Judgment Nagendra Rai, J. 1. The appeal is barred by limitation. Having taken into consideration the averments made in the limitation petition and hearing the parties, the delay in filing the appeal is condoned. 2. The matter relates to grant of revised pay-scale to the Helpers employed in the Bihar State Text Book Publishing Corporation Ltd. (hereinafter referred as the Corporation). Respondent No. 1, namely, Md. Sahabuddin, claiming himself to be the General Secretary of the Workers Union of the aforesaid Corporation, filed the writ petition out of which the present appeal arises, for a direction to the Corporation to implement its decision with regard to revision of pay-scale of the Helpers in the pay-scale of Rs. 950.00 to Rs. 1400.00 . The learned Single Judge, by his order dated 28-7-2001, has allowed the writ petition and directed the Corporation to pay salary in the revised scale as per its own decision. 3. The facts leading to the present appeal are that the Corporation was registered as a Company under the Companies Act in the year 1965. According to the terms of the Memorandum of Association, the main object of the Company is to acquire and take over the business and other activities of the Government of Bihar relating to publication of text books together with all its assets, rights, privileges and liabilities and as the Government of Bihar may transfer to the Company and to carry on such business and activities and to exercise, perform and carry out such functions, powers and authority as may from time to time be given, assigned and directed by the Government of Bihar in that regard or with regard to any other like matter and objects. 4. The Company has framed Articles of Association, relevant provisions of which will be discussed in the latter part of the judgment. 5. The pay-scale of the Helpers was Rs. 180.00 to 242.00 . According to the IVth Pay Revision Committee, the recommended scale was Rs. 400.00 , 540.00 but the Corporation granted the scale of Rs. 375.00 to 480.00 to the Helpers. Thereafter, the Vth Pay Revision Committee made recommendation and the scale of Helpers was fixed at Rs. 800.00 to 1150.00 . However, the Helpers demanded the pay-scale of Rs. 950.00 to 1400.00 . It appears that the Board of Directors in the meeting decided to give them the aforesaid pay-scale of Rs. 375.00 to 480.00 to the Helpers. Thereafter, the Vth Pay Revision Committee made recommendation and the scale of Helpers was fixed at Rs. 800.00 to 1150.00 . However, the Helpers demanded the pay-scale of Rs. 950.00 to 1400.00 . It appears that the Board of Directors in the meeting decided to give them the aforesaid pay-scale of Rs. 950.00 to 1400.00 , but as it was not competent to take a final decision in the mater without approval of the Administrative Department and the Bureau of public Enterprises (hereinafter referred to as the Bureau), the Corporation requested the Chairman of the Bureau and the Administrative Department i.e. the Secondary, Primary and Adult Education Department, Government of Bihar, to grant the replacement pay-scale of Rs. 950.00 to 1400.00 vide letters dated 11-11-1997 and 25-22000, copies of which were appended as Annexure A and B respectively to the counter-affidavit filed in the writ proceedings. No decision has been taken till date. 6. The case of the writ petitioner-respondent is that the Corporation is competent to take a final decision with regard to fixation of pay as well as revision of pay-scales, and the Administrative Department or the Bureau has no control over the same. In support of the aforesaid stand, the writ petitioner-respondent has relied upon two letters annexed with the supplementary affidavit filed in the writ proceedings on 4-7-2000 as Annexures X and Y. Relying upon the two letters, the learned Single Judge has come to the conclusion that the Corporation is competent to take a final decision with regard to the revision of pay, and the State Government or the Bureau has no jurisdiction to interfere in the affairs of the Corporation. 7. The further case of the writ petitioner-respondent is that according to the Articles of Association of the Company, the Governor is empowered to issue directives and instructions with regard to function, conduct of business, affairs of the Company and other matters and not the State Government. As such, the directions, if any, with regard to the finances or other matters including the conduct of business and affairs of the Company can be issued only by the Governor in exercise of his own discretion and not with the aid or advice of the Council of Ministers or the officers attached with the particular department of the Government. 8. 8. Before proceeding further it is necessary to refer to the contents of the aforesaid two letters. Annexure X is a letter dated 1-2-1983, written by the Deputy Secretary to the Government of Bihar, Finance (Bureau of Public Enterprises) Department, Bihar, Patna, to the Managing Director of the Corporation. The same letter related to the approval of the revised pay-scale of the IVth Pay Revision Committee, which is not in controversy. By the said letter, the revision of pay-scale of certain sections of the employees was made and with regard to the employees attached with the Corporations Printing Press, it was stated that it was beyond the purview of the Bureau. Annexure Y is a letter dated 22-7-1985. That was with regard to the matter of promotion and it was stated therein that with regard to the employees of Class-Ill category, whose pay-scale is below Rs. 840.00 , the Bureau has no jurisdiction to take a decision in the matter nor can the Bureau issue any direction with regard to the same. 9. The stand of the Bureau of Public Enterprises is that these two letters are wholly irrelevant for taking a decision in the matter for the reason that the controversy in this case is with regard to the anomaly or revision of pay-scale granted to the writ petitioner-respondent by the Vth Pay Revision Committee and not by the IVth Pay Revision Committee. The Vth Pay Revision Committee recommended the pay-scale of the employees of the Press also and the controversy with regard to the same has been raised by the writ petitioner-respondent in the present case and as such the letter dated 1-2-1983 (Annexure X) is no relevant. The letter dated 22-7-1985 (Annexure Y) deals with the matter of promotion, and not with regard to fixation of pay and as such the same has also no relevancy. 10. The further stand of the Bureau is that the Finance Department has already issued an instruction vide letter dated 11-1-2000 (indicated above), informing all the Administrative Departments as well as the Chairman of the Public Undertakings that no replacement scale should be implemented without prior approval of the Bureau. 10. The further stand of the Bureau is that the Finance Department has already issued an instruction vide letter dated 11-1-2000 (indicated above), informing all the Administrative Departments as well as the Chairman of the Public Undertakings that no replacement scale should be implemented without prior approval of the Bureau. As per the resolution of the Government dated 1 -3-1976, the Bureau is authorised to advise and co-ordinate about the salary and service conditions of the Public Sector Undertakings and the Bureau vide letter No. 820, dated 18-8-1990, has already issued clear instructions laying down the policy for implementation of the Vth Pay Revision Committee with regard to the employees of the Public Sector Undertakings of Bihar Government and according to that the salary is being paid to the employees of the Public Sector Undertakings, including the Corporation in question. 11. The case of the appellant-Corporation is that it is a Government Company and under the Articles of Association the Governor is empowered to issued directions with regard to appointment of Directors as well as with regard to finances, conduct of business and affairs of the Company and other matters. The State Government in exercise of its executive power has created a Bureau in 1976, and has by another notification notified the Corporation to be under the control of the Bureau and in that view of the matter the Corporation cannot revise the pay-scale of its employees without the approval of the controlling authority, i.e. the Secondary, Primary and Adult Education as well as the Bureau, which is one of the wings of the Finance Department of the Government of Bihar. 12. The only question for consideration in this case is as to whether the Corporation is the final authority in the matter of fixation of pay-scale of its employees or the prior approval of the State Government or the authority created by it is necessary ? 13. At this stage, it is relevant to refer to the Articles of Association of the Company to appreciate the said point. Article 4(ii) provides that the Company will be a Government company as defined in Sec. 617 of the Act. It further provides that 60 per cent of the total subsribed share capital of the Company for the time being will be held by the Government of Bihar. Article 4(ii) provides that the Company will be a Government company as defined in Sec. 617 of the Act. It further provides that 60 per cent of the total subsribed share capital of the Company for the time being will be held by the Government of Bihar. Article 10 provides that the allotment of shares will be made subject to the directions of the Governor. Article 40 contains a provision with regard to the holding of shares by the nominee of the Governor, and Article 44 provides that the increase, reduction etc. of the capital shall be made subject to the approval of the Governor. Article 46 provides that the Director may borrow the money subject to the approval of the Governor. Article 47 prescribes the conditions on which the money may be borrowed by the Directors, subject to the approval of the Governor. Article 72 provides that the Governor shall determine the number of Directors from time to time and Article 75 provides that the remuneration of the Directors shall be determined by the Governor. Article 76 provides that the Governor will issue directives or instructions with regard to the general power of the Company to be vested in the Directors. Article 78 empowers the Governor to appoint Chairman, Vice-Chairman and the Managing Director and Article 79 provides that the Governor will delegate the powers among the Chairman, Vice-Chairman and the Managing Director, Article 80 provides that subject to approval of the Governor and the provisions of Secs. 292 to 297 of the Act, the Directors may entrust to, or confer their powers upon and delegate to, the Chairman Vice-Chairman, Management, Executive or other whole-time Director or Directors, as they may think fit. Under Article 95, the Governor has been empowered to issue directives or instructions with regard to the finances and the Conduct of business and affairs of the Company or Directors thereof, and the Directors shall duly comply with and give immediate effect to such directives or instructions. 14. Under Article 95, the Governor has been empowered to issue directives or instructions with regard to the finances and the Conduct of business and affairs of the Company or Directors thereof, and the Directors shall duly comply with and give immediate effect to such directives or instructions. 14. Thus, from V/s. perusal of, the Articles of Association, as referred to above, it is clear that prior approval or directive of the Governor is necessary with regard to allotment of shares, increase and decrease of shares, appointment of Chairman, Vice-Chairman and Directors and entrustment of powers to them as well as issuance of directives with regard to the finances, conduct of business and affairs to the Company The fixation of pay, its revision etc. concerns the finance, conduct of business and affairs of the Company and as such the Governor is empowered to issue direction with regard to the same. 15. Article 298 of the Constitution of India provides, inter alia, that the executive power of the State shall extend to the carrying on of any trade or business. In exercise of the said power, the Government can carry on trade or business without specific legilsation sanctioning such course. The State Government created the Government Company, namely, the Corporation with the object as mentioned above. Article 163 of the Constitution states that there shall be a Council of Ministers with the Chief Minister at the head to aid and advise the Governor in the exercise of his function, except in so far as he is by or under the Constitution required to exercise his functions or any of them in his discretion. Article 166 of the Constitution contains provisions with regard to conduct of business of the Government of a State. Sub-Article (1) thereof provides that all executive action of the Government of a State shall be expressed to be taken in the name of the Governor. Sub-Article (3) thereof provides that the Government shall make rules for the more convenient transaction of the business of the Government of the State, and for the allocation among Ministers of the said business in so far as it is not business with respect to which the Governor is by or under the Constitution required to act in his discretion. 16. The Constitution envisages a Parliamentary system of the Government at the Union as well as State levels. 16. The Constitution envisages a Parliamentary system of the Government at the Union as well as State levels. The Governor is the constitutional head of the executive of the State and he has to exercise the powers on the advice of the Council of Ministers or through the Minister of officers, who have been allocated function according to the Rules of Executive Business, made under Article 166(3) of the Constitution. Only that power has to be exercised by the Governor in his discretion, which is required or empowered by the Constitution or any statutory provision to be exercised by him, 17. The apex Court in the case of Samsher Singh V/s. State of Punjab -- , held that the Governor exercises all his powers and functions conferred on him by or under the Constitution on the aid and advice of the Council of Ministers. For the convenient transaction of the business of the State, he allocates business amongst the Ministers by making a rule under Article 163(3) of the Constitution. Wherever the Constitution requires the satisfaction of the Governor, that is not the personal satisfaction of the Governor but it is the satisfaction of the Governor in the constitutional sense under the Cabinet system of Government. It was further held that when a particular power is vested in the Minister under the Rules of Executive Business, that power can also be exercised by the officials of the Ministers department and no delegation is required for the reason that the act and decision by the official is the decision of the Minister. The Official only discharges the function as entrusted to the Minister. In this connection, it is relevant to refer to Paragraphs 28, 29, 30 and 31 of the aforesaid judgment, which are quoted below: 28. Under the Cabinet system of Government as embodied in our Constitution the Governor is the constitutional or formal head of the State and he exercises all his powers and functions conferred upon him by or under the Constitution on the aid and advice of his Council of Ministers save in spheres where the Governor is required by or under the Constitution to exercise his functions in his discretion. 29. Thus, executive power is generally described as the residue which does not fall within the legilsative or judicial power. But, executive power may also partake of legislative or judicial actions. 29. Thus, executive power is generally described as the residue which does not fall within the legilsative or judicial power. But, executive power may also partake of legislative or judicial actions. All powers and functions of the President except his legislative powers as for example in Article 123, viz., ordinance making power and all powers and functions of the Governar except his legislative power as for example in Article 213 being ordinance making powers are executive powers of the Union vested in the President under Article 53(1) in one case and are executive powers of the State vested in the Governor under Article 154(1) in the other case. Clause (2) or Clause (3) of Article 77 is not limited in its operation to the executive action of the Government of India under Clause (1) of Article 77. Similarly, Clause (2) or Clause (3) of Article 166 is not limited in its operation to the executive action of the Government of the State under Clause (1) of Article 166. The expression "Business of the Government of India" in Clause (3) of Article 77 and the expression "Business of the Government of the State" in Clause (3) of Article 166 includes all executive business. 30. In all cases in which the President or the Governor exercises the function conferred on him by or under the Constitution with the aid and advice of his Council of Ministers he does so by making rules for convenient transaction of the business of Government of India or the Government of the State respectively or by allocation among his Ministers of the said business, in accordance with Article 77(3) and 166(3), respectively. Wherever, the Constitution requires the satisfaction of the President or the Governor for the exercise of any power or function by the President or the Governor as the case may be, as for example, in Articles 123,213, 311(2), Proviso (c), 317, 352(1), 356 and 360, the satisfaction required by the Constitution is not the personal satisfaction of the President or of the Governor but is the satisfaction of the President or of the Governor in the constitutional sense under the Cabient system of Government. The reasons are these. It is the satisfaction of the Council of Ministers on whose aid and advice the President or of the Governor generally exercises all his powers and functions. The reasons are these. It is the satisfaction of the Council of Ministers on whose aid and advice the President or of the Governor generally exercises all his powers and functions. Neither Article 77(3) nor Article 166(3) provides for any delegation of power. Both Articles 77(3) and 166(3) provide that the President under Article 77(3) and the Governor under Article 166(3) shall make rules for the more convenient transaction of the business of the Government and the allocation of business among the Ministers of the said business. The rules of business and the allocation among the Ministers of the said business all indicate that the decision of any Minister or Officer under the rules of business make under these two Articles viz., Article 77(3) in the case of the President and Article 166(3) in the case of the Governor of the State is the decision of the President or the Governor respectively. 31. Further the rules of business and allocation of business among the Ministers are relatable to the provisions contained in Article 53 in the case of the President and Article 154 in the case of the Governor, that the executive power shall be exercised by the President or the Governor directly or through the officer subordinate. The provisions contained in Article 74 in case of the President and Article 163 in the case of the Governor there shall be a Council of Ministers to aid and advise the President or the Governor, as the case may be, are sources of the rules of business. These provisions are for the discharge of the executive powers and functions of the Government in the name of the President or the Governor. Where functions entrusted to a Minister are performed by an official employed in the Ministers Department there is in law no delegation because constitutionally the act or decision of the official is that of the Minister. The official is merely the machinery for the discharge of the functions entrusted to a Minister (See Halsburys Laws of England 4th Adn. Vol. I, Paragraph 748 at p. 170 and Carltona Ltd. V/s. Works Commers. (1943) 2 All ER 560 (CA)). 18. The Governor of Bihar, in exercise of power conferred under Article 166(3) of the Constitution of India made Rules of Executive Business (for short the Rules). Vol. I, Paragraph 748 at p. 170 and Carltona Ltd. V/s. Works Commers. (1943) 2 All ER 560 (CA)). 18. The Governor of Bihar, in exercise of power conferred under Article 166(3) of the Constitution of India made Rules of Executive Business (for short the Rules). Rule 5 of the Rules provides that the business of the Government shall be transacted in the departments specified in the First Schedule and shall be classified and distributed between those departments as laid down therein. Rule 12(1) provides, inter alia, that no department shall without previaus consultation with the Finance Department authorise any orders (other than orders, pursuant to any general or special delegation made by the Finance Department) with regard to the matter involved therein. Clause (b) of the said Rule relates to the number of grading or cadre of posts or the emoluments or other conditions or service of posts. In the First Schedule, the Secondary Primary and Adult Education Department is at Item No. 39. The control of the Corporation is under the aforesaid Department. The Finance Department is at Item No. 6. It vide respondent No. 2124 dated 1-3-1976 created a Bureau (respondent No. 4) and it is shown as one of the departments of the Finance Department under Item No. 6(41) of the First Schedule of the Rules. One of the power and functions of the Bureau is to advise and co-ordinate about the salary and service conditions of the Public Sector Undertakings. A copy of the said resolution has been appended as Annexure 4/A of the counter-affidavit filed on behalf of respondent Nos. 3 and 4 in the appeal. 19. The Government of Bihar, Finance (Public Enterprises Bureau) Department, vide Notification dated 1-3-1985, has put several public undertakings and corporations, including the corporation in question under the control/purview of the Bureau. The Corporation has been described in the aforesaid notification at Category (Kha) (Services Oriented Corporations). Thus, according to the decision taken by the State Government, the Corporation is under the control/purview of the Bureau and one of the powers and functions of the Bureau, as stated above, is to advise and coordinate about the salary and service conditions of the Public Sector Undertakings, which include the Corporation. 20. Thus, according to the decision taken by the State Government, the Corporation is under the control/purview of the Bureau and one of the powers and functions of the Bureau, as stated above, is to advise and coordinate about the salary and service conditions of the Public Sector Undertakings, which include the Corporation. 20. In order to remove the anomaly in the pay-scale of the Corporations/ Undertakings, a High Level Committee was constituted in the year 1994 under the chairmanship of the Member, Board of Revenue, but the same has been dissolved by the notification issued by the Government of Bihar, Finance (Bureau of Public Enterprises) Department dated 8-2-2000, a copy of which has been appended as Annexure 2 to the memorandum of appeal. It further appears that prior to 8-2-2000, the Finance (Bureau of Public Enterprises) Department, Bihar, Patna, by letter dated 11-1-2000 had informed to all the Public Undertakings/Corporations, including the Corporation in question, that it is under the active consideration of the Government to constitute a Pay Revision-cum-Fitment Committee and in that view of the matter till the final decision is taken with regard to the same, no action has to be taken with regard to the revision of the pay-scale. It is further mentioned therein that some Boards and Corporations are implementing the revised scale without prior approval of the Bureau and the concerned Boards/Corporations/Undertakings have been restrained from implementing the new scale or revised scale without prior approval of the Bureau. A copy of the said letter has been appended as Annexure 2 to the memorandum of appeal. 21. Thus, the word Governor has been used in the Articles of Association in the constitutional sense, that is to say, the Governor has to exercise his function with the aid and advice of the Council of Ministers. There is nothing in the Articles of Association to show that the Governor can exercise his own discretion in discharging any of the functions under the Articles of Association. The Governor has already framed the Rules of Executive Business, according to which the control of the Corporation is under the Department of Secondary, Primary and Adult Education. The Bureau is one of the wings of the Finance Department as per the Schedule to Rule of the Executive Business framed by the Governor. The Governor has already framed the Rules of Executive Business, according to which the control of the Corporation is under the Department of Secondary, Primary and Adult Education. The Bureau is one of the wings of the Finance Department as per the Schedule to Rule of the Executive Business framed by the Governor. One of the functions of the Bureau is to advise and co-ordinate about the salary and service conditions of the Public Sector Undertakings. The Corporation is one of the Undertakings under the control of the Bureau. Thus, the Bureau is competent to issue directions with regard to salary and service conditions of the employees of the Corporation under Article 95 of the Articles of Association. As stated above, there can be no dispute that the fixation of salary or revision of the pay-scale concerns the finances, conduct of business and affairs of the Company. If the Bureau has already issued direction for its prior approval in the matter of revision of salary etc. of the employees of the Corporation, the letter (the Corporation_ cannot revise the pay-scale without its approval. 22. In the view of the matter, approval of the Bureau is necessary for fixation or revision of salary etc. 23. So far as the two letters dated 1 -2-1983 and 22-7-1985, issued by the Finance (Public Enterprises Bureau) Department, as contained in Annexures X and Y respectively to the supplementary affidavit filed by the writ petitioner-respondent in the writ petition are concerned, the said letters are not relevant for deciding the question in controversy. The letter dated 1-3-1983 relates to the approval of the revised pay-scale as provided by the IVth Pay Revision Committee and not with regard to the Vth Pay Revision Committee. Though in the said letter, it is stated that the employee attached to the Press are beyond the purview of Bureau, but it appears from the record that the Vth Pay Revision Committee has recommended for the pay-scale of the employees attached to the Press also. The second letter dated 22-7-1985 was with regard to matter of promotion and not with regard to the revision of pay-scales. This apart, as stated above, in view of the subsequent direction of the Bureau as contained in letter dated 11-1-2000 regarding prior approval with regard to revision of pay the said letter cannot be taken into consideration for deciding the matter in controversy. 24. This apart, as stated above, in view of the subsequent direction of the Bureau as contained in letter dated 11-1-2000 regarding prior approval with regard to revision of pay the said letter cannot be taken into consideration for deciding the matter in controversy. 24. Thus, after considering the question from different angles, I am of the considered view that approval of the Bureau is necessary for fixation, revision etc. of the pay-scales of the employees of the Corporation. I do not agree with the view of the learned Single that the Corporation is competent to take a final decision. 25. In the result, the appeal is allowed and the impugned order passed by the learned Single Judge is set aside. Admittedly, the Board of Directors has sent the matter to the Bureau for its approval and the matter is pending there since long. Accordingly, the Bureau is hereby directed to take a final decision in the matter according to law and communicate the same to the Corporation within a period of four months from the date of production of a copy of this order. 26. Before, I part with this order, I must express my appreciation for the valuable assistance rendered by Shri Ram Balak Mahto, Senior Advocate, as Amicus Curiae. S.K.Katriar, J. 27 I agree.