Judgment : The three petitioners in Crl.R.C. No.145 of 1996 who are A-1, A-12, A-19 in C.C. No.3025 of 1994 on the file of the II Metropolitan Magistrate, Madras, have come forward with the above revision to challenge the propriety and legality of the impugned order passed by the learned Magistrate in Crl.M.P. No.3713 of 1995, dated 19.2.1996, declining to discharge them from the above case. 2. Petitioner in Crl.R.C. No. 146 of 1996 who is the 27th accused in the above case, has filed the above revision challenging the propriety and legality of the impugned order passed by the learned Magistrate in Crl.M.P. No.3714 of 1995 dated 19.2.1996, declining to discharge him from the above case. 3. Petitioner in Crl.R.C. Nos.182 of 1996,183 of 1996 and 184 of 1996 is the first prosecution witness in the above case pending before the learned II Metropolitan Magistrate, Madras, in C.C. No.3025 of 1994, challenges the order of discharge made by the learned Magistrate, discharging A-2 to A-4, A-6 to A-11, A-13 to A-18, A-20 to A-26 passed in Crl.M.P. Nos.3715, 3716 and 3717 of 1995 all dated 19.2.1996. The respondents in Crl.R.C. Nos.182, 183 and 184 of 1996 are the discharged accused and the Government of Tamil Nadu represented by the Inspector of Labour, II Circle, Madras. In Crl.R.C. Nos.45 and 146 of 1996, the respondent is the Government of Tamil Nadu represented by the Inspector of Labour, II Circle, Madras. 4. As the impugned orders passed by the learned Magistrate in all the five petitions were on 19.2.1996, between the same parties, involving the same question of law to be decided on similar and identical facts and on almost identical orders, all the petitioners were heard together and disposed of by this common order. 5. When the Criminal Revision Petition Nos.182,183 and 184 of 1996 came up for admission, on ordering the notice of motion, respondents have entered appearance through their counsel and common arguments were advanced on their behalf. 6. 5. When the Criminal Revision Petition Nos.182,183 and 184 of 1996 came up for admission, on ordering the notice of motion, respondents have entered appearance through their counsel and common arguments were advanced on their behalf. 6. The Kothari Group Employees Union Madras, has complained in their letter dated 26.3.1994 that the Management of H.C. Kothari Group of Companies by their circular dated 15.3.1994 has stated that they have decided not to have any direct negotiations with representatives of the union when they are led by the General Secretary, Thiru G. Velayudhan, a writ petition W.P. No.5242 of 1994 was filed in this High Court for the issuance of a writ of mandamus, not to give effect to the said circular and this Court on the writ jurisdiction, by its order dated 7.4.1994 has directed the Secretary to Government, Labour and Employment Department, Madras, to take a decision with regard to the circular dated 15.3.1994 of the management and the complaint dated 26.3.1994 of the Union on or before 22.4.1994. It appears that the Secretary to Government, Labour and Employment Department, Madras, after having given full opportunities to both parties to represent their case, considered their representation on 15.4.1994 and that as a result of which, the Government has come to the conclusion that the refusal to hold bilateral talks with the General Secretary of the said union constitutes an unfair Labour practice as per Sl.No.15 under Part I of V Schedule of the Industrial Disputes Act, which is a violation of Sec.25 T punishable under Sec.25-U of the Industrial Disputes Act, 1947. After getting the necessary sanction to prosecute the management of H.C. Kothari Group of Companies in G.O. (D) No.320, Labour and Employment Department, dated 19.4.1994 the Inspector of Labour II Circle, Madras, has filed a complaint before the learned II Metropolitan Magistrate, Egmore, Madras, for the above said offence against H.C. Kothari Group of Companies, consisting of (1) M/s.Kothari Sugars & Chemicals Ltd., (2) The Madras Safe Deposit Co. Ltd., (3) The Investment Trust of India Ltd. The complaint filed against 27 persons named therein was taken on file in C.C. No.3025 of 1994 by the learned II Metropolitan Magistrate, Madras and process were issued. Ltd., (3) The Investment Trust of India Ltd. The complaint filed against 27 persons named therein was taken on file in C.C. No.3025 of 1994 by the learned II Metropolitan Magistrate, Madras and process were issued. On their appearance, A-l, A-12 and A-19 represented by Mr.B.H. Kothari, the petitioner in Crl.R.C. No.145 of 1996, filed Crl.M.P. No.3713 of 1995 before the learned Magistrate, praying for his discharge on the ground that he has not committed any offence and that there was no substance or materials constituting the offence alleged against him, however, which on contest, was declined by the learned Magistrate. Similarly, Crl.M.P. No.3714 of 1995 was filed by the 27th accused, which also net with the same fate. The other 22 accused filed petitions for the same relief in Crl.M.P. Nos.3715, 3716 and 3717 of 1995, which were accepted by the learned Magistrate by passing separate but identical orders, however, all the orders were passed on 9.2.1996. Aggrieved at the above impugned orders, the petitioners in the above revisions, have approached this Court canvassing the legality and propriety of the impugned orders. 7. Canvassing the revisions by reiterating the grounds referred in the revisions, Mr.Titus Jesudoss learned counsel appearing for the petitioners in Crl.R.C. Nos.145, 146 of 1996 and the respondents 1 to 6 in Crl.R.C. No.182 of 1996, the respondents 1 to 7 in Crl.R.C. No.183 of 1996 and the respondents 1 to 9 in Crl.R.C. No.184 of 1996, would contend firstly that there was no unfair labour practice on the part of the petitioners in Crl.R.C. Nos.145 and 146 of 1996 as contemplated by law and that the court below has not taken note of the fact that there was no such company as H.C. Kothari Group of Companies is in existence and that therefore the sanction order accorded by the Government to prosecute is not valid as it has been brought out without the application of mind by the Government. Secondly, it was contended that there was no refusal on the part of the petitioners in Crl.R.C. Nos.145 and 146 of 1996 to have a collective bargain or refusal to such collective bargaining in good faith, on the part of the petitioners. Secondly, it was contended that there was no refusal on the part of the petitioners in Crl.R.C. Nos.145 and 146 of 1996 to have a collective bargain or refusal to such collective bargaining in good faith, on the part of the petitioners. It was also contended that the respondent trade union which is not a recognised one as per the mandate of the Trade Union Act and according to the learned counsel, the court below ought to have found that the unfair labour practice could be only a refusal to bargain collectively in good faith with the recognised trade unions and that since the complaint does not state that the petitioners refused to bargain collectively, he would further contend that the factual aspects of this case would not come under the limb of the concerned provision of law and that on the other hand, it would be clearly shown that the petitioners always wanted to bargain collectively and not with the General Secretary of the Union alone. It was contended nextly that the group of companies referred to in the complaint as well as in the sanction order itself is not a legal entity and that with regard to the same, there was actually no finding given by the learned Magistrate and further that the aggrieved Trade Union, namely the respondent in Crl.R.C. Nos.145 and 146 of 1996 and the petitioner in Crl.R.C. Nos.182, 183 and 184 of 1996 is not a properly constituted Trade Union in terms of the Trade Union Act. During the course of the arguments, learned counsel for the petitioner raised many other points in attacking the impugned orders passed in Crl.R.C. Nos.145 and 146 of 1996. However, he justified the impugned orders passed by the learned Magistrate in Crl.M.P. Nos.3715, 3716 and 3717 of 1995. 8. By way of reply and controverting the said contentions, Mr.Prakash, learned counsel appearing for the Trade Union, has filed two applications in Crl.M.P. Nos.770 and 771 of 1996 to get the Kothari Group Employees Union, to be impleaded as a party in Crl.R.C. Nos.145 and 146 of 1996 on the ground that to have a proper and thorough disposal of the above cases, the Trade Union has become a necessary party and whose interest alone is the whole crux of the matter and that only upon the complaint by the Trade Union, the whole proceedings started. As the said petitions had been heard along with the other three revisions Crl.R.C. Nos.182, 183 and 184 of 1996, which are at the admission stage, learned counsel contended that the circular issued by the 27th accused Mr.Rangesh would amount to refusal to bargain collectively, which comes under the purview of the Act and that therefore, the case clearly comes under the concept of ‘unfair labour practice’ to be punished in accordance with law under the Industrial Disputes Act, 1947. Secondly, Mr.Prakash, learned counsel appearing for the trade union contended that his Trade Union was recognised already impliedly though not expressly in the dispute which arose on the previous occasions and that a memorandum of understanding signed by the revision petitioners and Trade Union are self evident and that therefore, the very contention that his Union was not a recognised Trade Union cannot at all be accepted. He would further contend that the circular issued by A-27 would clearly mean that his General Secretary should not participate in the negotiations and that he being an elected person of the Union, the refusal to bargain collectively in good faith in the instant case has been made impliedly and that therefore, the revision petitioners in Crl.R.C. Nos.145 and 146 of 1996 and the respondents/ accused in Crl.R.C. Nos.182, 183 and 184 of 1996 cannot have an escape from the clutaches of law and by so contending, he justified the impugned orders passed in Crl.R.C. Nos.145 and 146 of 1996, rejecting the petitions filed on their behalf. Basing his arguments with the support of Sec.32 of the Industrial Disputes Act, he contended that the court below was not justified in discharging the other directors who were also arrayed as accused in the above case. Learned counsel also referred to certain other factual aspects which would show that the petitioners/ management is adopting various kinds of tactics to have a conciliation of every matter involved in the instant case. 9. In the context of the above rival positions, the question that arises in all these revisions would be, whether the impugned orders passed by the learned Magistrate, are vitiated with any illegality of impropriety. 10. 9. In the context of the above rival positions, the question that arises in all these revisions would be, whether the impugned orders passed by the learned Magistrate, are vitiated with any illegality of impropriety. 10. The circular admittedly in question is dated 15th March, 1994, issued by the petitioner in Crl.R.C. No.146 of 1996, reads as hereunder: Circular We have reasons to believe that the General Secretary of Kothari Group Employees Union, Mr.G. Velayutham is acting at the behest of persons who are not interested in the well being of this Organisation. We have reason to believe that at the instance of vested interests, the said General Secretary of the Union, Mr.G. Velayudhan, is leading out staff members to a path of confrontation and is unnecessarily precipitating trivial issues disrupting the normal functioning of the office. In the circumstances, it has been decided not to have any direct negotiations with the representatives of the Union when they are led by the said General Secretary, Mr.G. Velayutham. It is for the staff members to make such arrangements as are necessary to ensure smooth functioning of the establishment.” It is also relevant to note the very contents of the letter written by Mr.B.H. Kothari, the petitioner in Crl.R.C. No.145 of 1996, dated 14.3.1994 to the President of Kothari Group Employees Union, in the following words: “Your letter of the 14th instant in your capacity as the President of the Union has provided me the right opportunity to apprise you of what is happening in our Group of Companies and why this apparent strain in our industrial relations. Your General Secretary Mr.G. Velayudhan is of late acting in a peculiar manner and we believe it is at the behest of persons with whom we have conflict of interests. It is in this contest, trivial issues are raised and magnified causing serious strain in our industrial relations. It is unfortunate that Mr. Velayudhan has swerved from his position as an office-bearer of the Union and some of his henchmen think that they can take law into their hands and get away with it, by making allegations of victimisation. The case of Mr.A. Balasubramanian is one such instance. It is unfortunate that Mr. Velayudhan has swerved from his position as an office-bearer of the Union and some of his henchmen think that they can take law into their hands and get away with it, by making allegations of victimisation. The case of Mr.A. Balasubramanian is one such instance. I am sure that you will not advise me that in the face of an identified act of misconduct committed by an employee and when his presence in the establishment is not desirable, we should not suspend him, merely because he happens to be a protected workman. Nor do I agree thatSec.33 is a bar for imposing suspension pending enquiry in the face of such grave misconduct. Can’t you see through the game as to why Balasubramanian should suddenly start writing letters after December, 1993 when all earlier correspondence were addressed by the General Secretary. The obvious answer is to show himself against any disciplinary action which might be taken against him for the misconduct which he may indulge in. The advice of the Special Deputy Commissioner of Labour given under the pressure of some one who has tremendous influence on him and the manner in which it was issued, would show to any one that it was not genuine, to maintain peace. In any event such advice was totally uncalled for and unwarranted and we have rightly decided to ignore it. As President of the Union, you may consider whether it will be possible for you to come for negotiations leaving out Mr.G. Velayudhan, as this would certainly create a proper climate for settling all outstanding issues. You have today put up a notice on the notice board about our decision not to allow Mr.G. Velayudhan to lead out staff. The so called request for an interview was only a pretence. We are not interested in victimising any employee. As a matured and seasoned lawyer, we are sure, you will counsel our employees properly and will not expose them to the machinations of vested interests who are taking sides on matters unrelated to them. I suggest that we meet one day for a free and frank discussion in the absence of the involved persons. With kind regards, Yours sincerely, Sd/B.H. Kothari.“ 11. Another letter written by the petitioner in Crl.R.C. No.145 of 1996, dated 24th. I suggest that we meet one day for a free and frank discussion in the absence of the involved persons. With kind regards, Yours sincerely, Sd/B.H. Kothari.“ 11. Another letter written by the petitioner in Crl.R.C. No.145 of 1996, dated 24th. March, 1994 to the President of the Union has also to be taken note of in this regard, which runs as follows: ”Many thanks for your prompt reply of 17th March. I wish to clarify that it is not my intention to shut out the Union to represent our workman. My reservation is about Mr.Velayudhan. I did not suggest a private discussion with you. What I meant was that as President of the Union you are welcome for a meaningful discussion for which you may bring your office bearers of employees but without Mr.Velayudhan. I am sorry that it is not possible to withdraw the suspension order issued to Mr.A. Balasubramanian.“ 12. Sec.2 (ra) of the Industrial Disputes Act, 1947, defines “unfair labour practice” as follows: “unfair labour practice” means any of the practices specified in the Fifth Schedule.” The 15th entry in the Fifth Schedule of the Industrial Disputes Act, 1947, reads as follows: “To refuse to bargain collectively, in good faith with the recognised trade unions.” 13. The first witness in the original complaint and the revision petitioner in Crl.R.C. Nos.182, 183 and 184 of 1996, namely, The Kothari Group Employees Union, (Registration No.732/MDS) represented by its General Secretary Mr.G. Velayudhan, has alleged, it appears that the issuance of the very circular above referred by the revision petitioners in Crl.R.C. Nos.145 and 146 of 1996, clearly amounts to the unfair labour practice as provided in item No.15 of Part I of Schedule V of the Industrial Disputes Act as above referred. If I look for the phraseology adopted in the 15th item, I have to take necessarily that to bring the contents of the circular above referred within the limb of the 15th item, the petitioners in the earlier two revisions must have refused to bargain collectively in good faith with the recognised trade unions. If I look for the phraseology adopted in the 15th item, I have to take necessarily that to bring the contents of the circular above referred within the limb of the 15th item, the petitioners in the earlier two revisions must have refused to bargain collectively in good faith with the recognised trade unions. The words “collectively” would imply directly and indirectly, not with any individual of a recognised trade union but however collectively by the elected office bearers of the recognised trade union, which may include or exclude any one or two and further the wordings ‘in good faith’ indicates that it should be the deliberate intention of the employers not to bargain with the trade unions. While the object and scope of the Industrial Disputes Act is thus looked into, the offences listed in the V Schedule of the said Act, clearly enumerates what are all the activities that amount to the ‘unfair labour practice. ‘The refusal to bargain with the trade union collectively in good faith by the employer would alone be sufficient and adequate to bring the employer within the mischief of the definition of ‘Unfair Labour Practice’ contained in item 15 of the V Schedule and it does not at all mean the refusal to bargain in good faith with a single individual and that was the reason why the word ‘collectively’ had been spelt out in the said item. The circular issues by the revision petitioners in the earlier two revisions shows clearly that since they believed that Mr.G. Velayutham, the General Secretary of the Kothari Group Employees’ Union was acting at the behest of the persons who were not interested in the well-being of the organisation, they have got reason to believe that at the instance of vested interests, the said person may lead the staff members to a path of confrontation and unnecessarily precipitate the trivial issues disrupting the normal functioning of the office. Therefore, the revision petitioners in the earlier two revisions were found not ready to have negotiations with the individual person as a General Secretary. The letter of the revision petitioner in Crl.R.C. No.145 of 1996, namely, Mr.B.H. Kothari dated 14.3.1994 was clearly indicative of their intention to have conciliation talks with the Union excepting the General Secretary Mr.G. Velayudhan but with other office bearers of the Union. The letter of the revision petitioner in Crl.R.C. No.145 of 1996, namely, Mr.B.H. Kothari dated 14.3.1994 was clearly indicative of their intention to have conciliation talks with the Union excepting the General Secretary Mr.G. Velayudhan but with other office bearers of the Union. The reason projected by him for the same was that the said General Secretary was of late acting in a peculiar manner and that they believed that it was at the behest of persons with whom the revision petitioners had conflict of interest and it was also their apprehension that the said General Secretary was swerved from his position and thus they have every grievance with him and not with any members or staff of the Union. The further reading of the contents of the letter would show that the revision petitioners had all the grievances only against Mr. G. Velayudhan and not against the Kothari Group Employees Union. 14. In this context, it has become relevant to note that another letter was written by the revision petitioner in Crl.R.C. No.146 of 1996 on 24.3.1994 to the Employees Union, with the following contents: “With reference to representation dated 16.3.1994 signed by you, we wish to clarify our stand point. We have nothing to do with the workman being led by Mr.G. Velayudhan. What we are saying is that we will not have any dialogue with Mr.G. Velayudhan alone. In the matter of bilateral discussion, we have every right to say that we will not recognise or talk to person who in our opinion is acting against our interests. We have nothing to do with the workman being led by Mr.G. Velayudhan. What we are saying is that we will not have any dialogue with Mr.G. Velayudhan alone. In the matter of bilateral discussion, we have every right to say that we will not recognise or talk to person who in our opinion is acting against our interests. If employees so desire and are willing they may come for any discussion or negotiations with any office bearers of the Union, but not with Mr.G. Velayudhan, We are not against the Union or pur employees.” From the contents of the above letter, it has become very clear that the revision petitioners in the earlier cases were always ready and willing to have bilateral talks or dialogue in connection with whatever problem existed among themselves with any member of the Union or the staff except Mr.G. Velayudhan, the General Secretary for the reason that according to them he was acting in a manner prejudicial to the institution at the behest of some third parties and it is under such circumstances, whether the circular issued by the revision petitioners as above referred would come within the mischief of item 15 of Schedule V of the Industrial Disputes A-l or not is the question. As I have already adverted to and envisaged the meaning for the above item, in order to apply to the facts of the instance case, I am constrained to hold that the factual aspects of the instant case may not come within the limb of ‘unfair labour practice.” 15. The matter does not end with this.. A writ petition was filed before this court and in which, a direction was given to the Government of Tamil Nadu represented by the Secretary to Government, Labour and Employment Department, to take a decision in this regard and it appears that after providing every opportunity to both sides to place their grievances and make their representations, the Government bad accorded the sanction to prosecute the accused, vide G.O. (D) No.320 of Labour and Employment Department, dated 19.4.1994, the contents of which are extracted hereunder: 2. Representation from Thiru C.Velayudhan General Secretary, Kothari Group Employees Union dated 26.3.1994. Read: “1. Circular of the management of H.C. Kothari Group of Companies, Madras dated 15.3.1994. Representation from Thiru C.Velayudhan General Secretary, Kothari Group Employees Union dated 26.3.1994. Read: “1. Circular of the management of H.C. Kothari Group of Companies, Madras dated 15.3.1994. ORDER: The Management of H.C. Kothari Group of Companies Madras, in their Circular first read above has stated that there were some reasons to believe that Thiru G. Velayudhan, the General Secretary of Kothari Group Employees Union, was acting at the behest of some persons who were not interested in the well being of their organisation, that he was leading the staff members to a path of confrontation, that he was unnecessarily precipitating trivial issues disrupting the normal functions of the office and that the Management had, therefore, decided not to have any direct negotiations with the representatives of the Union when they were led by the said General Secretary Thiru G. Velayudhan. 2. Against the above circular, the General Secretary of the Kothari Group Employees Union filed the Writ Petition No.5242 of 1994 in the High Court, Madras, praying to issue a writ of mandamus, directing the respondents not to give effect to the said circular. He has also submitted a representation to the Government complaining about the unfair Labour Practice of the said Management. 3. The High Court, Madras, in its order dated 7.4.1994 in Writ Petition No.5242 of 1994 has directed the Secretary to Government, Labour and Employment Department, the third respondent, to consider the representation made by the petitioner on 26.3.1994 in this regard and take a decision with regard to the circular dated 15.3.1994 on or before 22.4.1994. Based on the directions of the High Court, the Secretary to Government, Labour and Employment Department summoned both the parties in dispute and heard them independently on 15.4.1994. Both the Management and the petitioner Union have filed their written statements. The Management clarified both orally and through written statement, that subsequent to the issue of the impugned circular, the company had sent a circular on 24th March, 1994 individually, to all the members of the Union, making it clear that they (the management) were not against the Union or their employees and that if the employees so desired and were willing, they may come for any discussion or negotiations with any office-bearer of the Union, but not with Mr.G.Velayudban. The Management also brought to the notice of the Government a letter dated 24.3.1994 written by the Chairman-cum managing Director of the Company to the President, The Kothari Group Employees Union, in which the Chairman has invited the President of the Union for any meaningful discussion for which he may bring any of his office-bearers or employees except Mr.G.Velayudhan. The management contended that the above correspondence will clearly show that they were not against bilateral negotiations with the above Union. The petitioner union on the other side has alleged that by refusing to hold negotiations with the General Secretary of the union, the Management was adopting ‘unfair Labour Practice’, which attracts item 15 of the V Schedule of the Industrial Disputes Act, 1947viz., “To refuse to bargain collectively in good faith with recognised Trade Unions.” 4. The Government have carefully examined this case based on the statements (both oral and written) presented by the management and the petitioner Union and they consider that the managements refusal to hold bilateral talks with the General Secretary of the said Union constitutes an unfair labour practice as per Sl. No. 15 under Part I of the V Schedule of the Industrial Disputes Act and is an offence punishable under Sec.25-U of the Industrial Disputes Act, 1947. 5. Now, therefore, in exercise of the powers conferred by sub Sec.(1) of Sec.34 of the Industrial Disputes Act, 1947 (Central Act XIV of 1947) the Government of Tamil Nadu hereby direct the Inspector of Labour, Madras-II Circle to take steps to file a complaint against the Management of H.C. Kothari Groups of Companies, Madras before the Metropolitan Magistrate Court, Madras15 for an offence under Sec.25-T of the said Act. 6. The Inspector of Labour, Madras-II Circle is requested to send a report on the result of the case to the Government in due course.” 16. It is not out of point that contention was projected on behalf of the revision petitioners in the earlier two revisions, that while granting the sanction above referred by virtue ofSec.34 of the Industrial Disputes Act, the Government has not applied its mind on the admitted facts and circumstances and materials and that therefore, the sanction order referred to above is not valid in law and as such it is to be set aside on this ground alone. Mr.Titus Jesudoss, learned counsel appearing for the revision petitioners would contend that the sanction granted by the Government under the above referred order to prosecute against the management of H.C. Kothari Group of Companies is not valid in law and has no legal sanctity for there was no such legal entity called the management of H.C. Kothari Group of Companies. In projecting the said contention, learned Counsel would also submit further that the above persons referred to in the sanction order has not at all been prosecuted by filing the complaint by the respondent but instead the petitioner in the earlier revision M/s.Kothari Sugars and Chemicals Limited represented by Mr.B.H. Kothari, The Madras Safe Deposit Company Limited rep. by Mr.B.H. Kothari. The Investment Trust of India Limited represented by Mr.B.H. Kothari, arranged as A1, A-12 and A-19 and Mr.M.S. Rangesh, 27th accused in the capacity of Manager - H.R.D. for H.C. Kothari Group Companies, have been referred to in the complaint and that therefore, he would contend that Government while according sanction has not applied its mind in merely stating that the complaint is to be filed against the management of H.C. Kothari group of companies. Though this position has been disputed by Mr.Prakash, learned counsel appearing for the Employees Union, he had not say in this matter independently except to say that the sanction order is a valid order. In order to justify the above sanction order, I have to see, whether the sanction order is valid and it has its legal sanctity as provided by Sec.34 of the act, which reads as follows: “(1) No court shall take cognizance of any offence punishable under this Act or of the abatement of any such offence, save, on complaint made by or under the authority of the appropriate Government. (2) No court inferior to that of a Metropolitan Magistrate or a Judicial Magistrate of the first class” shall try any offence punishable under this Act.” While looking into the structure of the wordings in the above section, it is made clear that if the sanction refers to the facts constituting the offence and indicates consideration of the evidence by the authority, that would be sufficient compliance with the legal provisions of the Act. In other words, if direct evidence with regard to the consideration of all the facts and satisfaction of the authority is furnished by the order itself, no further evidence is necessary. The object of Sec.34 of the Industrial Disputes Act is that it is intended to avoid false and frivolous complaints and thereby save the party from harassment and precisely for that reason, the Government is required to apply its mind and determine the propriety of filing the complaint. The phrase ‘under the authority of the appropriate Government’ implies a sanction by the Government after it has considered the desirability of the prosecution. If there was no such provisions, there could be every likelihood and possibility of filing of frivolous complaints indiscriminately by either of the parties. There are certain offences which have importance either to the employer or the employee only. The appropriate Government is therefore required to apply its mind and satisfy itself before it grants authority and it is this satisfaction which is material and sufficient for the purpose. It is the settled law by the Supreme Court by now, that the sanction under the Act is not intended to be, nor is an automatic and empty formality and it is essential, that the provisions in regard to sanction should be observed with complete strictness. The object of the provision for sanction is that the authority giving the sanction should be able to consider for itself the evidence, before it comes to a conclusion that the prosecution in the circumstances be sanctioned or for bidden. 17. Of course, it is true that before according sanction, as provided under the above section of law, the Government should have applied its mind over all the materials, facts and evidence place before it by and on behalf of either of the parties and arrived at its conclusion whether the said materials, facts and evidence objectively constitute a case for prosecution or not. This procedure is a vital one in the context that it would avoid all unnecessary and frivolous actions to be taken by either of the parties and that was the reason why the legislature has enacted the above provision as a prerequisite to launch any prosecution against the employer or employee. This procedure is a vital one in the context that it would avoid all unnecessary and frivolous actions to be taken by either of the parties and that was the reason why the legislature has enacted the above provision as a prerequisite to launch any prosecution against the employer or employee. Keeping the above ratio in mind, if the contents of the sanction order is perused and considered, though the factual aspects raised by both the parties were referred to in the sanction order, it appears that the Government had not applied its mind in according the sanction and that was the reason perhaps the sanction order contains the bald and vague terms referring as the management of H.C. Kothari Group of Companies. It is also pertinent to note that though the Government has referred that the management clarified both orally and through the written statement that subsequent to the issue of the impugned circular, it had sent a circular of 24th March, 1994 individually to all the members of the Union, making it clear that they (the management) were not against the Union or their employee and that if the employee so desire and were willing, they may come for any discussion or negotiations with any office-bearers of the Union but not with Mr.G. Velayudhan, it has not considered whether the said conditional offer and willingness to have bilateral talks with the Union would clearly amount to the offence of ‘Unfair Labour Practice’ or not. In fact, no satisfaction of the Government seems to have been identified in the sanction order that the Government is satisfied with the commission of the offence of unfair labour practice. Barring that, the sanction according to file a complaint against the management of H.C. Kothari Group of Companies is not a legal entity as referred to in the sanction order. Keeping in view the important and pre-requisite condition of the sanction order to initiate any prosecution for the abovesaid reasonings, the sanction accorded in the instant case lacks legal validity and sanctity. Accordingly, I find that there is every force in the contention of the learned counsel. 18. Keeping in view the important and pre-requisite condition of the sanction order to initiate any prosecution for the abovesaid reasonings, the sanction accorded in the instant case lacks legal validity and sanctity. Accordingly, I find that there is every force in the contention of the learned counsel. 18. The Supreme Court in K.M. Mathew v. State of Kerala and another K.M. Mathew v. State of Kerala and another , 1992 L. W. (Crl.) 14 has held as follows: “It is open to the accused to plead before the Magistrate that the process against him ought not to have been issued. The Magistrate may drop the proceedings if he is a satisfied on reconsideration of the complaint that there is no offence for which the accused could be tried. It is his judicial discretion. No specific provision is required for the Magistrate to drop the proceedings or rescind the process. The order issuing the process is an interim order and not a judgment. It can be varied or recalled. It can be varied or recalled. The fact that the process has already been issued is no bar to drop the proceedings if the complaint on the very face of it does not disclose any offence against the accused.” 19. In Cholamandalam Software Ltd. v. The Presiding Officer and 16 others Cholamandalam Software Ltd. v. The Presiding Officer and 16 others , (1995)2 C.T.C. 54 a learned Single Judge of this Court, had the occasion to observe the following: “A company registered under Companies Act, has a distinct legal personality of its own which is unaffected by the fact that its shareholders or directors may also be shareholders or directors of other companies. Though such companies may be inter connected in taw they are separate and distinct. Though such companies may be inter connected in taw they are separate and distinct. Though the inter-connection of such companies and common managerial control may be relevant for the purpose of Companies Act or the law governing monopolies, such inter connections does not render them the joint employer of all the workmen employed by them separately and does not make them jointly and severally liable for the adjudicated claims of such workmen.” In the light of the above legal ratios, to be imported to the facts of the instant case, it is thus made very clear that according of sanction to prosecute the management of H.C. Kothari Group of Companies, which is not a legal entity at all, as spelt out, in the sanction order, cannot at all be sustained for the reason of the lack of its validity and legal credibility and it is for the said reasons. I have to necessarily countenance the contention of the learned counsel appearing on behalf of the revision petitioners in Crl.R.C. Nos.145 and 146 of 1996. 20. According to the terminologies and language employed under Sec.34 of the Industrial Disputes Act, before according the sanction, Government must have applied its mind, particularly, whether the company in question has committed the offence or not, or if so, what are the offences under the Act and which company has committed such offences. The above particulars in the instant sanction order are not available. Only a generic term H.C. Kothari Group of companies alone was referred to, which is neither on the record nor recognised by any law and to that extent, there is no material available in the case records. 21. The subsequent three revisions Crl.R.C. Nos.182, 183 and 184 of 1996, sought to be admitted were to challenge the impugned orders passed by the learned Magistrate, allowing the petitions filed by the respondents/accused, for discharge. 21. The subsequent three revisions Crl.R.C. Nos.182, 183 and 184 of 1996, sought to be admitted were to challenge the impugned orders passed by the learned Magistrate, allowing the petitions filed by the respondents/accused, for discharge. In order to decide the admissibility of these revisions which is based upon Sec.32 of the Industrial Disputes Act, it has become necessary to advert the same, which runs as follows: “Offence by companies, etc.:where a person committing an offence under this Act is a company, or other body corporate, or an association of persons (whether incorporated or not), every director, manager, secretary, agent or other officer or person concerned with the management thereof shall unless he proves that the offence was committed without his knowledge or consent, be deemed to be guilty of such offence.” The above section makes it clear that it will come into operation only to provide the punishment for commission of offence under this Act, where the offender is a company, body corporate, or an association. It the said aspect is proved, every director, manager, secretary, agent or other officer or person concerned with the management of the company shall be deemed to be guilty for the offence committed but however, the director or the manager etc. will not be held responsible or accountable for the alleged offence if they claim specifically that they had no knowledge or inter-action with the commission of a particular act by the other person or director who is incharge of the entire management. The idea of the scheme postulated in the above Section is that if every director or manager or the member of the concerned company is having the total knowledge of the act done by one, it shall be taken as one act done on behalf of others also. Therefore, the knowledge or the interaction of everyone concerned in the company of the commission of an alleged offence is the vital aspect. On applying the above ratio, to the facts of the instant case, it is clearly made out that the respondents in the subsequent criminal revisions, seem to have particularly claimed that they have no knowledge or interaction with the issuance of the circular dated 15th March, 1994. On applying the above ratio, to the facts of the instant case, it is clearly made out that the respondents in the subsequent criminal revisions, seem to have particularly claimed that they have no knowledge or interaction with the issuance of the circular dated 15th March, 1994. It is therefore, under the said circumstances, the impugned orders passed by the learned Magistrate in the subsequent three revisions are correct and for the said reasonings, the said revisions are not to be entertained though Mr.Prakash, learned counsel appearing on behalf of the revision petitioner in the subsequent three revisions laid every emphasis upon the above Section of law. For the above said reasoning, I am totally unable to persuade myself to countenance his contention in this regard. 22. With regard to the factual aspects referred to already, the learned trial Magistrate has held that this is not the opportune time to look into the same for the purpose of discharging the accused in the earlier two revisions. In connection with the said observation, in the light of the legal ratio enunciated by the Supreme Court cited above, I am not in a position to endorse my views with the finding of the learned Magistrate and accordingly, I am constrained to hold that the concept of ‘Unfair Labour Practice’ as described and defined in item 15 of part I of Schedule V of the Industrial Disputes Act, cannot be taken to mean that single person like Mr.G. Velayudhan the General Secretary of the Union alone is the Trade Union. The President or the Vice-President and the other elected office bearers of the Union are also part and parcel of the recognised Trade Union with whom the bilateral talks could be ensued. The above meaning can be identified with the employment of the words “bargain collectively” in the above item. 23. One of the contentions raised on behalf of the petitioners in the earlier two revisions and the respondents in the subsequent three revisions is that the respondent Union, viz., The Kothari Group Employees Union is not at all a recognised Trade Union and a counter argument was also made on behalf of the respondent Trade Union denying the same. 23. One of the contentions raised on behalf of the petitioners in the earlier two revisions and the respondents in the subsequent three revisions is that the respondent Union, viz., The Kothari Group Employees Union is not at all a recognised Trade Union and a counter argument was also made on behalf of the respondent Trade Union denying the same. If 1 look into the wordings of the 15th item of Part of I Schedule V of the Act again, the refusal to bargain collectively in good faith provides only with the recognised trade unions. In the instant case, respective parties were not interested, no advanced any argument, to show any material or document that the petitioner Union in the subsequent three revisions is a recognised Trade Union or not but it appears that in connection with the disputes on earlier occasions, the management seems to have had bilateral talks with the petitioner/ Union but however, this does not mean that this Union is a recognised Trade Union. On this point, with the above observation, I do not propose to go further for the reason that it is beyond the scope of these revisions. No other point was argued before me on behalf of either side. Thus, having considered the whole of arguments advanced on behalf of the employers, the revision petitioners in the earlier two revisions, the contention of the learned Government Advocate, and the contentions of the learned counsel appearing for the petitioner in the subsequent three revisions, I am constrained to hold that the learned trial Magistrate has overlooked to identify the concept of ‘Unfair Labour Practice’ in its proper legal perspective, for no offence committed by the employers and that therefore, the impugned orders passed in the earlier two revisions are liable to be set aside. While so, the impugned orders passed by the learned Magistrate in the subsequent three revisions, discharging the respondents from the prosecution, deserve to be accepted and confirmed. 24. In the result, for all the foregoing reasonings, Crl.R.C. Nos.145 and 146 of 1996 succeed and stand allowed. Consequently, the impugned orders passed by the learned II Metropolitan Magistrate, Madras in Crl.M.P. Nos.3713, 3714 of 1995 in C.C. No.3025 of 1994 dated 19.2.1996 are set aside and A-1, A-l2, A-19 and A-27 are discharged. Crl.R.C. Nos.l 82, 183 and 184 of 1996 are dismissed. Consequently, the impugned orders passed by the learned II Metropolitan Magistrate, Madras in Crl.M.P. Nos.3713, 3714 of 1995 in C.C. No.3025 of 1994 dated 19.2.1996 are set aside and A-1, A-l2, A-19 and A-27 are discharged. Crl.R.C. Nos.l 82, 183 and 184 of 1996 are dismissed. Consequently, the impugned orders passed by the learned Magistrate in Crl.M.P. Nos.3715, 3716 and 3717 of 1994 dated 19.2.1996 in C.C. No.3025 of 1994 are confirmed and maintained. In view of the above orders Crl.M.P. Nos.770 and 771 of 1996 are dismissed as unnecessary.