BHARATIYA KAMGAR SENA Vs. GEOFFREY MANNERS

JUDGEMENT

(1.) THE appeal arises upon an order sanctioning, under section 391 of the Companies Act, the scheme of amalgamation between Geoffrey Manners and Co. Ltd. (GM) and John Wyeth (India) Ltd. (JWIL) with some modification. The scheme proposes to transfer a part of GM's undertaking to JWIL. The appeal is filed by the Bharatiya Kamgar Sena which is the representative trade union of the workmen of GM and which objected to the sanction of the scheme on the ground that it purported to compulsory transfer of workmen of GM to employment in JWIL. The learned single judge accepted the submission that such compulsory transfer could not be effected and modified the scheme so as to remove therefrom the provision that provided for the compulsory transfer Instead, the learned judge ordered that the concerned employees would have an option to join JWIL, in which event, they would be protected by the relevant provisions of the scheme. Those employees who chose to remain with GM would 'be entitled to all such rights and remedies as they may be entitled to in law.'

(2.) DURING the hearing of the appeal, being intrigued by the words which we have quoted, we asked Mr. Tulzapurkar, learned counsel for the companies, whether the intention was to absorb these workmen in GM or to retrench them after and effective date. We were fairly told that, after the effective date, if would not be possible for GM to continue to employ them. It is, therefore, clear that the interest of these workmen is likely to be adversely affected by the order of sanction of the scheme. We are told that they number between 550 and 600.

(3.) AT this stage, Mr. Tulzapurkar, on behalf of the companies, made an offer with prejudice. He said that a very large proportion of the concerned workmen were likely to be in favour of taking employment with JWIL and availing of the provisions of the scheme in that regard. He said that if 20% or more of the number of concerned workmen, voting in the manner hereafter mentioned, declined to accept employment with JWIL under the scheme, the companies would give up the scheme. He said that if, on the other hand, the requisite proportion of the concerned workmen were agreeable to go over to JWIL, GM would offer the remaining workmen substantial retrenchment benefits in a scheme to be formulated with the assistance of the court.