TMI Blog1999 (8) TMI 952X X X X Extracts X X X X X X X X Extracts X X X X ..... 9; Union is that Management of Indian Tube Company Limited, hereinafter referred to as Tube Company amalgamated, with the Management of TISCO on April 1, 1983 and that the Workmen of Tube Company are entitled to get pay scale and dearness allowance which are being drawn by the employees of TISCO as well the workmen of the Indian Tube Company are entitled to other benefits which are being enjoyed by the employees of the TISCO with the personal protection of other monetary benefits which are available to and other facilities which were being enjoyed by the employees of the union prior to the date of amalgamation i.e. prior to April 1, 1983. The further case of the respondent Union is that several monetary benefits which were available to the workmen of Tube Company and certain other facilities which were enjoyed by the workmen of the Tube Company have either been withdrawn or reduced. 5. On the other hand case of the management is that the management of the Tube Company amalgamated with the management of the TISCO on October 1, 1985 and that the workmen of Tube Company are getting pay scale, clearness allowance and other benefits at par with the workmen of TISCO. The further case ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lgamation of the Tube Company with the petitioner/TISCO and what pay scale, dearness allowance and other benefits the workmen of Tube company are entitled and from which date the same will be payable to them. 9. Mr. C.M. Mishra, learned Counsel appearing for the petitioner assailed the award on the ground inter alia that the Tribunal has committed serious error of law, which is apparent on the face of the award and that the relevant materials on record have not at all been considered or overlooked by the Tribunal. The learned Counsel further submitted that amalgamation of one company with another company requires sanction of the Court under the provisions of the Companies Act. Order of sanction made by the Court comes into effect only when certified copy of order is filed with the Registrar, learned Counsel submitted that the Companies Act as such does not give any protection to the employees of Transferor Company with regard to their absorption/ employment in the transferee company. Learned Counsel referred to paragraph Nos. 7 and 15 of the amalgamation, a copy of which is Annexure 11 here and submitted that scheme itself envisaged that the amalgamation shall take effect from t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Counsel drew my attention to the relevant paragraphs of the scheme particularly paragraph Nos. 5 and 7 and submitted that on the reading of the scheme and the order together it is abundantly clear that the effective date of amalgamation is April 1, 1983. Learned Counsel then submitted that Tribunal was given positive and satisfactory reason in the award and there is no perversity or other error of law or error of fact. Learned Counsel then submitted that factually merger of two companies took place w.e.f April 1, 1983 from which date workmen have become entitled to extra monetary benefits by reason of amalgamation. 11. From perusal of the impugned award it transpires that on the main issue i.e. Issue Nos. 1 and 5 the Tribunal has come to the finding that as per Ext. M-12 and M-15 scheme of amalgamation was to be effective from April 1, 1983 and the scheme of amalgamation was to take effect finally from October 1, 1985. The Tribunal therefore, held that April 1, 1983 is the effective date of amalgamation of Indian Tube Company with TISCO and therefore, the workmen of the Tube Company are entitled to get all benefits at par with the workmen of TISCO from April 1, 1983. 12. Bef ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... taking of the transferor-Company to the Transferee- Company. 14. From perusal of the relevant portion of the order quoted above it is manifest that April 3, 1983 is the appointed date i.e. the date from which scheme of amalgamation became effective. It is also not disputed by the respondent that April 1, 1983 is the appointed date when entire business and undertakings of the transferor-Company stood transferred and vested in the transferee Company. The latter part of the order further declares that the transferee company prior to the date immediately proceeding the effective date referred to in Clause 15 of the scheme of amalgamation by a general notice to offer employment to all the employees of the transferor company on their existing remuneration and conditions of service and such employees of the transferor company in absence of any express declination shall continue in the employment of the transferee company and the transferee company shall be legally liable to pay to any such employee in the event of his retrenchment or on such declination on such compensation as may be entitled to under the law. 15. It is therefore, clear that the effective date used in the order of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g with its undertaking or any part thereof except in the ordinary course of business. 7. The transferee Company shall prior to the day immediately proceeding the effective day referred to in Clause 15 below of the scheme by a general notice offer employment to all the employees of the transferor Company on their existing remuneration and conditions of service and all such employees of the transferor Company as are in its employment at the close of business on the aforesaid day and as shall not have expressly in writing declined such offer shall continue in employment in the said undertaking or employees of the transferee Company without interruption in service and on the same remuneration and conditions as or on remuneration and conditions not in any way less favourable to such employees than those applicable to them at the aforesaid day and the transferee Company shall be legally liable to pay to any such employee in the event of his retrenchment such compensation as he may be entitled to receive under the Industrial Disputes Act, 1947 or any substituted enactment on the basis that his service has been continuous and has not been interrupted by the transferor of the undertaki ..... 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