore, the reasons which persuaded this Court to give the same meaning
to two different words in a statute cannot be applied here.

In none of the decisions cited before us, has the word 'suit' been
defined in a context similar to that of SICA. The decisions cited by the
appellants do not relate to the same or similar statutes nor do they seek to F
define the word 'suit' in contradistinction to the word 'proceeding'. The
decision in Ghantesher Ghose v. Madan Mohan Ghose, (supra) was given in
the context of the Partition Act where a distinc;tion between 'filing a suit for
partition' and 'suing fqr partition· has been drawn. It was held that 'suing for
partition' was a wider phrase than the phrase 'suit for partition' without G
defining what a suit meant.

The decision in Assistant Collector of Central facise v. Ramdev Tobacco
Company (supra) related to the construction of the bar of suit section in the
Central Excise and Salt Act, 1944. The section as it stood at the relevant time
provided that "no suit, prosecution or other legal proceedings shall be instituted H
1170 SUPREME COURT REPORTS [2003] I S.C.R.

A for anything done or ordered to be done under the Act... ........ " The Court
held

"There can be no doubt that 'suit' or 'prosecution' are those judicial
or legal proceedings which are lodged in a court of law and not
before any executive authority, even if a statutory one.
B
A definition of the word 'suit' has been given in Pandurang R. Mandlik
v. Shantibai R. Ghatge (supra) but in the context of Section 11 of the Code
of Civil Procedure. This is what the Court said:

"In its comprehensive sense the word 'suit' is understood to apply to
c any proceeding in a court of justice by which an individual pursues
that remedy which the law affords. The modes of proceedings may
be various but that if a right is litigated between parties in a court of
justice the proceeding by which the decision of the court is sought
may be a suit".

D According to these decisions, a suit is an action taken in a Court of law.

Having regard to the judicial interpretation of the word 'suit', it is · ·
difficult to accede to the submission of the appellants that the word 'suit' in
Section 22 (1) of the Act means anything other than some form of curial
E process.

Apart from the semantic difference between the words 'suit' and
'proceeding' there is the absence of expansive words 'or the like' which
appear after the expression 'proceedings, after the word 'suit'. The exclusion
of such 'omnibus expression' after the word 'suit' must be given some weight
in inteqireting the word. As held by this Court in LIC v. Escorts ltd (supra):
F
"The distinction made by Parliament.. .... .in the several provisions of
the same Act cannot be ignored or strained to be explained away by t-
us. That is not the way to interpret statutes. The proper way is to give
due weight to the use as well as the omission to use the qualifying
G words in different provisions of the Act. The significance of the use
of the qualifying word in one provision and its non-use in another
provision may not be disregarded".

Since the Legislature has expressly chosen to make a distinction between
the suits for recovery of the money and enforcement of guarantees and
H proceedings for the recovery of money, that must be given effect to.
KN. AGRAWAL,.. PRADESHYA INDST & INV CORP. OF UP [RUMA PAL J.) J 171

Furthermore, the Parliament must be taken to be aware of the decision A
in Atfahurashtra Tuhes and the fact that the \vord 'proceeding' used in Section
22 (I) had been widely construed to include proceedings for recovery of dues
by State Financial Corporation as arrears of land revenue. The deliberate
choice of the word 'suit' in the circu1nstances \\·ould indicate that Parliament
intended to limit the ambit of the amendment introduced to particular modes
for the recovery of money or enforcement of guarantees. B

One of the reasons for the word 'proceeding' in Section 22(1) being
construed widely by this Court in Maharashtra Tubes was that the proceedings
were against the company itself. Having regard to the object of the Act viz.,
if possible to revive the company, as also the operation of the various sections C
towards this end, the Court held that it would be unreasonable to give such
meaning to the word 'proceeding' as would result in dealing a death blow to
the Company so that the entire procedure envisaged under the SICA would
be set at naught.

We have been unable to find a corresponding reason for widening the D
scope of the word 'suit' so as to cover proceedings against the guarantor of
an industrial company. The object for enacting the SICA and for introducing
the 1994 amendment was to facilitate the rehabilitation or the winding up of
sick industrial companies. It is not the stated object of the Act to protect any
other person or body. If the creditor enforces the guarantee in respect of the E
loan granted to the industrial company, we do not see how the provisions of
the Act would be rendered nugatory or in any way affected. All that could
happen would be that the guarantor would step into the shoes of the creditor
vis-a-vis the company to the extent of the liability met.

It is true that this Court in Patheja Bros. Forgings & Stampings v. F
!CIC! ltd (supra) construed the 1994 amendment to section 22(1) to hold:

"For our purpose, therefore, the relevant words are: "no suit... .... for
the enforcement....... of any guarantee in respect of any loans or advance
granted to the industrial company" shall lie without the consent of the
Board or the appellate authority. The words are crystal clear. There G
is no ambiguity therein. It must, therefore, be held that no suit for the
enforcement of a guarantee in respect of a loan or advance granted
to the industrial company concerned will lie or can be proceeded
with, without the sanction of the Board or the appellate authority
under the said Act." H
1172 SUPREME COURT REPORTS [20031 I S.C.R.

A This is in keeping with the well established principle of statutor)i
interpretation that where the language of the provision is explicit the language
of the statute must prevail.

The appella11ts have, however, sought to draw sustenance from the
follow·ing passage in the judgment:
B
"The argument on behalf of the first respondent is that while this
provisiOn provides for the continuatjon of proceedings against the
industrial colnpany, there is no provision in the said Act which provides
for the continuation of any held-up proceeding against the guarantor
of a Joan or advance to such company and that, therefore, Section 22
c should be. read as applying only to a suit against the industrial company
and not a guarantor. Apart from the [apt tHat, as indicated above, the
language of Section 22 is explicit, the scheme would provide for the
repayment of the loan or advance, and, therefore, would take within
its ambit the claim on the guarantee; the question of proceeding with
D the suit against the guarantor wouid not ~rise. On the other hand, if
the industrial company cannot be revived by a scheme, the embargo
under Section 22 would cease to operate." (Emphasis ours)

These observations do not mean that when the wor.ds used are
. unambiguous, other extrinsic interpretative aids such as the objects of the
E statute. or the difficulties that would be faced by creditors will be relevant in
interpreting the expression. The Court in Patheja's case merely observed that
the creditor could recover its sum from the principal debtor under the scheme
and, therefore, the claim on the guarantee would not arise if the amount is
so recovered under the scheme. We do not read the observations quoted as
F holding that protection of guarantors of loans to a sick company is an object
of the I 994 amendment which··object must colour our interpretation of the
amendment. Till 1994 no protection was afforded to the guarantors under the
Act at all. A limited protection has been given in 1994. The expression used
being clear and unan1biguous, it is not for us to question the wisdom of the
legislature in giving the limited protection it did or why such protection was
G necessary at all.
Finally, the phrase introduced by the 1994 amendment relates to the
pre-decretal stage because recovery proceedings by way of execution is already
covered under the first half of sub-section ( 1) of Section 22. If the procedtrre
under the U.P. Act is covered under the word 'proceeding' in the first limb
H of Section 22(1) of SICA, which it is according to Maharashtra Tubes, it is
K.N AGRAWAL, .. PRADESHYA INDST. & INV CORP OF UP. [RUMA PAL, J.] 1173

not a 'suit' for recovery under the second limb of that Section. As rightly A
contended by learned counsel appearing for PICUP, the proceedings under
the U.P. Act are really recovery proceedings \Vi thin the 111eaning of the word
'proceeding' as defined in Maharashtra Tubes. Since Section 22(1) only
prohibits recovery against the industrial company, there is no protection
afforded to guarantors against recovery proceedings under the U.P. Act.
B
The appeals are dismissed with costs.

S.K.S. Appeals dismissed.