Judgment :- 1. A limited liability company by name the Cochin Mahalakshmi Cotton Mills, Ltd. was started in 1947 for the manufacture of textiles; and the provisions of the Employees' Provident Funds Act and the Scheme framed thereunder were made applicable to the establishment. In 1957 the company was directed to be wound up by the High Court, Even after the winding up order the Mills continued to work; and the High Court directed the Official Liquidator to advertise for the sale of the Mills as a going concern. Consequently, the Mills were sold in public auction and were purchased by the petitioner on 15th October 1960. The sale was confirmed on 18th October; and the sale deed, Ex. P1, was executed by the Official Liquidator on 17th November 1960 in favour of the petitioner. The establishment stopped work on the next day (18th November 1960); and it restarted on 14th December 1960 as a partnership styled the Cochin Lakshmi Mills with the petitioner as one of the partners. The first respondent, the Regional Provident Fund Commissioner, claims that the partnership is only the same old establishment and therefore, the petitioner is liable for contributions to the Provident Fund. On the other hand, the petitioner claims that the Cochin Lakshmi Mills are a new establishment started only on 14th December 1960, and that the same is therefore entitled to protection under S.16(1) (b) of the Act. The question for consideration is whether the Cochin Lakshmi Mills are a new establishment or the same old establishment as the Cochin Mahalakshmi Cotton Mills, Ltd. in the hands of new owners. 2. Several decisions have been cited before us including the two unreported decisions of the Madras High Court in K.R. Sadanandam Power Loom Factory v. The Regional Provident Fund Commissioner, Madras (Writ Petition No. 840 of 1959) and V.V. Subramania Iyer v. The Regional Provident Fund Commissioner, Madras (Writ Petition No. 1333 of 1961). We do not think there is any difficulty regarding the principles to be followed in this case. The question is when the establishment was set up: whether in 1947 when the Cochin Mahalakshmi Cotton Mills were established and the same establishment continued even after the sale or whether on 14th December 1960 when the Cochin Lakshmi Mills started working after the purchase by the petitioner from the Official Liquidator. The question is when the establishment was set up: whether in 1947 when the Cochin Mahalakshmi Cotton Mills were established and the same establishment continued even after the sale or whether on 14th December 1960 when the Cochin Lakshmi Mills started working after the purchase by the petitioner from the Official Liquidator. On this question, we do not think there in any divergence of opinion in the several decisions cited. The question is one which has to be decided on the facts and circumstances of each case. The change of ownership of an establishment is not the end of one establishment and the commencement of another. It may at the most be only one of the factors to be considered in coming to a decision as to whether one establishment was closed and a new establishment has been set up. All facts and circumstances have to be taken into consideration before a conclusion is arrived at. 3. But, reliance is placed by the learned counsel of the petitioner on one or two observations of Veeraswamy, J. in one of the unreported decisions of the Madras High Court, K.R. Sadanandam Power Loom Factory v. The Regional Provident Fund Commissioner, Madras, to the effect that the question as to when an establishment has been set up has to be decided "in the context of the employer", because he is made liable for contribution in relation to the establishment. From this the counsel argues that in the case before us, since the original limited liability company was wound up and the present partnership concern was started only about a month later, the question whether the partnership is a new establishment has to be decided "in the context of the employer". On the other hand, the learned Government Pleader argues that the question has to be considered bearing in mind that the Employees' Provident Funds Act is a beneficial piece of legislation intended to benefit the workers; and that the question has therefore to be decided so as to confer benefits on the workers. 4. We are of opinion that both these are extreme contentions. Of course, Veeraswamy, J. has stated in the Madras decision that the question has to be decided "in the context of the employer, who is made liable for contribution" in relation to the establishment. 4. We are of opinion that both these are extreme contentions. Of course, Veeraswamy, J. has stated in the Madras decision that the question has to be decided "in the context of the employer, who is made liable for contribution" in relation to the establishment. With due respect to the learned judge, we do not think we can accept this view. The question, in our opinion, is one of fact depending upon all the circumstances of each case; and the change of ownership cannot by itself indicate that one establishment has been closed and a new one has been set up. Similarly, if it is possible to send away all the workers of an establishment overnight and to recruit new hands and that is also done, still, that will not show that the old establishment is closed and a new establishment is set up. Both these factors may have also to be considered along with all the other facts and circumstances of the case. 5. We are also of opinion that the stand taken by the learned Government Pleader that in interpreting a provision like this in a welfare legislation the court should always interpret the provisions so as to benefit the workers is again untenable. The question must be decided without attaching undue weight to either of these positions, namely, "the context of the employer" or the "welfare" nature of the legislation. The protection in S.16(1)(b) is intended to benefit nascent establishments; and therefore the question is whether the original establishment died and the present establishment is a new-born one. The beneficent rule of construction can come in, as laid down by the Supreme Court in Alembic Chemical Works Co. Ltd. v. The Workmen (AIR. 1961 SC. 647), only if a provision is capable of two constructions. If by considering all the circumstances and facts of a case a conclusion either way can be reached, then the decision should be taken without reference to the "context of the employer" or the "welfare" nature of the legislation. Ltd. v. The Workmen (AIR. 1961 SC. 647), only if a provision is capable of two constructions. If by considering all the circumstances and facts of a case a conclusion either way can be reached, then the decision should be taken without reference to the "context of the employer" or the "welfare" nature of the legislation. If, on the other hand, the circumstances and facts are so equally weighted that it is not possible to readily come to a conclusion either way, in such a case the beneficent rule of construction laid down by the Supreme Court should be adopted and it must be held that the establishment in question is a continuation of the original establishment so as to benefit the workers. 6. Now we shall come to the facts and circumstances of the case before us. Though the company was directed to be wound up as early as 1957, the Mills continued to work. Again, what the High Court directed the Official Liquidator was to advertise for the sale of the Mills as a running concern (going concern) and that was what the Official Liquidator did. Even when the sale was made and it was confirmed by the High Court, the Mills were working. The sale deed, Ex. P1, was executed on 17th November 1960, when the Mills were still working. The Mills stopped work only the next day, 18th November 1960, that is, after title to the Mills passed to the purchaser. The sale deed also recites that the Mills were sold as a "running concern". The only circumstances that can be relied on by the petitioner are that there was a winding up order and a winding up of the Cochin Mahalakshmi Cotton Mills; and that notices were issued to the workers of the company regarding the payment of their provident funds. Both these circumstances are not of much consequence in the light of the other circumstances already pointed out by us. Within a month of the closure, the establishment started work again, manufacturing the same produce, textiles, with the same machinery, in the same premises, with a good proportion of the old workers though under new terms. Both these circumstances are not of much consequence in the light of the other circumstances already pointed out by us. Within a month of the closure, the establishment started work again, manufacturing the same produce, textiles, with the same machinery, in the same premises, with a good proportion of the old workers though under new terms. Considering all the facts and circumstances of the case, it appears to be fairly clear that the Cochin Lakshmi Mills are only the same establishment as the Cochin Mahalakshmi Cotton Mills, Ltd. with a new name and under a new management restarting work after a temporary closure. 7. The writ petition consequently fails and is dismissed with costs. Dismissed.