B. LAMARE, J.— Heard Ms. C. Jajo, learned counsel assisted by Ms. Z. Zhimomi, learned counsel for the petitioner and Mr. RC. Deka, learned Sr. Counsel assisted by Mr. J. Roy and Mr. C.T. Jamir, learned counsel for the respondents. 2. The Nagaland Pulp and Paper Company Limited (NPPC for short) was incorporated as Company and registered under the Companies Acton 14th September, 1971. The total share capital of the Company was 10,000 shares out of which 8750 shares were held by the Hindustan Paper Corporation Ltd., (HPC in short) and 1250 shares by the State Govt. of Nagaland. It is a private Company within the meaning of Companies Act, 1956. 3. On 02.06.1980, an employment notice was issued by the HPC for recruitment of personnel for the HPC as well as for NPPC. The advertisement was issued by the HPC as a holding Company having the majority shares in the NPPC at Tuli. One of the posts advertised for the NPPC is Superintending Engineer (Mech) for Paper Machine. The petitioner applied for the post and also was called for interview. By letter dated 20.01.1981, NPPC has sent a letter of offer for appointment to the petitioner for the said post of Superintending Engineer (Mech) in the Company. The offer was accepted by the petitioner. 4. Presently the petitioner is working as Dy. General Manager (DGM) is Grade-E6 post. On November 29,2001 the HPC issued a circular No. 35/2001 dated 26th November, 2001 providing a scheme for voluntary retirement in the HPC. Simultaneously vide Circular No. 37/2001 dated 29th November, 2001 also the HPC announced a voluntary retirement scheme for NPPC. On issue of the said voluntary retirement schemes by the HPC, the petitioner applied for voluntary retirement vide application dated 11.12.2001 seeking voluntary retirement from the HPC claiming to be the employee of the HPC and not NPPC. The question, is therefore, as to whether the petitioner is an employee of the HPC or of the NPPC. 5. Before going further into the merits of the case, it may be noticed that the HPC or the NPPC were not made parties to this case. The State of Nagaland was also not made a party which is one of the share holders of the NPPC. The Chairman and Managing Director and the General Manager, P&A, HPC were made the parties. The Executive Director and Dy. The State of Nagaland was also not made a party which is one of the share holders of the NPPC. The Chairman and Managing Director and the General Manager, P&A, HPC were made the parties. The Executive Director and Dy. General Manager (P&A) of NPPC were also made parties. This petition, without making the HPC and NPPC as parties ought to have been dismissed on this ground alone. The HPC and NPPC are juristic persons registered under the Companies Act and without making them parties no order can be passed against the 2 Companies. However, since the Executives of both the Companies have contested the claim of the petitioner on behalf of the two companies, I am not inclined to throw away this petition at this stage as this point was also not raised by the counsel for the respondents. 6. Ms. C. Jajo, learned counsel for the petitioner vehemently urged that the petitioner applied for the post under the advertisement issued by the HPC. On completion of his probation the petitioner have been confirmed in service by the HPC. He was also transferred to the Mandya National Paper Mills (MNPM) by the HPC. In support of this contention, learned counsel draws the attention of this court to the letter dated 28-8-1989 issued by the HPC. Again the petitioner was transferred to the NPPC by the HPC on 01.07.1991. The Seniority List of all the Senior Managers(Engg) of the HPC and its subsidiaries was also published by the HPC. The pay scales of the Executives and Supervisors of HPC and its subsidiaries was also issued by the HPC vide Office Order No. 13 5/91 on 11-6-1991. In both the Seniority List and the pay scale, the name of the petitioner was also appears. The learned counsel, therefore, contended that all the above actions taken by the HPC in regard to service of the petitioner shows that the petitioner is directly an employee of HPC. Learned counsel also contended that even the promotion of the petitioner as Dy. General Manager (Engg) was granted by the HPC under Office order No. 567 98 dated 16th March, 1998. 7. The next contention of the learned counsel for the petitioner is that although the pay scale of the employee of the HPC and its subsidiaries were revised in 1992 and 1997, but the pay of the petitioner was not revised. General Manager (Engg) was granted by the HPC under Office order No. 567 98 dated 16th March, 1998. 7. The next contention of the learned counsel for the petitioner is that although the pay scale of the employee of the HPC and its subsidiaries were revised in 1992 and 1997, but the pay of the petitioner was not revised. Therefore, the pay scale of the petitioner remained stagnant in the same scale of pay till date as Dy. General Manager. 8. Mr. P.C. Deka, learned Sr. Counsel for the respondents at the very outset submitted that the HPC and the NPPC were two separate Companies registered under the Companies Act. Both are juristic persons in the eye of law. The NPPC was incorporated and registered under the Companies Act on 14-09-1971 and the HPC was incorporated and registered as Company under the Companies Act on 8th May, 1970. The HPC has major shares in the NPPC and therefore the HPC is the holding Company and the NPPC is a subsidiary of the HPC like any other subsidiaries. In support of this contention the learned counsel draws the attention of this court to the provisions of Sections 34 and 35 of the Companies Act, 1956. The learned counsel also submitted that besides NPPC there are other subsidiaries of the HPC viz., the Nagaon Paper Mills (NPM). The Cachar Paper Mills (CPM) and Mandya National Paper Mils (MNPM). The employees of these subsidiaries of the HPC cannot be equated with the employees of the HPC. The HPC having major shares in all these subsidiaries becomes the holding Company of the subsidiaries. The petitioner having appointed for one of the subsidiaries viz., the NPPC cannot claim the benefit of the voluntary retirement scheme under the HPC and as such he can only avail the voluntary retirement schemes under the NPPC as announced by the HPC. 9. Now the point to be seen is that whether the two Companies, the HPC and the NPPC are two distinct juristic persons. 10. In the case of Karanpura Development Company appellant vs. Union of India and Ors. Respondents, reported in 1988 (Supp) SCC 488, in paragraph 22 of the judgment the Apex Court held as follows :- "22. It is true that the company is a legal entity distinct from its shareholders. 10. In the case of Karanpura Development Company appellant vs. Union of India and Ors. Respondents, reported in 1988 (Supp) SCC 488, in paragraph 22 of the judgment the Apex Court held as follows :- "22. It is true that the company is a legal entity distinct from its shareholders. It is a juristic person and the fact that another company is a shareholder, even a major shareholder, does not affect the legal distinction between the two entities. The provisions of the Companies Act provide that in certain circumstances, where one company holds in another company shares up to and above a certain percentage of the equity shares capital, the former is deemed to be a holding company". 11. In the case of The State of Kerala, Appellant v. The General Manager, Southern Railway, Madras, Respondent, reported in AIR 1976 SC 2538 , the Apex Court in paragraph 7 of the judgment held as follows :- "7. The Act no doubt makes provision for the liability of the railway administration, but from that it does not follow that the railway administration is a separate legal entity having a juristic personality capable of being sued as such. The definition of "railway administration" in Section 3(6) of the Act that it would mean Manager of the railway does not warrant the inference that a suit against the railway administration can be brought against the Manager of that railway. We have to bear in mind the distinction between the owner of the railway, namely, the Union of India, and the authority which actually runs the railway and to whom duties have been assigned for this purpose by the Act. The manager of the railway under the Act is such authority. When, however, liability is sought to be fastened on the railway administration and a suit is brought against it on that account, the suit, in our opinion, would have to be brought against the Union of India because it is the Union who owns the railway and who would have the funds to satisfy the claim in case decree is awarded in such suit". 12. In the case of Rustom Cavasjee Cooper and Anr. 12. In the case of Rustom Cavasjee Cooper and Anr. Petitioner v. Union of India, reported in AIR 1970 SC 564 , a Constitution Bench of the Apex Court in paragraph 13 of the judgment held as follows :- "A company registered under the Companies Act is a Legal person, separate and distinct from its individual members. Property of the Company is not the property of the shareholders. A share-holder has merely an interest in the Company arising under its Articles of Association, measured by a sum of money for the purpose of liability, and by a share in the profit." 13. In the case of Tata E. & L. Co. Ltd., v. State of Bihar and Ors. reported in AIR 1965 SC 40 (V52 C 7), the Apex Court has distinguished between the shareholders of the Company and the Company. In the said case in a petition under Article 32 of the Constitution of India, the Apex Court held that the Company being a juristic and not a citizen of India cannot approach the Court under Article 32 of the Constitution. The shareholders under the veil of voicing the grievance of the Company has approached the Court, but the Apex Court held that it would not be proper to lift that veil and allow that shareholder to approach the Court under the garb of a citizen to avail of the provisions of Article 32. Therefore, the Apex Court held that the Corporation or Company being a juristic person cannot approach the Court under Article 32 of the Constitution. 14. From the above proposition of law as laid down by the Apex Court, it can conclusively be deduced that the HPC and the NPPC are two distinguished juristic persons and the HPC is only a shareholder in NPPC. 15. Coming to the case in hand, the employment notice issued by the HPC on 2-6-80 with regard to the post of Superintending Engineer (Mech) for Paper Machiner in the NPPC read as follows :- "HINDUSTAN PAPER CORPORATION LIMITED (A Government of India Enterprise) 75-C Park Street Calcutta-700016. HPC requires following personnel for its Projects and Subsidiary Company in Nagaland. For Nagaland Pulp & Paper Co. at Tuli Nagaland. 2) SUPERINTENDING ENGINEER (MECHANICAL) FOR PAPER MACHINE. Rs. 1500-60-1800-100-2000/-Degree in Mechanical Engineering. HPC requires following personnel for its Projects and Subsidiary Company in Nagaland. For Nagaland Pulp & Paper Co. at Tuli Nagaland. 2) SUPERINTENDING ENGINEER (MECHANICAL) FOR PAPER MACHINE. Rs. 1500-60-1800-100-2000/-Degree in Mechanical Engineering. Around 10 years experience in the respective fields in a reputed integrated Pulp & Paper Mill or in a large Chemical V Semi-Chemical process industry. Should have experience in project work including award of contracts and maintenance of plant and machinery. Knowledge and experience of preventive maintenance will be an added qualification. Diploma holders with adequate experience may also be considered." The above employment notice shows that the HPC called for application for the post available in the NPPC which is one of its subsidiary. The petitioner also in his application dated 23-8-80 addressed to the General Manager of HPC has stated as follows: "From K.C. Chandel Sr. Mechanical Engineer, Qr. No. IV/3 Bokajan Cement Factory P.O. Bokajan (782490) Karbi Anglong (Assam). Date: 23.8.1980 To The General Manager (P&A) 75-C Park Street, Hindustan Paper Corporation, Calcutta-16. Sub: Application for the post of Superintending Engineer (Mechanical) for Nagaland Pulp & Paper Corporation. (Paper Machine). Ref: Post at Sr. No.2, Employment Notice No. 2/ 6/80. Sir, Kindly find enclosed herewith my bio-data for the above post. You are requested to kindly give due - consideration to my application for which I feel myself suitable. I assure you my best services. Since the postal order is not available at Post Office, it will be provided at the time of interview. Thanking you, Yours faithfully, Enclo: A/A. Sd/-K.C. Chandel" The letter of offer for appointment dated 20.1.1981 was also issued to the petitioner by the NPPC. In the Seniority List of the Senior Manager (Engg) of the HPC, the name of the petitioner was also shown against the NPPC. 16. From the above position it clearly shows that the post for which the employment notice was issued was against the vacancy in the NPPC. The petitioner responded to the employment notice and applied accordingly. He was offered the appointment by NPPC and the same was accepted by him without objection. This appointment of the petitioner was never questioned by him, but he raised this question at the fag end of his service when the voluntary retirement scheme was introduced. The petitioner responded to the employment notice and applied accordingly. He was offered the appointment by NPPC and the same was accepted by him without objection. This appointment of the petitioner was never questioned by him, but he raised this question at the fag end of his service when the voluntary retirement scheme was introduced. Issuance of transfer orders of the petitioner by the HPC was done as per Company norms which generally done by the Holding Company in respect of its subsidiaries. So also publication of seniority list by HPC was part of its duties as Holding Company, but even in such seniority list the petitioner is shown against NPPC. 17. The two corporations were incorporated and registered separately under the Companies Act, 1956. They are two different legal entity for which they can sue or be sued. They also have their respective assets and liabilities and the management of the corporations were carried out separately by their respective Board of Directors. It is no doubt that the Holding Company having majority shares in the subsidiary has the upper hand in the administration of its subsidiary. 18. The orders passed by the Holding Company in respect of any employees of the subsidiary is in the usual course of management of the business of the subsidiary, but this action by the Holding Company cannot be taken as a guarantee that the employee of the subsidiary transferred by the Holding Company shall become the employee of the Holding Company. The employees of the Holding Company are quite separate from those of its subsidiaries, and therefore, the employees of the subsidiaries cannot be equated with those of the Holding Company. The petitioner being appointed in NPPC and continues in the service of the NPPC till date except his transfer to other subsidiary remains the employee of the NPPC. He was not absorbed by the HPC at any point of time. Therefore, the contention of the petitioner that the issuance of the transfer order and seniority list by the HPC makes him an employee of the HPC cannot be accepted. 19. The next question to be seen is whether the petitioner is deprived of the benefits of the pay revision in 1992 and 1997 which was granted to the employees of the HPC and its subsidiaries. 19. The next question to be seen is whether the petitioner is deprived of the benefits of the pay revision in 1992 and 1997 which was granted to the employees of the HPC and its subsidiaries. In view of the above finding with regard to the service of the petitioner belonging the NPPC, the point to be looked into as to whether there is a pay revision of the employees of the NPPC. The Circular No. 4/1996 dated 27/1/96, Annexure-B to the writ petition issued by the HPC regarding revision of pay of scales of the non unionised supervisors and executives relates only to the employees of the HPC and its subsidiaries, the Hindustan Newsprint Limited (HNL). The Circular No. 27/2000 dated 29.9.2000. Annexure-H to the writ petition relates to revision of scales of pay of the Executives and non-unionised supervisors in HPC and its subsidiaries the NPM, CPM and CHD with effect from 1.1.1997. A perusal of the records further shows that the HPC has not revised the scale of pay of the employees of the NPPC. That being the position, the petitioner who belonged to the NPPC cannot claim benefits of these pay scales of the HPC and its other subsidiaries. 20. In the case of Associate Banks Officers Association, Petitioner v. State Bank of India and others, Respondents reported in (1998)1 SCC 428 , the Apex Court has held that: "....... The subsidiary banks are not in a comparable position. Nor are their scales of operation comparable to the State Bank of India. The responsibilities of their officers are not comparable in view of the extent of operations of the subsidiary banks. In these circumstances, if the State Bank of India has offered increments to persons joining the State Bank of India, the same cannot be given to the officers joining the subsidiary banks. All the grievances center around these benefits. We do not think that the State Bank of India and the subsidiary banks are in a comparable position in this regard." 21. Taking the above ratio laid down by the Apex Court, the scale of pay of the petitioner cannot be equated with the scale of pay of the employees of the HPC. 22. In view of the above decisions arrived at as stated above, the petitioner is not entitled to the scheme of Voluntary Retirement Scheme under the HPC. Taking the above ratio laid down by the Apex Court, the scale of pay of the petitioner cannot be equated with the scale of pay of the employees of the HPC. 22. In view of the above decisions arrived at as stated above, the petitioner is not entitled to the scheme of Voluntary Retirement Scheme under the HPC. He is only entitled to the Scheme of Voluntary Retirement as provided under NPPC. For the foregoing reasons, there is no merit in this petition and accordingly it is dismissed. In the facts and circumstances of the case I pass no order as to the costs.