Das, C. J. - (1.) These are appeals by special leave filed by Crompton Parkinson (Works) Private Ltd. (hereinafter referred to as the company) against that part of the award made in References (IT) Nos. 109 and 147 of 1956 by the Industrial Tribunal, Bombay on 8-1-l957 which concerns the demand of its workmen for bonus for the company's financial year 1954-55. That award was published in the Bombay Government Gazette of 17-1-l957 in Part IL at pages 351-364.
(2.) The material facts and circumstances leading up to the said award, as they appear from the evidence placed on record before the Tribunal, may shortly be stated as follows:The company was incorporated in India in the year 1987. The registered office of the company is at Bombay. The authorised capital of the company is Rs. 75 lacs divided into 75,000 ordinary shares of the value of Rs. 100 each. Out of the authorised capital, shares of the value of Rs.60 lacs have been issued, subscribed and fully paid. At its inception the company was 100 per cent, subsidiary of the well-known British company named Crompton Parkinson Ltd. (hereinafter called the Parent company). In 1937 the company commenced its business which was and is to manufacture electrical equipment such as transformers, motors, fans, starters anti switch gears and to sell the same in the market. All the goods, which the company manufactures, are manufactured wholly in accordance with patterns, designs, specifications and technical processes developed by and belonging to the Parent company which the latter makes available to the company. The company's products are sold under the trade names and marks belonging to the Parent company, namely, "Crompton Parkinson", "Crompton", "Parkinson" and "C. P.". Between 1937 and 1947 the company's business is said to have been in a stage of development and progress and it is admitted that the Parent company made no charge for the several services and facilities given by it to the company. In the year 1947, after the company's business had been established on a firm footing, an agreement was concluded between the two companies in order to provide, on a long term basis, for the continuance of the technical assistance and service and other facilities afforded by the Parent company on which the company was wholly dependent. That agreement, which is said to be of a type commonly executed between the manufacturing and industrial concerns in India and their respective associates, parents or affiliates abroad and generally known as "Technical Aid Agreements" is said to have received the approval of the Government of India to promote the industrial development of the country. That agreement was actually executed on 12-8-1947 and provided that for a period of 20 years the Parent company would render to the company various facilities and services, including, amongst others, the following; "(i) the use of the latest designs, manufacturing information and production methods discovered and developed by Crompton Parkinson Ltd. ; (ii) the fullest information and advice as to the most suitable machine tools and production machinery and equipment and as to the correct operation and use thereof; (iii) the supply at cost of machinery, equipment, raw materials and manufacturing parts. Under this facility the appellants obtain the benefit of bulk purchase terms under which Crompton Parkinson Ltd. purchase their raw materials; (iv) the benefit of the knowledge and experience of Crompton Parkinson Ltd.'s executive in all matters relating to technical, mechanical and financial management; (v) the service of the Crompton Parkinson. Ltd.'s experts and technical personnel; (vi) facilities for training of selected employees of the petitioners in Crompton Parkinson Ltd.'s Works, and (vii) licence to use on the appellants' products the world-famous trademarks, "Crompton Parkinson", " Crompton", "Parkinson" and "C. P." belonging to Crompton Parkinson Limited." In lieu of all royalties, licence fees and other considerations usually allowed for services and facilities of this kind, the company agreed to pay to the Parent company service fee calculated at the rate of 5 per cent. of the net value of the sales made by the company from year to year. For the year 1954-55 the company had actually paid the amount of service fee and the same, after deducting the Indian Income-tax, had been remitted to the Parent company. Shortly after the execution of the aforesaid agreement, 26 per cent. of shares of the company were acquired by M/s. Greaves Cotton Co. Ltd., which is an Indian Company and the Company ceased to be a l00 per cent. subsidiary of the Parent company. It is said that when negotiations for the aforesaid agreement were going on negotiations were also in progress for the transfer of shares to the Indian company and that the latter was apprised of the terms of the proposed agreement and approved of the terms of payment of 5 per cent. of the net value of sales.
(3.) On 25-8-1955 the General Engineering Employees Union representing the workmen who are respondents Nos. 1 and 2 submitted certain demands to the company. No agreement having been arrived at, the matter was referred to the Conciliation Officer. As no settlement was arrived at as a result of the conciliation proceedings, the Conciliation Officer submitted his report to the Government of Bombay under sub-s. 4 of S. 12 of the Industrial Disputes Act, 1947. The Government of Bombay, after considering the said report and in exercise of the powers conferred on it by sub-s. 5 of S. 12 of the Industrial Disputes Act, 1947, made an order on 6-8-1956 referring the disputes between the company and its workmen (other than those of the Watch and Ward staff) over their demands mentioned in the schedule to that order for adjudication to the Tribunal from whose award the present appeals have been filed. This reference was marked as (IT) No. 109 of 1956. By another order made on l0-l0-1956, the Government of Bombay referred the disputes between the company and its workmen belonging to the Watch and Ward staff over the latter's demands mentioned in the schedule to that order for adjudication to the same Tribunal. That reference was marked as (IT) No. 147 of 1956.;