JUDGMENT : A.K. Patnaik, J. - Petitioner Nos. 1. 2 and 4 are registered Trade Unions and Petitioner No. 3 is a Society registered under the Societies Registration Act. They represent the Non-Executive category of employees working in the Paradeep Phosphates Limited (for short, "PPL"). The entire share capital of PPL was held by the Government of India. On the recommendation of the Dis-investment Commission, the Government of India decided to disinvest 74 per cent of its equity shares in the PPL through strategic sale to a strategic buyer and transfer the management control of the said company to the strategic buyer. Apprehending that the said decision of the Government of India to disinvest 74 per cent of its share in PPL would affect the status of the members of the Petitioner-Unions and their conditions of service, they have filed this writ petition. 2. The Petitioners have stated in the writ petition that the wages and other benefits of the employees of the PPL are being fixed and revised from time to time by settlements arrived at between the management and' the Petitioner-Unions and the settlements have been given effect to till the end of 1996. For the period from 1.1.1997, a settlement was made in the year 2000 and was also approved by the Board, but the same has not been implemented till date thus leaving the legitimate and legal dues of the employees to be paid by the management. The Petitioners have further stated in the writ petition that the PPL has a recruitment policy which has been accepted and agreed to by the Management and all the Unions and the said recruitment policy is being followed by the PPL. The Petitioners have further stated in the writ petition that the PPL has a recruitment policy which has been accepted and agreed to by the Management and all the Unions and the said recruitment policy is being followed by the PPL. They have also stated in the writ petition that : different medical facilities are being given to the employees which includes free medical treatment and reimbursement; the employees are also availing insurance benefits in case of death during the employment and all other insurance benefits; the employees are being provided with quarter facilities at the plant-site and the allotment of quarters is being made on seniority basis; the employees also get T.A. and D.A. which have been revised from time to time; a production incentive scheme has also been launched to ensure better products; and persons belonging to S.C. and S.T. communities are also enjoying some benefits as per the instructions of the Government of India with regard to reservation of post, relaxation of age, experience, etc. The Petitioners have particularly stated that on 22.2.2001 the Management of PPL entered into a Memorandum of Understanding (hereinafter referred to as "MOU") with the Petitioner No. 1 Union and the terms of settlement in the said MOU cover Pay Scales, V.D.A., Annual increment. House Rent Allowance, City Compensatory Allowance, Perks, Production and Productivity incentives, etc. As per the said MOU dated 22.2.2001, the benefits and revision of pay scales thereunder are to be effected retrospectively from 1.1.1997 and the settlement under the said MOU was to remain valid till 31.12.2006. It has further been stated in the writ petition that the terms of settlement for revision of wages in the said MOU have been approved by the Board of PPL in its meeting held on 31.3.2002 and while the matter stood thus, the Government of India took the decision to disinvest 74 per cent of its share in the PPL and to sell the same to a private party. The Petitioners have prayed for a direction to the opposite parties to ensure protection of service conditions and service benefits enjoyed by the Non-executive categories of employees while making transfer of the Undertaking through the process of disinvestment and a direction to the opposite parties for including the liability with regard to the claims of the employees in the terms and conditions of transfer. The Petitioners have also prayed that the financial and other dues of the employees accrued by virtue of the MOU and the resolution of the Board should be disbursed before the final transfer of the Undertaking. 3. On 18.2.2002, this Court issued notice of the writ petition on the question of admission and. in the interim, directed that the process of disinvestment and transfer of the Undertaking may continue as per the policy decision of the Government, but the service conditions of the existing employees of opposite party No. 2 shall not be altered to their prejudice till the next date. This interim order dated 18.2.2002 has continued to be in force. 4. On 10.4.2002 a counter-affidavit was filed on behalf of opposite party No. 2, PPL, stating therein that the Government of India was no longer the owner of the PPL and Zuari Maroc Phosphates Private Limited became the owner of the PPL with effect from 28.2.2002 when a Share-holders Agreement was executed between the President of India and Zuari Maroc Phosphates Private Limited and the erstwhile Board of the PPL was dissolved on the said date! In the said counter affidavit filed on behalf of opposite party No. 2, it is further stated that after the change of Management. PPL have entered into an agreement for upward revision of wages alongwith the V.D.A., Annual Increment. House Rent Allowance. Perks and other benefits on 22.3.2002 with effect from 1.1.1997 and accordingly, the wages have been revised and paid to the workmen and Non-executives. It is further stated in the counter affidavit filed on behalf of opposite party No. 2 that in Clauses-F and G of the Preamble of the Shareholders Agreement executed between the President of India and Zuari Maroc Phosphates Private Limited on 28.2.2002 the parties have agreed that all employees of the company will continue in the employment of the company and that the Government's employment policies for giving benefits to the members of Scheduled Castes and Scheduled Tribes, physically handicapped persons and other socially disadvantaged category will be recognised by the strategic partner. It is also provided in the said agreement that there will be no retrenchment of worker in the first year after the closing date and thereafter restriction of any labour force would be implemented in a manner recommended by the Board of Directors of the Company as provided under the applicable laws. It is also provided in the said agreement that there will be no retrenchment of worker in the first year after the closing date and thereafter restriction of any labour force would be implemented in a manner recommended by the Board of Directors of the Company as provided under the applicable laws. It is also stated in the said counter affidavit filed on behalf of opposite party No. 2 that the service conditions of the employees are governed by the Standing Order of the company and any change in the conditions thereto can only be made in accordance with the law made by the PPL. Some Clauses of the agreement were also extracted in the counter-affidavit filed on behalf of opposite party No. 2 to show that the service conditions of the employees of the PPL had been adequately protected. 5. On 6.5.2002, a memo was filed on behalf of the Union of India by its Senior Standing Counsel stating that Government had disinvested its 74 per cent equity held in PPL to M/s. Zauri Maroc Phosphates Private Limited and had also transferred management control to the said company on 28.2.2002. In the said memo, it is also stated that in order to safeguard the service conditions and welfare of the employees of the PPL, the strategic partner had agreed on certain matters which have been enumerated in the said memo. In the last paragraph of the said memo, it has been stated that Government has ensured protection of service conditions of the employees before disinvestment of its equity to the strategic partner. 6. On 13.5.2002, copies of the Share-holders Agreement between the President of India and Zuari Maroc Phosphates Limited were filed in Court and were also furnished to the learned Counsel for the Petitioners by the counsel for opposite party No. 2. On 17.5.2002, the case could not be heard at length on account of paucity of time. Mr. Ganeswar Rath appearing for opposite party No. 2, however, stated that the Management of opposite party No. 2 wanted to alter the lunch hour and to introduce the system of punching card for the purpose of attendance, but the Petitioner Unions had objected to the said proposal of the Management stating that the same cannot be done on account of the interim order of the Court dated 18.2.2002. The Court, while directing listing of the matter after Summer vacation on 20.6.2002, observed that in the meanwhile all efforts should be made by the Petitioners and Management of opposite party No. 2 for running the industry without any bottlenecks and directed that the representatives of the Petitioner Unions and the Management will jointly discuss and try to sort out the problems for alteration of lunch hour and introduction of punching card system and that, the minutes of discussion would be filed alongwith an affidavit either by the Petitioners or by opposite party No. 2. The case was listed thereafter on 20.6.2002 and the matter was heard at length. At the close of the argument, the Court had orally permitted the counsel for the parties to file their affidavits with regard to the discussion between the Petitioner Unions and the Management pursuant to orders passed by the Court on 17.5.2002. 7. On 20.6.2002 Mr. S.B. Nanda. learned Counsel for the Petitioners submitted that by the MOU reached on 22.2.2001 between the Management of PPL and its workmen represented by the Pradeep Phosphates Limited Employees union and in particular, in paragraph 4 thereof, the existing pay scales of the workmen category employees were revised by the new pay scales of the workmen category employees were revised by the new pay scales with effect-from 1.1.1997 and under paragraph 14.2 of the said MOU, the benefits of wage revision and payment of arrears arising out of the settlement were to be applicable to all employees and ex-employees who ceased to be on the rolls of the company during the intervening period from 1.1.1997 to the date of signing of the MOU on pro-rata basis. He submitted that u/s 18(1) of the Industrial Disputes Act, 1947 (for short, "the Act"), a bipartite settlement under the said MOU is pending with the management of the PPL and u/s 19(1) of the Act, a settlement comes into operation on the date on which the Memorandum of Understanding is signed by the parties to the dispute. According to Mr. According to Mr. Nanaa, therefore, the liability of the PPL to pay the revised wages of the workmen with effect from 1.1.1997 arose on the date from which the settlement was made under the MOU on 22.2.2001 and the arrear wages of the workmen on account of the difference between the revised wages and the wages paid to the workmen cannot be deferred any longer by the PPL. He argued that despite the said position of law in course of discussion between the Management and the representatives of the Petitioner Unions on 20.5.2002 on the alteration of the lunch hour and introduction of punching card system for the purpose of attendance, the Management initiated a discussion for deferment of payment of arrear wages. He submitted that the Court should direct conciliation through the District Labour Officer, Jagatsinghpur between the Management and the workmen represented by the Petitioner Unions with regard to the payment of arrear wages on account of the revision of pay scales of the employees with effect from 1.1.1997. 8. Mr. Ganeswar Rath appearing for opposite party No. 2 on the other hand, submitted that an such direction for conciliation by the District Labour Officer, Jagatsinghpur between the Management and the representative of the workmen on the payment of arrear wages of the workmen on account of revision of pay Scales with effect from 1.1.1997 would be outside the scope of the reliefs claimed in the writ petition. He submitted that the reliefs claimed in the writ petition are confined to directions to opposite parties to protect the service conditions of the Non-executive categories of employees working under the PPL and to include the liability with regard to the claim of the said employees in the terms and conditions of the transfer to the strategic partner. He referred to recitals F and G of the Preamble of the Share-holders Agreement, the definition of "maximum benefits" in Article 1, Clauses 7.4, 2.3 of Article 2, clauses 7.2(e) and (j) of Article 7. Clause 7.4 (b)(ii) of Article 7 and serial No. (xxv) of Schedule-I of the Share-holders Agresment between the President of India and Zuari Maroc Phosphates Private Limited dated 28th February, 2002, to show that the conditions of service of the employees of PPL are sufficiently protected and are not going to be affected by the change of the management. Mr. Clause 7.4 (b)(ii) of Article 7 and serial No. (xxv) of Schedule-I of the Share-holders Agresment between the President of India and Zuari Maroc Phosphates Private Limited dated 28th February, 2002, to show that the conditions of service of the employees of PPL are sufficiently protected and are not going to be affected by the change of the management. Mr. Rath cited the decision of the BALCO Employees Union (Regd.) Vs. Union of India and Others in which the Supreme Court has held that the workers' interest was adequately protected in the process of disinvestment under the law and the service conditions of the workers were governed by the Certified Standing Orders of the company and any change of conditions thereto can be made in accordance with law. Mr. Rath submitted that it will be clear from the Share-holders Agreement that the strategic partner had agreed to take over all the liabilities and the commitments. of the PPL which would include liability to pay the arrear wages of the employees on account of the revision of their pay scales with effect from 1.1.1997. But, he vehemently argued that the Share-holders Agreement did not state that the arrear wages are to be paid immediately on the take over of the company by the new Management. Regarding the discussions which took place between the Management and the Petitioner Unions during May, 2002 he stated, that in the said discussions, the Petitioners had agreed for introduction of punching card system for the purpose of attendance and change of office time, as would be clear from the letter dated 24.5.2002 a copy of which has been annexed as Annexure-1 to the affidavit filed in Court on 19.6.2002. 9. The first relief claimed in the writ petition is that a direction be issued to the opposite parties to ensure protection of service conditions and service benefits enjoyed by the Non-executive category of employees while making transfer of the Undertaking through the process of disinvestment. The transfer of the Undertaking has been made by the Government of India transferring 74 per cent of its equity shares in PPL in favour of the strategic buyer alongwith transfer of management and control. The result is that PPL continues to be the employer of the employees who are members of the four Petitioner Unions/Associations. The transfer of the Undertaking has been made by the Government of India transferring 74 per cent of its equity shares in PPL in favour of the strategic buyer alongwith transfer of management and control. The result is that PPL continues to be the employer of the employees who are members of the four Petitioner Unions/Associations. As has been held by the Supreme Court in BALCO Employees Union (Regd.) v. Union of India and Ors. (supra): 59. As a result of disinvestment of 51% of the shares of the company, the management and control, no doubt, has gone into private hands. Nevertheless, it cannot, in law, be said that the employer of the workmen has changed. The employees continue to be under the company and change of management does not in law amount to a change in employment. Thus, by the disinvestment of 74 per cent of the shares in PPL and by transfer of the management and control from the Government of India to the strategic partner, the employer of the members of the four Petitioner Unions/Associations remains the same and the members of the four Petitioner Unions/Associations continue to remain as employees under the PPL and change of management does not in law amount to change in employment. The service conditions of the members of the four Petitioner Unions/Associations also continued to be governed by the Certified Standing Orders of the PPL and any change in the said service conditions in the Certified Standing Orders o! ?PL ran only be made in accordance with law as has been held in para 54 of the said judgment of the Supreme Court in BALCO Employees Union (Regd.) v. Union of India and Ors. (supra). 10. Moreover, there are stipulations in the Share-holders Agreement between the President of India and Zuari Maroc Phosphates Private Limited dated 28th February, 2002 which protect the service conditions and the benefits enjoyed by the employees working under the PPL at the time of transfer of the Undertaking from the Government of India to the strategic partner. Recital-F of the Share-holders Agreement provides, that all employees of the company will continue in the employment of the PPL. "Employee" has been defined to mean persons who are in the rolls of the PPL on the closing date and shall include workmen, managers and supervisors but shall exclude the directors of the Company prior to the closing date. Recital-F of the Share-holders Agreement provides, that all employees of the company will continue in the employment of the PPL. "Employee" has been defined to mean persons who are in the rolls of the PPL on the closing date and shall include workmen, managers and supervisors but shall exclude the directors of the Company prior to the closing date. Article 7.2(e) of the Share-holders Agreement further provides that the employees of the company shall not be retrenched for a period of one year from the closing date other than a dismissal or termination of an employee from their employment in accordance with the applicable Staff Regulation. Standing Orders of the Company and applicable law. It further provides that after the period of one year, no retrenchment of an employee shall be undertaken unless the said employee is given the benefit that is equal to or exceed the maximum benefits. "Maximum benefits" has been defined to mean employment benefits which are higher of (a) the terms of the voluntary retirement scheme as provided by the Department of Public Enterprises (Government of India) guidelines and applicable to the company on the closing date or (b) the terms of voluntary retirement scheme as applicable to the company on the closing date. Thus, it appears that the service conditions and the service benefits enjoyed by the Non-executive category of employees have been adequately protected by the transfer of Management from the Central Government to the strategic partner in the disinvestment process. 11. The second relief claimed in the writ petition is that a direction be issued to the opposite parties for inclusion of the liability with regard to the claims of the employees in the terms and conditions of transfer. The Share-holders Agreement dated 28th February, 2002, which contains the terms and conditions of the transfer, contains stipulations in this regard. Article 7.2(j) of the Share-holders Agreement provides that the strategic partner shall and the Principals shall cause the strategic partner to cause the Company to honour all the outstanding contracts and commitments and ensure timely payment of all the existing debts and/or liabilities of the Company outstanding as on the closing date. Article 7.2(j) of the Share-holders Agreement provides that the strategic partner shall and the Principals shall cause the strategic partner to cause the Company to honour all the outstanding contracts and commitments and ensure timely payment of all the existing debts and/or liabilities of the Company outstanding as on the closing date. Thus, the terms and conditions of the transfer of equity shares of 74 per cent from the Government of India to the strategic partner has made provision for inclusion of the liability of PPL with regard to the claim of the employees and no direction need be issued to the opposite parties for inclusion of such liability with regard to the claims of the employees in the terms and conditions of the transfer. 12. The third relief claimed in the writ petition is that a direction be issued for disbursement of the financial and all other dues of the employees accrued by virtue of MOU and the resolution of the Board of Directors of PPL. The MOU reached on 22.2.2001 between the Management of PPL and its workmen contained terms of settlement between the Management of PPL and its workmen with regard to service conditions relating to Pay Scales. Variable Dearness Allowance, Annual Increment, House Rent Allowance, City Compensatory Allowance, Perks. Productivity Incentives, etc. para 4.0 of the said MOU provides that the existing pay scale of different categories of employees will stand revised by the new pay scale shown in Annexure-T to the MOU with effect from 1.1.1997. The Board of Directors of PPL in its meeting held on 31.3.2002 discussed the revision of the scales of pay including D.A., H.R.A. and CCA. and approved the revision for the Non-Executive employees of the PPL effective from 1st of January, 1997 by a resolution. The proceedings of the said meeting of the Board of Directors held on 31.3.2002 annexed to the writ petition as a part of Annexure-2 are quoted herein below: The Board discussed the proposal for revision of scales of pay including D.A. H.R.A. and C.C.A. in respect of non-executive employees of the Company as proposed in the Agenda. The proceedings of the said meeting of the Board of Directors held on 31.3.2002 annexed to the writ petition as a part of Annexure-2 are quoted herein below: The Board discussed the proposal for revision of scales of pay including D.A. H.R.A. and C.C.A. in respect of non-executive employees of the Company as proposed in the Agenda. The Board was informed that the proposed revision of scales of pay and allowance of the workmen is as per the Wage Negotiation made with the Trade Unions in accordance with the guidelines/parameters issued by the Government of India, Department of Public Enterprises vide its Office Memorandum No. 2(11)/96-DPE(WC) dated the 14th January, 1999 and 26th July, 2000. After due deliberation the Board approved the proposal for revision of-scales of pay and allowances for non-executive employees and passed the following resolutions: RESOLVED THAT the pay revision proposal for the non-executive employees of PPL effective from the 1st January, 1997 as proposed in the Agenda be and is hereby approved subject to approval of the Government of India. "FURTHER RESOLVED THAT the Chairman & Managing Director of the Company be and is hereby authorised to implement the above revision of pay and allowances for non-executive employees after obtaining approval of the Government of India. In view of the present financial problems in the Company the Board decided that arrears, if any, payable to the non-executive employees on account of this pay revision be r leased in suitable instalments after the financial condition of the Company improves. The Board also decided that perks would not be revised at this stage. It will appear from the aforesaid proceedings that the Board of Directors of the PPL. while approving the pay revision proposal for non-executive employees of PPL effective from 1st of January. 1997, also observed that in view of the present financial problems of the company, the arrears, if any, payable to the non-executive employees on account of the pay revision be released in suitable instalments after the financial condition of the company improves. while approving the pay revision proposal for non-executive employees of PPL effective from 1st of January. 1997, also observed that in view of the present financial problems of the company, the arrears, if any, payable to the non-executive employees on account of the pay revision be released in suitable instalments after the financial condition of the company improves. After the transfer of the Management from the Central Government to the strategic partner pursuant to the Share-holders Agreement dated 28th of February, 2002, a further Memorandum of Settlement appears to have been reached on 22.3.2002 between the new management of PPL and its workmen and a copy of the said MOU reached on 22.3.2002 has been annexed to the counter affidavit filed on behalf of opposite party No. 2 as Annexure-A. Under the settlement, the pay scales of the workmen category of employees have been revised and replaced by new pay scales as shown in Annexure-1 to the said MOU with effect from 1.1.1997. The said settlement covers also Variable Dearness Allowance. Annual Increments, House Rent Allowance. House Rent, Electricity and Water Charges, Perks. City Compensatory Allowance, etc. It has also been stated in paragraph 6 of the counter-affidavit filed on behalf of opposite party No. 2 that the wages as per the said revision has been paid to the workmen and non-executives, but it appeals that the arrears on account of the pay revision with effect from 1.1.1997 as per the settlement have not been paid-to the workmen category of employees of PPL. The aforesaid discussion would show that although by MOU the pay revision effective from 1.1.1997 for the employees has been agreed in the MOU between the Management and the workmen reached on 22.2.2001, the MOU is silent as to when the arrears on account of the Pay Revision effective from 1.1.1997 will be disbursed to the workmen. On the other hand, the Board of Directors before the change of transfer of shares and management to the strategic partner in its resolution had decided that the arrears, if any, on account of the Pay Revision, be released in suitable instalments, after the financial condition of the company improves. There is no material filed in this case to show that the financial condition of PPL had improved thereafter. There is no material filed in this case to show that the financial condition of PPL had improved thereafter. On these facts, we are not inclined to issue a direction in this writ petition that the financial and other dues of the employees accrued by virtue of the MOU and the resolution of the Board of Directors of the PPL be disbursed to the employees. 13. Besides the three reliefs discussed above, no other relief has been claimed in the writ petition. On 17.5.2002, the Court, while directing this case to De listed on 20.6.2002 after the Summer Vacation, had directed that the representatives of the Petitioner Unions and the Management will jointly discuss and try to sort out the problems regarding alteration of lunch hour and introduction of punch card system only with a view to ensure that the industry runs without any bottleneck till the writ petition is taken for hearing again on 20.6.2002 after the Summer Vacation. The Court had also ordered on 17.5.2002 that the minutes of the discussions shall be filed alongwith the affidavit either by the Petitioners or by opposite party No. 2. Pursuant to the said orders passed on 17.5.2002, it appears that there was discussion between the Petitioner Unions and the Management on alteration of lunch hour and introduction of punch card system. But, there is dispute between the petition Unions and opposite party No. 2 with regard to the discussions that took place and the agreement that was aggrieved at between the Management and the workmen. On behalf of the Petitioners, it has been submitted that the Management also attempted to initiate discussion for deferment of payment of arrears on account of pay revision effective from 1.1.1997 and that a direction be issued by the Court for conciliation through the District Labour Officer, Jagatsinghpur, with regard to payment of arrear wages on account of revision of Pay Scales with effect from 1.1.1997. We do not think that in this writ petition we should enter into these controversies between the parties and issue any direction as these are all matters which are outside the purview of the present writ petition. It is open to the parties to sort out these differences mutually or through conciliation under the Industrial Disputes Act, 1947. 14. The writ petition accordingly stands disposed of. It is open to the parties to sort out these differences mutually or through conciliation under the Industrial Disputes Act, 1947. 14. The writ petition accordingly stands disposed of. Considering, however, the facts and : rcumstances of the case, the parties shall bear their own costs. M. Papanna, J. 15. I agree.