C. K. THAKKAR, J. ( 1 ) BOTH these Company Petitions are filed under Section 391 read with Section 394 of the Companies Act 1956 for obtaining sanction of the Court to a Scheme of Amalgamation of Gujarat Nylons Ltd. Surat (hereinafter referred to as GNL) with Gujarat State Fertilizers Company Limited Baroda (hereinafter referred to as GSFC and for other consequential directions. ( 2 ) APPLYING well established principles of law discussed hereinabove and taking into account the facts and circumstances of the case the Company petitions are required to be allowed by the petitioners. However an objection is raised on behalf of the Gujarat Nylons Employees Union (Union of the Transferor Company) Affidavit-in-reply is filed by Shri H. B. Vasia Secretary of the Union of the Transferor Company opposing the amalgamation of the Transferer Company with the Transferee Company and in particular objection was raised against clause 12 of the Amalgamation Scheme which reads as under: (13) On the scheme being effective all employees of the transferer Company shall be deemed to have become employees of the transferee Company with effect from appointed date without breaking their services and they shall continue to be governed by the terms and conditions of their employment with the transferor Company. (Emphasis supplied) ( 3 ) I have heard Mr. K. S. Zaveri the learned Counsel appearing on behalf of the Union and he has raised the following contentions:1 Mr. Zaveri contended that before an action of the proposed amalgamation a meeting of the workers of the transferor Company must be held and they have right to object against the proposed amalgamation. Since the meeting is not held all actions taken by the company can be said to be illegal and contrary to law and they are required to be quashed. 2 Mr. Zaveri further contended that the Union has locus standi when the proceeding of amalgamation are pending in this Court and the Union can object against the granting of sanction of amalgamation by the court. 3 Mr. Zaveri also contended that if the employee of the tramsferor Company are deemed to be employees of the transferee Company with effect from the appointed day they cannot be governed by the terms and conditions of the company which is not in existence. 4 Mr. 3 Mr. Zaveri also contended that if the employee of the tramsferor Company are deemed to be employees of the transferee Company with effect from the appointed day they cannot be governed by the terms and conditions of the company which is not in existence. 4 Mr. Zaveri has further contended that as soon as the amalgamation will take place with effect from the appointed day in view of the provision made in clause 12 of the Scheme they are required to be treated as employee of the Transferee Company. If that is the petition it is not only absurd but arbitrary irrational and unreasonable that there will be two classes of employees and two sets of rules and regulations for the purpose of granting benefits in favour of the workers who can be said to be similarly situated. Such an action would prejudicially and adversely affect the interest of the workers of the Transferor Company and this Court should not grant sanction to such a scheme. 5 Mr. Zaveri therefore submitted that clause 12 of the Amalgamation Scheme is self-contradictory and is required to be suitably modified by making a provision that employees of the Transferor Company may not be governed by the terms and conditions of the transferor company but must be treated on par with the workmen of the Transferee Company with effect from granting of sanction to the amalgamation scheme and all benefits which are available to the workers of the transferee company must ipso facto be extended to the workmen of the transferor company. ( 4 ) AN affidavit-in-reply is filed by the Company Secretary inter alia contending that the points raised in the affidavit-in-reply of the Secretary of the Transferor Company are not well founded. It is contended that the application was filed at the belated stage with sole motive of prolonging the proceedings before the court. On merits it was submitted that no condition adverse to the employees of the transferor company is being imposed nor their pay scales are being adversely affected or any action is taken contrary to their interests and therefore they have no right to object the amalgamation. It was further contended that one company may have different undertaking at different places and the conditions of service of those employees may be different. It was further contended that one company may have different undertaking at different places and the conditions of service of those employees may be different. It is stated that in fact the petitioner company has various units and pay scales of the workmen of those units are not similar. Classification based on geographical situation nature of work etc. can be said to be valid and rational classification and is not hit by any constitutional provision or statutary law. It is submitted that only with a view to protect pay scales and other conditions of service of the employees of the transferor company that clause 12 has been added in the amalgamation scheme which is in the interest of the employees of the transferor company. The principle of equal pay for equal work cannot be pressed into service and the workers of the transferor company are entitled to the pay scales and other benefits which they would be getting from GNL and if by proposed scheme the pay scales and other benefits are not taken away or curtailed they have no right to make any grievance. ( 5 ) I have heard Mr. K. S. Zaveri the learned Counsel appearing for the employees of the transferor Company at length. However I do not find any substance in any of the contentions raised by him. In my opinion conjoint reading of Sections 391 and 394 of the Act make it amply clear that the workmen of the Transferor company have no legal or statutory right of holding meeting and to express their opinion on the question of amalgamation. There is no statutory provision to that effect. No judjment has been shown to me wherein such a view has been taken by the court that a meeting of the workmen is a condition precedent in the proceeding of amalgamation of scheme under Section 394 of the Act. ( 6 ) MR. Zaveri drew my attention to the case of the National Textile Workers Union v. Ramkrishnan reported in AIR 1983 SC p. 75. In that case a petition for winding up was filed in the Company Court. The workers of that company applied to the court to implead them as respondents to the winding up petition contending that they were interested parties and their interest would be prejudicially and adversely affected. In that case a petition for winding up was filed in the Company Court. The workers of that company applied to the court to implead them as respondents to the winding up petition contending that they were interested parties and their interest would be prejudicially and adversely affected. The High Court dismissed the petition holding that the workmen had no locus standi to file application in winding up proceedings. The workers approached the Supreme Court. The Supreme Court by majority of 3 : 2 allowed the appeal holding that the workers had locus standi to raise objection in winding up proceedings. Bhagwati J. (as he then was) observed:it may be that th the workers have no right to present a winding up petition against the company but if a winding up petition is properly filed by any of the persons entitled to do so under Section 439 they may still be entitled to appear and be heard in support of or opposition to the winding up petition. That would depend upon whether interest is likely to be affected by any order which may be made on the winding up petition. (Emphasis supplied)HIS Lordship further observed:it would indeed be strange that the workers who have contributed to the building of the enterprise as a centre of economic power should have no right to be heard when it is sought to demolish that centre of economic power. According to His Lordship:if the interest of the workers has to be taken into account the workers must have a say because they know best where their interest lies and they must have an opportunity of placing before the Court relevant material bearing upon their interest. ( 7 ) APPLYING the principles of natural justice in their widest amplitude the court held that the workers have a locus to appear and be heard in the winding up petition both before the winding up petition is admitted and an order for advertisement is made as also after the admission and advertisement of the winding up petition until an order is made for winding up the company. If a winding up order is made and the workers are aggrieved by it they would also be entitled to prefer an appeal contending that no winding up order could have been passed by the Company Judge. If a winding up order is made and the workers are aggrieved by it they would also be entitled to prefer an appeal contending that no winding up order could have been passed by the Company Judge. ( 8 ) IN my opinion however the said judgment is not helpful to Mr. Zaveri since it cannot apply to the facts of the case on hand. As stated by me earlier the statute does not empower or authorise the employees to object amalgamation. It also does not provide that workmen must be a party to the amalgamation proceedings. It is on the basis of the extended principles of natural justice that in certain circumstances courts have interpreted certain provisions granting locus to a class of persons who are likely to be adversely affected thereby. Again in my view Mr. Raval appears to be right when he submits that at the most from the observations made in Mr. P. R. Ramkrishnans case (supra) it can be said that even the workmen of the Transferor company have locus to express their view in this Court when the proceedings under Sections 391 and 394 are pending. He has submitted that in the instant case that has been done. They have appeared through their Counsel and they are heard by this Court and the transferee Company had not taken any objection against the locus standi of the employees of the transferor Company. It is however not necessary that a meeting of the workers is a condition precedent before a scheme of amalgamation is submitted and that if such a meeting is not held the petition of amalgamation is not maintainable at law. Mr. Raval also appears to be right in submitting that when this Court has in fact heard the objections raised on behalf of the workmen of the transferor Company the principles of natural justice have been complied with. ( 9 ) MR. Zaveri then contended that without the consent of the workmen of the transferor Company their services are sought to be transferred to some other company. According to him more of less the workmen of the transferor Company are treated as bounded labourers or slaves that without their consent or even without consultation they are sought to be transferred from one employer to another which cannot be done. The said action is illegal unlawful and violative of fundamental right of the workmen. According to him more of less the workmen of the transferor Company are treated as bounded labourers or slaves that without their consent or even without consultation they are sought to be transferred from one employer to another which cannot be done. The said action is illegal unlawful and violative of fundamental right of the workmen. ( 10 ) IN this connection he placed heavy reliance on a judgment of the House of Lords in the case of Nokes v. Doncaster Amalgamated Collieries Ltd. ; reported in 11 Company Cases p. 83. He has also referred to a number of other decisions including the case decided by the Supreme Court in Jawaharlal Naheru University v. K. S. Jawatkar reported in AIR 1989 SC p. 1577. In all the cases which he has referred it was held that if an order transferring the properties of one company to some other company is made it would not automatically follow that even the workmen or employees who were working with or employed by one company will also be transferred to the other company. In my opinion however the ratio laid down in those cases will not be applicable to the fact of the present case. In the instant case the employees of the transferor Company are not bound to serve the transferee Company. Mr. Raval learned Counsel for the petitioner has made a specific statement that if any of the workmen of the transferor Company is not ready and willing to serve the transferee company he will not be compelled to serve the transferee company. The above principle can be applied only where there is a compulsion on workers of one employer to serve with the other employer. But if the workmen is granted option either to serve or not to serve with the transferee Company in my opinion no objection can be taken against such action and therefore the contention requires to be rejected. ( 11 ) ALMOST an identical question arose in the case of Jeshtamini Gulabrai Dholakia v. Scindia Steam Navigation Co. reported in 1961 SC p. 627. ( 11 ) ALMOST an identical question arose in the case of Jeshtamini Gulabrai Dholakia v. Scindia Steam Navigation Co. reported in 1961 SC p. 627. In that case under the provisions of Section 20 of the Air Corporations Act 1953 an order of transfer of contract of services of empolyees of the existing company to the corporation was passed and an option was granted to any officer or other employees who did not want to join the services of the Corporation to get out of service by giving notice in writing to the Corporation before the prescribed date. The Supreme Court held that if the employees of the existing company fail to exercise option given to them under the proviso to Section 20 (1) of the Act they would be governed by provisions of Section 20 (1) of the said Act thereby becoming employees of the new company. I am in respectful agreement with the view expressed by the Supreme Court in Jeshtamimis case (supra ). The underlying object of such a provision is that no one can compel an employee to serve with a particular employer against his wish. Therefore it may happen that though particular employee may be willing to serve the transferor Company i. e. GNL but he may not be willing to serve the transferee Company i. e. GSFC. But such an objection can only be raised if such employee or a class of employees of the transferor Company are compelled to work with the transferee Company. If they are not compelled to join the transferee Company in my opinion they cannot have any grievance on the scores that such an action was taken or an order was passed behind their back or without their consent since even after the action or order they are at liberty not to join the transferee Company. ( 12 ) MR. Zaveri drew my attention to the case of S. K. Gupta v. K. P. Jain reported in AIR 1979 SC p. 734 In that case while interpreting the provisions of Section 392 of the Act the court observed that for the purpose of making an application under the said Section it was not necessary that the applicant must be a Member or Creditor of the company. If the compromise or arrangement made by the High Court under Section 391 of the Act could not work satisfactorily any person interested in the affairs of the company could move the court under Section 392 (2) of the Act. Obviously the said judgment cannot apply in the facts and circumstances of the present case. ( 13 ) MR. Raval on the other had placed reliance on the same judgment and submitted that in the opinion of the Supreme Court strictly speaking omission of the original sponsor and substituting another one would also not change the basic fabric of the Scheme. In these circumstances according to Mr. Raval the contention of Mr. Zaveri is ill-founded. However since no such situation has arisen in the instant case it is not necessary to express any opinion on that aspect. ( 14 ) MR. Zaveri further contended that if there is amalgamation of transferor Company with the Transferee Company and if the workmen of the transferor Company are deemed to be workers of the transferee Company with effect from a particular date all the workmen can be said to be only of one company i. e. transferee Company from that date. They cannot therefore be treated unequally and there should not be any discrimination between the workers similarly situated. Mr. Raval on the other hand has submitted that this is not a question which can be agitated dealt with or decided in the present proceedings by the company court. In amalgamation proceedings interests of the workmen are required to be protected at the time of amalgamation as held by Division Bench of this Court in Jitendra Sukhadia v. Alembic Chemical Works Co. reported in 64 Company Cases 206. He also submitted that the classification can always be made on the basis of geographical situation of the Unit educational qualifications of the workmen nature of work to be performed by the employees and the like. The Company Judge in the exercise of powers under Sections 391 and 394 of the Act is not concerned with all these matters. It is always open to the workers of the Company if they feel aggrieved by any action of the Company to raise a demand dispute or claim in an appropriate proceeding. On the ground of potential liability sanction cannot be refused. In this connection Mr. It is always open to the workers of the Company if they feel aggrieved by any action of the Company to raise a demand dispute or claim in an appropriate proceeding. On the ground of potential liability sanction cannot be refused. In this connection Mr. Raval drew my attention to the decision of the Supreme Court in the case of Union of India v. Alembic Sarabhai Enterprise reported in 55 Company Cases 623 and of the Karnataka High Court in the case of Mysore Electrical Works Ltd. v. I. T. O. Bangalore reported in 52 Comapny Cases 32. In the latter case it was specifically held by the High Court of Karnataka that the direction by the Company Court cannot relate to matters outside the scheme and obviously it is so. When the Company Court exercises jurisdiction under the Act it has to decide the matter in accordance with the provisions of that Act. It is neither deciding any question nor expressing any opinion on the points which do not strictly fall within the perview of the Scheme of amalgamation. Therefore if the employees of the transferee Company feel aggrieved in connection with payment of wages or other conditions of service it is always open to them to approach an appropriate forum in accordance with law and all those questions will be decided in those proceedings. Granting of sanction of amalgamation of companies by this court would not come in the way of workmen while deciding the question which may be raised in those proceedings. Even though this legal position is abundantly clear Mr. Raval stated that if the employees of the transferee company feel aggrieved they can approach an appropriate forum if so advised and those proceedings will be disposed of in accordance with law by appropriate authorities under the relevant statutes. ( 15 ) IN my opinion therefore none of the contention raised by Zaveri requires to be accepted or upheld. I therefore reject all those contentions. (ISS) Order accordingly. .