PEICO ELECTRONICS AND ELECTRICALS LTD Vs. C S BAJ MEMBER INDUSTRIAL COURT AND PHILIPS EMPLOYEES UNION

JUDGEMENT

(1.) N. V. Philips Gloeilampenfabrieken, Eindhoven, the Netherlands had executed a memorandum of Understanding (M. O. U) with TATAs in 1989. It appears to have touched the capital structure of Peico Electronics and Electricals Ltd. , a Company operating over four decades, (the Petitioner herein) wherein Philips (Holland) hold 39. 7% of the shares and financial institutions hold 24. 8 % and the balance 25. 5 % by the public. The Petitioner had admittedly moved the Controller of Capital Issues in July 1991. There was an amendment on September 25, 1991. It sought issue of fully convertible debentures of Rs, 28. 29 crores and non-convertible debentures of Rs. 5 Crores. A Special Resolution approved the Special Resolution for the issue of debentures as aforesaid. In December, 1991 the Union wrote to the Controller expressing their apprehension about an alleged attempt by TATAs to have a back door entry into the core of this corporate entity. It was alleged that the premium amount of debenture issue was Rs. 15/- whereas the marker price was +/- Rs. 175/ -. The Government guidelines stipulated that employees be allotted 5% of the total issue. The complaint is that they received only 1. 4%. This is contrasted with the past conduct of the Company which had allotted 6. 95% in 1972, 6. 4% in 1979 and 5% in 1986. According to the Union, when confronted with correspondence, the Company had sought to justify the issue by linking it with M. O. U. The Union felt that the M. O. U. contains clauses detrimental to the interest of the Union. It is in that context that the Union sought a copy of it by letter dated January 17, 1992 and otherwise. Negotiations for getting a copy of the m. O. U. failed. The Union then filed Exhibit "c" complaint before the Industrial Court, Bombay as Complaint (ULP) 336 of 1992.

(2.) THE Union filed the complaint, under Section 26 read with Item 5 of Schedule II of the maharashtra Recognition of Trade Unions and Prevention of Unfair Labour Practices Act, 1971.

(3.) THE management opposed it (vide Exhibit "d" dated March 11, 1982 ). It passed the impugned order - Exhibit "e" dated April 2, 1992. Thereunder, the Industrial Court directed the Company to furnish to the Union a copy of the M. O. U. as also the full information regarding the proposed issue of convertible debentures and non-convertible debentures as required by the Union.