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TMI Blog1961 (9) TMI 101X X X X Extracts X X X X X X X X Extracts X X X X ..... appointed by the Central Government. For this reason it is argued that the 1st Respondent being the Conciliation Officer appointed by the State of Maharashtra, has no jurisdiction to act as Conciliation Officer in respect of disputes which have arisen between the Mazagaon Dock Limited and its workmen. 3. The above question has arisen under the fallowing circumstances: On 26th February 1934 Mazagaon Dock Limited was incorporated as a public limited company under the Indian Companies Act. As from December 10, 1957, the Mazagaon Dock Limited was converted into a private limited company. From 1957 the whole of the share capital of the Mazagaon Dock Limited [hereinafter referred to as 'the Company') was owned by two Commercial corporations of the names of P. and 0. Orient Lines and British India Steam Navigation Company. In or about May 1960 me Union of India and/or the Central Government purchased the whole of the share capital of the Company from the above two corporations and owns the whole of the share capital of the Company. As a result of the Union of India purchasing the whole share capital, Articles of Association of the Company were altered in a large way and I will ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by or under the authority of the Central Government , whilst the Respondents' contention is that it is not such an industry. 6. In connection with the true construction of the provisions in the definition clause as quoted above, it is first relevant to notice that there is reference to controlled industry in the above definition. The controlled industry is required to be specified in a notification by the Central Government. Reference as above made to controlled industry is patently in contrast with industry carried on by or under the authority of the Central Government . The above distinction is helpful in arriving at the true intention of the Legislature in using the phrase industry carried on by or under . In spite of complete governmental control an industry may not be one carried on by or under the authority of the Central Government. The real question is as to the true meaning of the words carried on by or under the authority of as contained in the above Section. 7. Mr. Sule for the Petitioners contends that because the Union of India and/or the Central Government is the owner of the whole share capital of the Company, it is abundantly clear that the Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Company is exercised by reason of the provisions in the constitution of the Company, viz. Memorandum of Association and Articles of Association of the Company. The provisions of the Indian Companies Act would continue to apply to the business and affairs of the Company. The contracts to be made by the Company will have to comply with the provisions of the Companies Act as well as the constitution of the Company. In theory it is quite possible that creditors of the Company would be entitled to initiate liquidation proceedings in respect of the Company in the event of the failure of the Company to make payments due to the creditors and in any other relevant contingencies mentioned in the Companies Act. In any event if the Company ceases to carry on business, I nave no doubt that under the provisions of the Companies Act the affairs of the Company would have to be wound up. The profits of the Company would be receivable by the sole shareholder only as dividends. It appears to me that in spite of the ownership of the shares being vested in the Central Government the Company has independent existence in law. The Company also carries on its business according, to the constitution a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ious reason to support the above finding is that these corporations are independent legal entities and run the industries for their own purposes. Even when the Central Government controls these corporations, their industries are worked under the authority of their own constitutions or charters. 10. In this connection, Mr. Setalvad for the Respondents has relied upon the case of Tamlin v. Hannaford, (1950) 1 K B 18. The question in that case was as to whether the British Transport Commission was a crown department or its properly crown property and the Rent Act therefore did not apply to the properties of the commission. In that connection, what is mentioned in the head-note runs as follows : The only fact which, it could be suggested, made the commission a servant or agent of the Crown was the control over it exercised by the Minister of Transport; but there was ample authority for saying that such control was insufficient for the purpose. . . . . . . . . When Parliament intends that a new corporation should act on behalf of the Crown, it, as a rule, so states in the statute constituting the corporation. In the absence of any such provision, the proper inferen ..... X X X X Extracts X X X X X X X X Extracts X X X X
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