TMI Blog1969 (3) TMI 87X X X X Extracts X X X X X X X X Extracts X X X X ..... nment has no merit and cannot be sustained. The second contention that the questions referred to were regulated by the company's standing orders and an application for a modification of the said standing orders relating to those questions was actually pending before the certifying authority .under the Industrial Employment (Standing Orders) Act precluded a reference thereof under section 10 of the Act requires no discussion as it is covered by the decision in Management of Bangalore Woollen, Cotton and Silk Mills Co. Ltd. v. Workmen [1967 (9) TMI 140 - SUPREME COURT] and Management jf Shahdara (Delhi) Saharanpur Light Railway Co. Ltd. v. S.S. Railway Workers Union [1968 (9) TMI 115 - SUPREME COURT] . Appeal dismissed. - 1463 OF 1968 - - - Dated:- 12-3-1969 - J.M. SHELAT AND V. BHARGAVA JJ. A.K. Nag, Jai Kishan and Ranen Roy for the Appellant. U.P. Singh and B.P. Singh for the Respondent . JUDGMENT Shelat, J. The Heavy Engineering Corporation Ltd., Ranchi, is a Company incorporated under the Companies Act, 1956. Its entire share capital is contributed by the Central Government and all its shares have been registered in the name of the Pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the Industrial Employment (Standing Orders) Act was a self-contained code, that once a question relating to conditions of service was before the certifying authority constituted under that Act and was pending before him, the said question could not be an industrial dispute which could be referred for adjudication under section 10 of the Industrial Disputes Act. It was urged that, consequently, the reference on both the grounds was invalid. The High Court negatived both the contentions and upheld the validity of the reference. The Mazdoor Union obtained a certificate under article 133(l)( c ) and filed this appeal impugning the correctness of that decision. Under section 2( a ) appropriate Government (leaving aside the words which are not relevant for our purposes) means ( i ) in relation to any industrial dispute concerning an industry carried on by or under the authority of the Central Government, the Central Government, and ( ii ) in relation to any other industrial dispute, the State Government. As was done before the High Court, Mr. Nag, appearing for the appellant-union, conceded that he would not contend that the company is an industry carried on by the Central Gove ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e an agent or a servant acts under or pursuant to the authority of his principal or master. Can the respondent-company, therefore, be said to be carrying on its business pursuant to the authority of the Central Government? That obviously cannot be said of a company incorporated under the Companies Act whose constitution, powers and functions are provided for and regulated by its memorandum of association and the articles of association. An incorporated company, as is well known, has a separate existence and the law recognises it as a juristic person separate and distinct from its members. The new personality emerges from the moment of its incorporation and from that date the person subscribing to its memorandum of association and others joining it as members are regarded as a body incorporated or a corporation aggregate and the new person begins to function as an entity, (of. Salomon v. Salomon Co. [1897] AC 22) . Its rights and obligations are different from those of its shareholders. Action taken against it does not directly affect its shareholders. The company in holding its property and carrying on its business is not the agent of its shareholders. An infringement of its ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany to its employees. But these powers are derived from the company's memorandum of association and the articles of association and not by reason of the company being the agent of the Central Government. The question whether a corporation is an agent of he State must depend on the facts of each case. Where a statute setting up a corporation so provides, such a corporation can easily be identified as the agent of the State as in Graham v. Public Works Commissioners [1901] 2 KB. 781, where Phillimore J. said that the Crown does in certain cases establish with the consent of Parliament certain officials or bodies who are to be treated as agents of the Crown even though they have the power of contracting as principals. In the absence of a statutory provision, however, a commercial corporation acting on its own behalf, even though it is controlled wholly or partially by a Government department, will be ordinarily presumed not to be a servant or agent of the State. The fact that a minister appoints the members or directors of a corporation and he is entitled to call for information, to give directions which are binding on the directors and to supervise over the conduct of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
