JUDGMENT Ruma Pal, J. 1. The dispute involved in this appeal is as to the date of the respondent's retirement as Director in the appellant Institute. 2. The appellant Institute was registered under the West Bengal Registration of Societies Act, 1961 (referred to as the Act) in 1976 and is an autonomous organisation under the Ministry of Health and Family Welfare of the Government of India. The Memorandum of Association of the Institute and the National Institute of Homoeopathy Rules and Regulations (hereinafter referred to as the Rules) were approved at the first meeting of the Governing Body of the Institute on 20.4.1976. 3. The rules provide for the Governing Body of the Institute to control and manage the affairs of the Institute. The Governing Body is composed of the following persons : (a) Union Minister of Health & Family President Welfare, Government of India. (b) Health Minister, Government of Vice-President West Bengal. (c) Additional Secretary, Ministry of Vice-President Health & Family Welfare, Government of India concerned with Homoeopathy in the Ministry. (d) Financial Adviser to the Ministry of Member Health and Family Welfare, Government of India. (e) Secretary, Department of Health, Member Government of West Bengal. (f) Secretary, Department of Finance, Member Government of West Bengal. (g) Vice-Chancellor, Calcutta Univer- Member sity, Calcutta. (h) Three members to be nominated by Member the President for a period of three years from amongst Homoeopaths attached to Homoeopathic Medical Colleges or research institutions or organizations. (i) Three members to be nominated Member by the President for a period of three years from amongst eminent homoeopathic practitioners who have contributed to the development of Homoeopathy. (j) Adviser in Homoeopathy, Govern- Member ment of India. (k) Director, National Institute of Member Secretary Homoeopathy. 4. The persons mentioned above in (a) to (g) and (j) and (k) are ex officio and are members of the Governing Body by virtue of the office or appointment they hold (Rule 4.2), and their membership of the Governing Body terminates when they cease to hold such office (Rule 4.4.1). 5. Rule 10 provides for the powers of the Governing Body. The relevant rules for the purposes of this appeal, viz. Rule 10.3, is set out hereinbelow : "10.3. 5. Rule 10 provides for the powers of the Governing Body. The relevant rules for the purposes of this appeal, viz. Rule 10.3, is set out hereinbelow : "10.3. The Governing Body shall have full powers to make such Bye-Laws as they shall think essential for the regulation of the business of the Institute and in particular with reference to (i) the keeping of accounts, (ii) the preparation and sanction' of budget estimates, (iii) the sanctioning of expenditure, (iv) entering into contracts, (v) the appointment of staff and determination of their .conditions of service and (vi) any other purpose that may be necessary." 6. At the first meeting a decision was also taken by the Governing Body inter alia regarding the staffing pattern and approval of the ad hoc appointment of Director. The relevant extract of this resolution is : "The temporary appointment of Dr. K.P. Mazumdar as acting Director, National Institute of Homoeopathy in the scale of Rs. 1,500-2,000 was approved on ad hoc basis till regular appointment is made. The recruitment rules indicating qualification and experience for the post of Director should be prepared by the Advisor (Homoeopathy), shown to Secretary and got approved from the President. It was agreed that the post shall carry the scale of pay of 1,500-2,000 plus usual allowances. If possible, residential accommodation for the Director within the premises of the Institute be provided. The maximum age shall be 55 years. The age of retirement in the case of Director being 60 years. The President will advertise the post.........Selection shall be made by a committee to be chaired by the President. As regards the' other posts, the committee constituted above will finalise the matter." On "4th October, 1976, the minutes of the first meeting and the Byelaws of the Institute were considered and approved by the Governing Body. 7. In exercise of powers under Rule 10.3, Bye-laws were framed by the Governing Body governing the conditions of service. Bye-law 4 on which the answer to the issue involved in this appeal revolves reads : "4. The Rules governing the retirement of employees of the Government of India, as amended from time to time, shall normally apply to the employees of the Institute. Bye-law 4 on which the answer to the issue involved in this appeal revolves reads : "4. The Rules governing the retirement of employees of the Government of India, as amended from time to time, shall normally apply to the employees of the Institute. An employee can be retained in service after the date of superannuation up to the age of 60 years, provided he continues to be physically fit and efficient and it is)n the interest of the Institute to retain him in service." 8. According to the appellants under Fundamental Rules 56(A) SR read with Government Official Memorandum dated 10th February, 1965 and G.O. dated 22nd February, 1977 the age of retirement of a Government servant of the Government of India is 58 years. At the fifth meeting of the Governing Body, on 22nd June, 1978 it was recorded that the recruitment rules in so far as they dealt with the qualification of the Director, needed changing. At the sixth meeting of the Governing Body on 22nd March, 1980 while discussing recruitment rules for various posts, the Governing Body determined the level of experience for the post of Director. It also decided to reduce the age limit of Directors from 55 to 50 years and below. 9. The respondent was appointed as a Director of the Institute by an order dated 1st July, 1982 on an ad-hoc basis from the date of his joining until further orders. The order of appointment initially contained a clause which read : "12. Other conditions of service will be governed by the relevant rules and orders that may be in force in time to time and service conditions as laid down in the Bye-laws of this institute under rule 10.3 of the Memorandum of Association of N.I.H., Calcutta." This order was subsequently revised and a fresh order of appointment was issued in supersession of the earlier order which, apart from changing certain other clauses in the initial order of appointment, replaced clause 12 quoted above with clause 10 which reads : "10. Other conditions of service will be governed by the relevant Rules and orders of Institute in force from time to time." 10. The Governing Body approved the appointment of the respondent• as Director on 8th February, 1983 with effect from 3.6.82. This was communicated to the respondent on 6th June, 1983. Other conditions of service will be governed by the relevant Rules and orders of Institute in force from time to time." 10. The Governing Body approved the appointment of the respondent• as Director on 8th February, 1983 with effect from 3.6.82. This was communicated to the respondent on 6th June, 1983. It was also stated the respondent would be on probation for a period of two years from the date of his appointment. 11. On 28th January, 1993 an order was issued to the respondent by the Institute stating that as he would reach the age of superannuation namely, 58 years on 31st January, 1993 under clause 4 of Rule 10.3 of the Bye-laws, he would be deemed to have relinquished charge on that date. 12. The respondent challenged this order under Article 226 and from the time interim orders were passed under which the appellant made payment of amounts which would be receivable by the respondent had he in fact retired on the date claimed by the appellant. 13. The submission of the respondent which found favour with the learned Judge was that the respondent was a member of the Governing Body and not its employee and that the employees referred to in 'Byelaw 4 did not include the Director of the Institute. The learned Single Judge held in the respondent's favour on a construction of the word "staff' used in Rule 10.3 of the said Rules. It was also held that the Institute' was affiliated with the University of Calcutta and that the University statute which provided that the age of retirement of whole-time teachers of a college granting UGC Scale was also 60 years was applicable to the respondent. The learned Judge also upheld the contention of the respondent that by virtue of the resolutions passed the respondent was entitled to reasonably expect that he would retire at the age of 60 years. Finally the learned Judge held that the order of superannuation was passed in violation of the principles of natural justice as the respondent was not heard before the age of retirement was reduced from 60 years to 58 years. 14. During the pendency of the litigation the respondent passed the age of 60 years. Finally the learned Judge held that the order of superannuation was passed in violation of the principles of natural justice as the respondent was not heard before the age of retirement was reduced from 60 years to 58 years. 14. During the pendency of the litigation the respondent passed the age of 60 years. There is now no question of his continuing in service and the only question is whether the respondent should be given full salary and other benefits of regular service as if he continued in service till 31st January, 1995 as directed by the learned Single Judge. 15. In our opinion the submission of the appellant that the resolutions on which the respondent based his case were merely recommendatory and not declaratory is correct. This follows inter alia from an interpretation of the Rules. The Rules which were adopted and approved by the Governing Body of the Institute at its first meeting provided in Rule 10.3 for the power of the Governing Body to be exercised by making Bye-laws and in no other manner. The Rules can be altered by a resolution under Rule 10.4 which says: "10.4. Subject to prior approval of the Government, the Governing Body may alter, modify, rescind or add to the Rules and Regulations of the Institute at any time by a resolution passed by a majority of three-fifths of members present and voting at any meeting of the Governing Body which shall have been convened for the purpose after giving due notice of such resolution to the members of the Governing Body." This presupposes the existence of Rules under 10.3 governing the regulation of the business' of the Institute including not only. "the appointment of staff and determination of service" but also for "any other purpose that may be necessary". The Governing Body cannot therefore act in exercise of these powers merely by making resolutions. 16. The respondents' contention that the word "staff' in Rule 10.3 does not include the Director and the learned Single Judge's finding that Rule 10.3 does not empower the Governing Body to frame Bye-laws for the Director, are immaterial having regard to the generality of the phrase "any other purpose that may be necessary" in Rule 10.3. Apart from the rules contained in the Bye-laws, no other rules have been produced before us governing the conditions of service. 17. Apart from the rules contained in the Bye-laws, no other rules have been produced before us governing the conditions of service. 17. Doubtless the word "staff' in Rule 10.3 in Webster's New Dictionary of the English language defines "staff' as "a group of assistants to an executive or military commander" as the learned Judge noted. But it also gives a second meaning which was overlooked by the learned Single Judge, namely, "the personnel of an enterprise". Again the New Shorter Oxford English Dictionary (1993 Edn.) defines the word "staff' as: "The body of people employed in a business, establishment, etc.; the employees of an organisation etc. collectively; spec. (a) those responsible for advisory and ancillary services rather than directly concerned with production; those in authority within an organisation, as teachers in a school; (b) salaried as opp. to wage earning or freelance workers. A member of staff, an employee." These definitions would clearly bring all employees including the Director within the meaning of the word "staff in Rule 10.3 and the Byelaws framed thereunder. This interpretation is also borne out by other Bye-laws framed under Rule 10.3 in which there is specific reference to the Director and his obligations (vide Bye-laws on Maintenance of Account and Payment of Funds). 18. Then again in the Bye-laws governing the conditions of Service, Bye-law 12 read with the Annexure makes it amply clear that the Director is in the hierarchy of employees of the Institute : "12. The Central Civil Service (Conduct) Rules and also (Classification Control and Appeal) Rules of the Government of India will mutatis Mutandis apply to the employees of the National Institute of Homoeopathy. Appeals orders imposing any of the penalties specified in the CCS (Conduct) Rules and CCA Rules shall be made to the authority specified in column 4 or 5 as the case may be of the Annexure whose decision shall be final. Particulars of Authority empowered Appellate Authority the post to impose penalties and the, penalties which may be imposed Minor Major Minor Major Penalties penalties Penalties penalties (1) (2) (3) (4) (5) Group A (I) in President Governing Governing for both the Institute Body Body Group A (II) Director President President Governing Body Group B, C and D Director all penalties Vice President all in the Head Penalties quarters. Group B in the Director all penalties Vice-President all Units Penalties Group C & D in Project Heads all penalties Director all penalties Group A (1) includes posts the maximum of the pay scale of which is not less than Rs 1,600/- of the scale of pay. Group A (II) includes posts the maximum of the scale of pay of which does not exceed Rs. 1,300/-. Group B includes posts carrying a pay or a scale of pay with a maximum not less then Rs. 900/- but less then Rs. 1,300/-. Group C includes posts carrying a pay or a scale of pay with a maximum of over Rs. 290/- but less than Rs. 900/-. Group D includes posts carrying a pay or a scale of pay the maximum of which is Rs. 290/- or less." 19. Merely because the Director is ex officio a member of the Governing Body does not mean that he is not to be governed by the conditions of service pertaining to his employment as Director. On the other hand the rules, quoted earlier expressly state that ex officio members cease to be members of the Governing Body when they cease to hold such office. 20. The Bye-laws speak of employees of the Institute and the submission of the respondent that he was an employee of the Governing Body but not of the Institute is incomprehensible and unacceptable. The Institute' being a legal body acts through the agency of the Governing Body. The Governing Body has no existence apart from the Institute and the Governing Body appointed the respondent as the Director of the Institute. 21. Nor is it of any moment that paragraph 12 of the initial appointment letter of the respondent was not contained in the revised letter. The revision merely broadened the applicability of the Rules without limiting the conditions of the Directors service to those framed under Rule 10.3. There are in fact other Rules which also regulate the Director's services e.g. Rule 12. 22. The reliance by the learned Judge on Bye-law 1 of the Byelaws governing the conditions of service to hold that the respondent was not an employee of the Institute was misplaced. Bye-laws 1 and 2 read: "1. There are in fact other Rules which also regulate the Director's services e.g. Rule 12. 22. The reliance by the learned Judge on Bye-law 1 of the Byelaws governing the conditions of service to hold that the respondent was not an employee of the Institute was misplaced. Bye-laws 1 and 2 read: "1. Service under the Institute shall be temporary, renewable on a yearly basis subject to the sanction of the Governing Body; unless an officer has been appointed on a contract basis for a specified number of years on special terms. The services of an employee, can, however" be terminated earlier if necessary, by the Governing Body, the Finance Committee and the Director (according to their powers of making appointments) by one month's notice on either side. The Institute, however, reserves the right of terminating the services of the employee forthwith or before the expiration of one month period of notice by making payment to him of a sum equivalent to the pay and allowances for the period of notice or the unexpired portion thereof. The employee, however, cannot surrender his pay and allowances in lieu of the period of notice or for any unexpired portion thereof and he may be required to serve for the full period of the notice. 2. Unless anything to the contrary is stated, all appointments will be on probation for periods ranging from six months to two years, as may be laid down in the recruitment rules. The employees of the Institute so appointed on probation will, however, be eligible for admission to the National Institute of Homoeopathy Contributory Provident Fund on completion of service in the Institute of one year." The petitioner was initially given ad hoc appointment for one year 'or until further orders or until approval by the Governing Body whichever' is earlier'. The Governing Body after approving his appointment placed him on probation for two years. And in terms of Bye-law I, the letter contains a clause which says : "The appointment may be terminated at any time by one month's notice from either side. The appointing authority however, reserves the right of terminating his services forthwith or before the expiration of the stipulated period of notice by making payment to him of a sum equivalent to pay and allowances of the period of notice or the unexpired portion thereof." 23. The appointing authority however, reserves the right of terminating his services forthwith or before the expiration of the stipulated period of notice by making payment to him of a sum equivalent to pay and allowances of the period of notice or the unexpired portion thereof." 23. The respondent's conditions of service both in terms of his appointment letter and according to the Rules are governed by the relevant Bye-laws and in particular Bye-law 4 set out earlier in this judgment. It must accordingly be held that the respondent was to retire and in fact retired when he reached the age of 58 years. 24. Finally, the language in the first resolution of the Governing Body relating to conditions of service of the Director makes it clear that the Governing Body was laying down principles for incorporation in Recruitment Rules to be framed and were not themselves rules of recruitment or retirement. 25. The Bye-laws relating to the conditions of service including Byelaw 4 were operative since 1976. When the petitioner joined service in 1982 all employees were to retire at 58 years. There was as such no question of any change in the age of retirement entitling the respondent to any opportunity of hearing, nor indeed any basis for the respondent to reasonably expect that he would retire at 60 years. 26. The Rule of Retirement in the University Statutes on which the learned Judge placed emphasis says: "104(1). A whole-time teacher of a college enjoying University Grants Commission scale of pay introduced since the 1st April, 1973, shall retire from service with effect from the afternoon of the last day of the month in which he attains the age of superannuation, i.e. 60 years: Provided that such teacher may be granted re-employment initially for a period of two years and subsequently for a period of one year or less subject to the terms and conditions as stipulated in orders issued by the State Government from time to time. In no case, such re employment shall be given if the teacher concerned has attained 65 years of age ; (2) A teacher who is in pre-1973 University Grants Commission scale of pay shall retire at the end of the academic year in which he attains the age of 62, provided that the Governing Body may grant extension of service to such teacher, subject to the condition that no extension shall be granted for more than two years at a time and not beyond the date on which he completes the age of 65 years. (3) A part-time teacher in a college shall retire at the end of the academic year in which he attains the age of 65." 27. The point was taken by the respondent only in his affidavit-in-reply thus depriving the appellants of the chance to deal with the same. In any event the learned Judge's finding based on the University Statutes is in our view erroneous. Affiliation involves a degree of control by the University. The Institute is an autonomous body under the Ministry of Health. There is nothing on record to show that the Institute is an affiliated college of the University of Calcutta. If the Institute were indeed affiliated, then in terms of Part I Rule 101-A. "101A. Appointment of teachers, whole-time or part-time, including Principals, of affiliated colleges other than Government Colleges shall be made in accordance with the provisions of the West Bengal College Service Commission Act, 1978 (West Bengal Act LXII of 1978) and the rules made thereunder." It is not the respondents' case that he was appointed under this Rule. Besides, the respondent does not enjoy the University Grants Commission scale. In his affidavit-in-reply the respondent has said : "I draw attention to Booklet published by the Planning and Evaluation Cell of the Ministry of Health and Family Welfare, Government of India, the Table 7.4 at page 251, Item No. 10 (xerox copy enclosed as annexure 'A') shows that the Institute is covered under purely Central. In his affidavit-in-reply the respondent has said : "I draw attention to Booklet published by the Planning and Evaluation Cell of the Ministry of Health and Family Welfare, Government of India, the Table 7.4 at page 251, Item No. 10 (xerox copy enclosed as annexure 'A') shows that the Institute is covered under purely Central. Scheme." The Audit Report (1989-90) in respect of the Institute as submitted by the Principal Director of Audit Central, Calcutta shows : "1.2 The Institute is financed by grants from the Central Government in the Ministry of Health and Family Welfare on the basis of its annual budget." The respondent therefore is not governed by the University Statutes and the learned Judge erred in holding he was. 28. The result of this discussion is that the appellants correctly issued the order of superannuation and the respondent retired at 58 years as stated in that order. 29. For all these reasons we allow the appeal and set aside the judgment and order of the learned Single Judge and dismiss the writ petition without any order as to costs. Later 30. .According to the learned Counsel appearing on behalf of the respondent/writ petitioner, even on the basis that the respondents had retired at the age of 58 (fifty eight) years, all his pensionary benefits have not yet been obtained. Liberty is granted to the writ petitioner/respondent to make a proper application to the respondent authorities for the amount due, if any. After such application is made, that will be considered in accordance with law. Any money which had been deposited by the appellant pursuant to the interim order passed by the Appellate Court on the ground of benefits' which would have been available to the respondent had the respondent/writ petitioner retired at the age of 60 (sixty) years, may be released to the appellant. Urgent xerox certified copy, if applied for, office is directed to deliver the same expeditiously. Stay prayed for and the same is refused. S.N. Bhattacharjee, J.: I agree. Appeal allowed.