JUDGMENT : V. Ramaswami, J. By its order dated September 13, 1961 the Government of India, Ministry of Labour and Employment referred the industrial dispute between the employers in relation to the Martin's Light Railways, Calcutta and their workmen in the Headquarters Office for adjudication to Shri S.N. Guha Roy, Central Government Industrial Tribunal, Calcutta with regard to the following issues: (1) Whether the demand of workmen that they be treated as part of the Managing Agent's staff is justified; (2) If not, how far their demand for enhancement of pay scales, dearness allowance and the rate of puja Bonus is justified. 2. Martin Burn Ltd., Respondent 2 in Civil Appeal No. 292 of 1964 and Respondent 3 in Civil Appeal No. 293 of 1964 (hereinafter referred to as the "Managing Agents"), is a Public Limited Company having its head office at 12, Mission Row, Calcutta. The Shahdra (Delhi) Saharanpur Light Railway Co. Ltd., The Arrah Sasaram Light Railway Co. Ltd., The Futwah Islampur Light Railway Co. Ltd., The Howrah-Amta Light Railway Co. Ltd. and the Howrah Sheakhala Light Railway Co. Ltd., are five distinct and different Light Railway Companies. Martin Burn Ltd. were originally the Managing Agents of all these five Railway Companies, but after the recent amendments of the Companies Act, Martin Burn Ltd. continued to remain as "Managing Agents" of the Howrah Amta Light Railway Co. Ltd., and the Shahdara (Delhi) Saharanpur Light Railway Co. Ltd. and became the Secretaries and Treasurers of the remaining three Light Railway Companies. The five Railway Companies maintained a joint Head Office at 9, Mercantile Buildings, Lall Bazar Street, Calcutta and all expenses for the establishment of the joint Head Office were, at all material times, borne by the Railway Companies in an agreed proportion. The Railway Companies also met the expenses of the workmen employed at the joint Head Office. The terms and conditions of the workmen employed by the Railway Companies at the joint Head Office have been different from the terms and conditions of service of the workmen employed at the head office of the Managing Agents. The Railway Companies also met the expenses of the workmen employed at the joint Head Office. The terms and conditions of the workmen employed by the Railway Companies at the joint Head Office have been different from the terms and conditions of service of the workmen employed at the head office of the Managing Agents. The workmen employed at the Headquarters of the Railway Companies however claimed that they should be treated as part of the Managing Agents' staff and they should be paid salary and allowances on that basis and, in the alternative, they pressed for a proper fixation of pay scales and increase of dearness allowance and Puja bonus. The claim was resisted by the Managing Agents and also by the Railway Companies. By its award dated June 22, 1962 the Tribunal held that the workmen at the joint head office of the Railway Companies were the employees of the Railway Companies and not of the Managing Agents and further that the question was barred by the principle of res judicata. On the second issue the Tribunal observed that there was no jurisdiction for making a radical change in the existing scales of pay in the different grades, other than those of Clerks, Cash Counters and Cash Assistants. The Tribunal further held that the minimum pay wherever it was below Rs. 70 should be raised to Rs. 70 and, fixed the grades of Clerks, Cash Counters and Cash Assistants at Rs. 70-3-94-4-134. As regards non-clerical members of the subordinate staff, such as Ticket Counters, Literate Sorters and Daftries, Ticket Binders, Peons, Armed Guards, Durwans, Car-drivers etc. the following revised grades were fixed: Ticket Counter Rs. 50-2-80 Literate Sorter and Daftry Rs. 35-2-65 Ticket Binder Rs. 35-1-50 Peon Rs. 30-1-40-2-50 Armed Guard Rs. 40-1-50-2-60 Darwans Rs. 32-1-47 Car Drivers Rs. 60-3-90-2-100 Waterman and Sweeper Rs. 30-1-45 3. The dearness allowance of the staff drawing pay of Rs. 100 and below in the clerical grades was fixed at 135 per cent of the basic salary on the cost of living index 471 (base 1939: 100). The Tribunal further directed that for every rise of 10 points above 471, and every fall of 10 points below 471, the dearness allowance should rise or fall by 5 per cent But for members of the staff drawing above Rs. 100 no change was made in the existing system of dearness allowance. The Tribunal further directed that for every rise of 10 points above 471, and every fall of 10 points below 471, the dearness allowance should rise or fall by 5 per cent But for members of the staff drawing above Rs. 100 no change was made in the existing system of dearness allowance. For the non-clerical staff dearness allowance was fixed at 115 per cent of the basic salary, subject to a minimum of Rs. 40 and for every rise or fall of 10 points above and below 403 the dearness allowance was to rise or fall by 5 per cent With regard to bonus, the Tribunal held that the Union's claim for enhancement of bonus for the years 1960 and 1961 was not justified and that the bonus for 1960 should be at the rate of one month's basic pay as already declared and for 1961 also, it should be at the same rate. 4. Civil Appeal No. 292 of 1964 is brought by special leave on behalf of the workmen against this award. Civil Appeal No. 293 of 1964 has been brought by special leave on behalf of the Railway Companies against the same award. 5. In Civil Appeal No. 292 of 1964 learned counsel on behalf of the appellants put forward the argument that the workmen were really in the employment of the Managing Agents and not of the Railway Companies and they should be treated as the Managing Agents' staff. It was contended that the finding of the Tribunal on this issue was vitiated in law. We are unable to accept this argument as right. The question depends upon the proper interpretation of the two service agreements Ext 3 which was in force from 1941 to March 1954 and Ext 3(1) which came into effect from April 1, 1954. It was admitted on behalf of the Union that the members of the subordinate staff in the head office of the Railway Companies signed the old agreement as also the new agreement. The service agreement Ext 3 is in the following form: "Agreement of hiring and service made this ... day of 19 ... between ... son of ... of the one part, and the Managing Agents (acting by and through the General Manager of the System of Light Railways) of the other part. This agreement witness as follows, that is to say 1. day of 19 ... between ... son of ... of the one part, and the Managing Agents (acting by and through the General Manager of the System of Light Railways) of the other part. This agreement witness as follows, that is to say 1. In this agreement and for the purpose of every clause, part and provision thereof, the expression. (a) Railway servant' means the said ... and (b) Railway Administration' means the Managing Agents acting by and through the General Manager; of the System of Light Railways combined in the Administration named Martin's Light Railways and including the Railway Companies mentioned in Schedule hereto following. * * *" It is manifest that this agreement is expressed to be made by the employees not with the Managing Agents as such but with "Managing Agents acting by and through the General Manager of the system of Light Railways". In substance, therefore, the agreement is between the employees and the Railway Companies represented by the Managing Agents. The expression "Railway Servant" is not defined in the agreement itself but under Section 3(7) of the Indian Railways Act a "Railway Servant" means "any person employed by a railway administration in connection with the service of a railway". The expression "Railway Administration" is defined in the contract as meaning "Managing Agents acting by and through the General Manager of the System of Light Railways combined in the Administration named Martin's Light Railways and including the Railway Companies mentioned in the Schedule". The Schedule to the agreement mentions these Railway Companies: "The Howrah Amta Light Railway Company. The Howrah Sheakhala Light Railway Company. The Baraset Basirhat Light Railway Company. The Bukhtiarpur Bihar Light Railway Company. The Futwah Islampur Light Railway Company. The Arrah Sasaram Light Railway Company. The Shahdara (Delhi) Saharanpur Light Railway Co." According to Section 3(6) of the Indian Railways Act "Railway Administration" means "in the case of a railway administered by the Government, the manager of the railway and includes the Government, and, in the case of a railway administered by a railway company, the railway company;". In our opinion, the question as to who is the employer of the Railway Servant under the contract Ext 3 must be decided not only with reference to the language and import of the various clauses of the agreement but also in the context and background of the Indian Railways Act. In our opinion, the question as to who is the employer of the Railway Servant under the contract Ext 3 must be decided not only with reference to the language and import of the various clauses of the agreement but also in the context and background of the Indian Railways Act. It should also be noticed that there is a note to the agreement Ext 3 on p. 302 of the paper-book. This note incorporates Section 137(1) and Section 137(3) of the Indian Railways Act and Section 168 of the Indian Penal Code. Clause (5) of the agreement also stipulates that the railway servant will not carry on or be interested in any money-lending business or in any other business or trade of any kind whatsoever, either directly or indirectly, and if he does so he will render himself liable to dismissal and the forfeiture of all claims to bonus and the Railway Provident Fund. We are, therefore, of opinion that on proper construction of agreement Ext 3 the workmen employed at the Head Office were in the employment of the Railway Companies and not of the Managing Agents. This conclusion is further borne out by the circumstance that the pay and allowances of the workmen employed at the Head Office of the Railways were paid by all the Railways concerned each of which contributed a certain percentage of the cost. It is also in evidence that there are separate Unions of the railway employees at the Head Office and the employees of the Managing Agents. This position was admitted by Shri Biswanath Mitra Witness 2 for the Union and also by Witness 3 Shri S.K. Mukherjee. There were also separate awards for the employees of the Managing Agents and the railway servants employed in the Head Office. There is first of all, the Mercantile Award Ext I of 1949 between the Managing Agents and the Union of its employees. There is next the Jeejebhoi Award, Ext A(h) between the workmen employed by the Railway Companies and the employers represented by the General Managers of the Railway Companies. This award was pronounced in the year 1949. The first award was made on a reference by the State Government and the second on a reference by the Central Government. There is next the Jeejebhoi Award, Ext A(h) between the workmen employed by the Railway Companies and the employers represented by the General Managers of the Railway Companies. This award was pronounced in the year 1949. The first award was made on a reference by the State Government and the second on a reference by the Central Government. It appears from para 5 of the Das Gupta Award that neither the workmen of the Managing Agents nor the workmen of the Railway Companies claimed that the Railway Head Office staff should be treated as part of the Managing Agents' staff. The Das Gupta Award was given in a reference of an industrial dispute between the Railway Companies and the workmen of the headquarters office of the Railway Companies. It is also in evidence that the pay rolls of the Railway establishment at the headquarters office were kept separately from the pay rolls maintained for the headquarters establishment of the Managing Agents. There were also separate provident fund accounts for the headquarters staff of the Railway Companies and for the headquarters establishment of the Managing Agents. There is evidence that there was no system of gratuity for the employees of the Managing Agents but there was a system of gratuity for the employees of the Railway Companies. As we have already stated, the cost of the head office establishment of the Railway Companies was met not by the Managing Agents but by the Railway Companies in a certain fixed proportion. The legal position subsisting between the Railway Companies and the workmen is further clarified by the new service agreement Ext 3(1) which was introduced with effect from April 1, 1954. According to this agreement the parties are the particular employee concerned and the Railway Companies and the signatories to the agreement are the particular employee and the Railway Companies through their General Manager and constituted attorney. In view of these considerations we are of opinion that the Tribunal has correctly decided that the workmen cannot be treated as part of the Managing Agents' staff and Mr Sen Gupta appearing on behalf of the appellants has been unable to make good his submission on this aspect of the case. 6. With regard to the second issue Mr Sen Gupta submitted that the Tribunal ought to have granted the Bengal Chamber of Commerce dearness allowance for all categories of workmen. 6. With regard to the second issue Mr Sen Gupta submitted that the Tribunal ought to have granted the Bengal Chamber of Commerce dearness allowance for all categories of workmen. It was also argued that the "Section Heads" correspond to the third category of the Clerks from the top and they should have been granted the third category Clerks grade of the Managing Agents. It was pointed out that the Tribunal has failed to consider the case of the Draftsmen at all. It was urged that the Tribunal ought to have held that 2½ months' pay should have been granted as Puja bonus. We do not, however, propose to examine the arguments addressed on behalf of the appellants on this aspect of the case. We desire to emphasise that this Court does not sit as a regular court of appeal over Industrial Tribunals and does not ordinarily subject the evidence given on behalf of the parties before the Tribunals to a fresh review unless it is shown that exceptional or special circumstances exist, or that substantial and grave injustice has been done. In our opinion, no such circumstances exist in the present case and the arguments advanced on behalf of the appellants on this issue must be rejected. 7. In Civil Appeal No. 293 of 1964 it was contended on behalf of the Railway Companies that the grades of pay and dearness allowance fixed by the Tribunal were arbitrary and irrational and in making the award the Tribunal did not appreciate the history of and the reasons for the difference in the pay scales and dearness allowance between the workmen of the Railway Companies and of the workmen employed by the Managing Agents. In our opinion, there is no substance in this argument and the finding of the Tribunal with regard to the second issue is not demonstrated to be in any way defective in law. 8. We accordingly dismiss Civil Appeals Nos. 292 and 293 of 1964. There will be no order as to costs for both these appeals.