JUDGMENT : Jyotirmay Bhattacharya, J. Three appeals were filed by three different respondents challenging the order passed by the learned Single Judge of this Court on 14th May, 2013 in W.P. No.881 of 2007. 2. The appeal which was filed by the State Trading Corporation of India Limited and Another was registered as A.P.O No.322 of 2013. The appeal which was filed by the Projects & Equipments Corporation of India Limited and Another was registered as A.P.O No.327 of 2013. The other appeal which was filed by the Union of India was registered as A.P.O No.350 of 2014. A cross-objection has also been filed by the writ petitioner in connection with those appeals by challenging the self-same order passed by the learned Single Judge of this Court as mentioned above. Since all these appeals and the cross-objection arise out of a common judgment passed by a learned Single Judge of this Court in the writ petition, we heard all these three appeals and the cross-objection simultaneously and proposed to dispose of those appeals and the cross-objection by a common judgment. 3. Let us narrate the brief facts of the case leading to filing of the writ petition and ultimately these appeals and the cross-objection. The writ petitioners were employees under the Tea Trading Corporation of India Limited which was established as a Government of India Enterprise under the Ministry of Commerce and Industry. The said company is hereinafter referred to as TTCIL. The State Trading Corporation of India Limited is another Government company under the Ministry of Commerce and Industry. The Projects & Equipments Corporation of India Limited is another Government Company under the Ministry of Commerce and Industry. The State Trading Corporation of India Limited is hereinafter referred to as "STC" and the Projects & Equipments Corporation of India Limited is hereinafter referred to as "PEC". 4. TTCIL, wherein the petitioners were employed, became a losing concern as it had accumulated losses of Rs.12.95 crores as on 31st March, 1985. With a view to revive the said company, the Government of India through its Ministry of Industry and Commerce, New Delhi took various measures so that the employment of the then existing employees of TTCIL could be protected on the existing terms and conditions of their services. On 21st November, 1985 the Government had approved the conversion of TTCIL into a subsidiary of STC on certain terms and conditions. On 21st November, 1985 the Government had approved the conversion of TTCIL into a subsidiary of STC on certain terms and conditions. Thus, TTCIL was made a subsidiary of STC by transfer of shares held by the Government in favour of STC for a token consideration of Re. 1/-. The Board of Directors of TTCIL, as a subsidiary of STC, comprises of Chief Executive and three functional Directors in addition to five part-time Directors from STC, Tea Board and Ministry of Commerce. Though certain measures were taken by STC, the holding company, for revival of the subsidiary company TTCIL but ultimately the subsidiary company could not be revived. The salaries and wages of the employees of the TTCIL were paid by STC in a most irregular manner from August, 1996 to May 1997 and since June 1997 no payment was made to the employees of TTCIL either on account of salary and/or wages and/or on account of any other perks. 5. Though by the letters written by the Department of Ministry and Commerce dated 21st November, 1985 and 6th August, 1996 assurance was given by the Ministry of Commerce and Industry that the holding company will protect the employment of the existing employees of TTCIL and will also ensure regular payment of wages/salaries of the TTCIL staff but the holding company failed to fulfil its obligation in this regard. Despite assurance was given by the Ministry of State for Commerce by its letter dated 5th June, 1997 that one month's salary will be immediately disbursed to the staff at Head Office of TTCIL by STC but no such payment was ultimately made. 6. Finding it difficult to revive the said company, namely, TTCIL, a resolution was adopted in a meeting held in the Ministry of State for Commerce to the effect that STC will make a formal proposal for quitting certain number of employees of TTCIL through VRS and the rest were to be absorbed into the roll of STC. Ultimately a VRS scheme was introduced and most of the employees of TTCIL accepted the VRS scheme, but the petitioners did not accept the retirement scheme through VRS. They wanted to be absorbed on the roll of STC. 7. Ultimately a VRS scheme was introduced and most of the employees of TTCIL accepted the VRS scheme, but the petitioners did not accept the retirement scheme through VRS. They wanted to be absorbed on the roll of STC. 7. Subsequently a winding up proceeding was initiated against the said company, namely, TTCIL and by virtue of an order passed by the Company Court on 24th June, 2002 the said company was wound up and the official liquidator was directed to take possession of the assets of the said company forthwith. Challenging the said winding up order passed by the Company Court, Cha Bagan Majdur Union preferred an appeal before the Division Bench of this Hon'ble Court. Though initially the winding up order passed by the Company Court was stayed in September, 2002, but ultimately the appeal was dismissed by the Division Bench of this Hon'ble Court on 31st July, 2003. The official liquidator had taken possession of the assets of the said company in July, 2003. 8. During the period when the winding up order remained stayed, the Additional Secretary, Ministry of Commerce and Industry, Government of India by his letter dated 28th March, 2003 communicated to the Chairman-cum Managing Director, Projects and Equipments Corporation of India Limited that the decision for de-merger of TTCIL (subsidiary company) from STC and for making the said TTCIL a subsidiary of Projects & Equipments Corporation of India Limited by transferring the share held by STC in favour of PEC at a token consideration of Re. 1/-, was approved by the Government. The purpose for which such proposal was approved which was mentioned in the said letter is as follows:- "Pursuing the liquidation proceeding in Calcutta High Court as per decision given by the Cabinet in its meeting held on 23rd August, 1997." 9. Problems started when TTCIL ultimately went into liquidation and the official liquidator took possession of the assets of the said company in liquidation. 10. Problems started when TTCIL ultimately went into liquidation and the official liquidator took possession of the assets of the said company in liquidation. 10. Since the petitioners found that neither the holding company was taking any interest for paying the salaries and/or wages of the writ petitioners nor they were taking any step for absorbing them in their pay rolls, the present writ petition was filed by the writ petitioners praying for issuance of a writ of mandamus upon the respondents particularly upon, the STC and PEC commanding them to pay the salaries and wages and other perks to the writ petitioners which they were entitled to under the conditions of their service since June, 1997 and for their absorption in the pay rolls. 11. Incidentally it may be mentioned herein that one of the petitioners Smt. Kalyani Mondal had already attained the age of superannuation and as such she claims her arrear salary and other service benefits including retiral benefits. The other writ petitioner, namely, Alok Kumar Ghosal has not yet attained the age of superannuation. As such, he claims for payment of arrear salaries and wages and other service benefits and also his absorption in the roll of any of the holding companies. The said writ petition was ultimately disposed of by the learned Single Judge of this Court on 14th June, 2010 by giving liberty to the petitioners to approach the official liquidator who was directed to take decision in accordance with law. While disposing of the said writ petition, His Lordship held that proper remedy of the writ petitioner, if any, lies by way of approaching the official liquidator and not through an independent writ petition. 12. Being aggrieved by the said order passed by the learned Single Judge of this Court, an appeal was filed by the writ petitioners before the Division Bench of this Hon'ble Court. The said appeal which was registered as A.P.O No. 460 of 2010 was ultimately allowed by holding, inter alia, that the learned Trial Judge failed to appreciate the approach of the writ petitioners as made in the writ application particularly the pleadings regarding merger of the erstwhile Tea Trading Corporation of India Limited with the company, viz, Projects and Equipments Corporation of India Limited and its consequential effects thereof. Their Lordships were of the view that the writ petition was required to be heard de novo by taking note of the pleadings as made by the petitioners. 13. The impugned order was thus, set aside. 14. The matter was again remanded back to the learned Trial Judge for rehearing of the writ petition on the basis of the pleadings made out therein and also by taking note of different new factors and new situations pleaded therein. The learned Trial Judge was directed to dispose of the writ petition on merit on the basis of the pleadings as made and by taking note of different pleadings and by referring to the Central Government notifications about the merger of Tea Trading Corporation of India Limited with another company viz., PEC. 15. Pursuant to the order passed by the Division Bench of this Hon'ble Court, the writ petition was again heard by another learned Single Judge of this Court, who by his order dated 14th May, 2013 was pleased to dispose of the said writ petition by recognising the writ petitioner's entitlement to get VRS like other employees who were paid all their dues in 1997 and by directing the respondents to pay the benefits under VRS to the writ petitioners after proper calculation of the amount due and payable to them, within a period of six weeks from the date of communication of this order. Such conclusion was drawn by the learned Trial Judge as the learned Trial Judge was of the view that since the Government has full and pervasive control over all those three companies and further since, in fact, those companies have been discharging public services and the Government has financial, administrative and regulatory control over all these three companies, the Government has to pay all the dues of the writ petitioners even if TTCIL is wound up. While dealing with the said writ petition, His Lordship proceeded on the basis that TTCIL was merged with STC and subsequently TTCIL was de-merged from STC and again it was merged with PEC. Keeping the principles regarding merger in mind and also having regard to the fact that all those three Government companies were under the direct administrative, financial and regulatory control of the Central Government, the aforesaid conclusion was drawn by the learned Trial Judge. 16. Keeping the principles regarding merger in mind and also having regard to the fact that all those three Government companies were under the direct administrative, financial and regulatory control of the Central Government, the aforesaid conclusion was drawn by the learned Trial Judge. 16. The legality of such decision of the learned Trial Judge is under challenge before us in these appeals and the cross-objection. Thus, we find that neither the respondents are satisfied with the impugned decision nor the writ petitioners are satisfied with the impugned decision. Writ petitioners are not satisfied as they were directed to accept the VRS and the respondent were directed to pay writ petitioners their entitlement as per the said VRS. The writ petitioner, namely, Smt. Mondal at best may claim for payment of all her service benefits and her retiral benefits which she is otherwise entitled to as per the contract of service. The other writ petitioner, namely, Shri Ghosal not only prays for payment of all his arrear dues as per contract of service but he also prays for his absorption in any of the holding companies. They are aggrieved as they were not given these benefits. The respondents are aggrieved as the writ petition was not dismissed in limine. 17. According to them, after the company, namely, TTCIL was wound up, the employees cannot claim any benefits from the Holding Companies. According to them the only remedy which was available to the writ petitioners for realisation of the writ petitioners legally recoverable dues was to approach the official liquidator by way of submitting their claims before the official liquidator. The Union of India contends that the employees of the Government companies cannot claim the protection available to the Government employees under Article 311 of the Constitution of India. Union of India contends that, in fact, writ does not lie against Government companies for the reliefs which are claimed by the writ petitioners in this proceeding. 18. Mr. The Union of India contends that the employees of the Government companies cannot claim the protection available to the Government employees under Article 311 of the Constitution of India. Union of India contends that, in fact, writ does not lie against Government companies for the reliefs which are claimed by the writ petitioners in this proceeding. 18. Mr. Chatterjee, Learned Advocate appearing for the Central Government frankly submits before us that though in the affidavit used by the Central Government in connection with the writ proceeding, it was mentioned that TTCIL was merged with STC and subsequently it was de-merged from STC and became a subsidiary company under the holding company, namely, PEC but such expression "merger" and "de-merger" was loosely used in the said affidavit without understanding the legal implication of merger of a company with other as per the provision contained in Section 396 of the Companies Act. As a matter of fact, such confusion was created by the Central Government by admitting in their affidavit that TTCIL was merged with STC and subsequently it was de-merged from STC and it became a subsidiary of PEC, the Holding company without understanding the implication of merger as per the Companies Act, 1956. On perusal of the order of remand passed by the earlier Division Bench of this Court, we find that as the expression "merger" and "de-merger" were used by the Union of India in its affidavit filed in the writ proceeding, an impression was created with the earlier Division Bench of this Court that, in fact, TTCIL was merged with STC and subsequently it was de-merged from STC and again it was merged with PEC and with such an impression the appeal was ultimately decided and the order impugned in the said appeal was set aside and the writ petition was directed to be re-heard de novo by taking note of the pleadings of the respective parties in the said proceeding. We have considered the pleadings of the respective parties thoroughly. In our view, unless the confusion arising out of the expression "merger" and "de-merger" as used by the Central Government in its affidavit is dispelled, the writ petition cannot be decided on its own merit. Section 4 of the Companies Act, 1956 deals with "holding company" and "subsidiary company". 19. In fact, 'holding' and 'subsidiary' companies are relative terms. In our view, unless the confusion arising out of the expression "merger" and "de-merger" as used by the Central Government in its affidavit is dispelled, the writ petition cannot be decided on its own merit. Section 4 of the Companies Act, 1956 deals with "holding company" and "subsidiary company". 19. In fact, 'holding' and 'subsidiary' companies are relative terms. A company is a holding company of another if the other is its subsidiary. According to Section 4 of the Companies Act, a company shall be deemed to be a subsidiary of another, if and only if: (a) that other company controls the composition of its board of directors; or (b) the other company holds more than half in nominal value of its equity share capital (where a company had preference shareholders, before commencement of the Companies Act, 1956, enjoying voting rights with that of equity shareholders, for the purpose of control, holding company should enjoy more than half of the total voting power. (c) It is a subsidiary of a third company which itself is a subsidiary of the controlling company. For example, where Company B is a subsidiary of Company A and Company C is a subsidiary of Company B then Company C shall be a subsidiary of Company A. If the Company D is a subsidiary of Company C, then Company D shall be a subsidiary of Company B and consequently also of Company A. 20. Thus, we find that once a company becomes a subsidiary company under the holding company, the holding company retains control over the composition of its Board of Directors and in some cases where the condition as mentioned in clause (b) is satisfied, the holding company enjoys more than half of the total voting power. This is all so far as Section 4 is concerned with regard to retention of control by the holding company over the subsidiary company. Section 396 of the Companies Act deals with amalgamation of Government Companies in the national interest. This is all so far as Section 4 is concerned with regard to retention of control by the holding company over the subsidiary company. Section 396 of the Companies Act deals with amalgamation of Government Companies in the national interest. It is provided therein that notwithstanding anything contained in Section 394 and 395, where the Central Government is satisfied that it is essential in the public interest that two or more companies should be amalgamated, then the Central Government may order the amalgamation of those companies into a single company with such constitution, with such property, powers, rights, interests, authorities and privileges and with such liabilities, duties and obligation as may be specified in the order. The order of the Central Government shall be notified in the Official Gazette. The said provision thus, makes it clear that amalgamation or merger cannot take effect without publication of any notification in the official gazette. Once a notification is published in the official gazette amalgamating one company with the other, certainly merger of those two companies takes effect but here in this particular case admittedly, no notification was issued in the official gazette under Section 396 of the Companies Act amalgamating TTCIL either with STC or PEC. As such the concept of merger is absent in the instant case. 21. In our view it is rightly pointed out by Mr. Chatterjee, learned Counsel, appearing for the Central Government that Central Government loosely used the terms "merger" and "de-merger" in its affidavit without clearly understanding the effect of merger and de-merger under the Companies Act. In the present case we are convinced that in fact, there was no merger of TTCIL either with STC or with PEC at that point of time. Had it been a case of merger we could have thought of the legal rights of the writ petitioner in a different way as the consequence of merger is certainly different from the consequence of a company being converted into a subsidiary of another holding company. 22. We have already indicated above the provisions of Section 4 of the Companies Act and the consequences of making a company a subsidiary under a holding company. 22. We have already indicated above the provisions of Section 4 of the Companies Act and the consequences of making a company a subsidiary under a holding company. If a company is made a subsidiary of a holding company, the subsidiary company does not loose its existence rather it maintains its identity with the change in the constitution of Board of Directors and the voting right of the holding company. In any event once a company is made a subsidiary under a holding company, the subsidiary company still retains its identity and as such if such a company is ultimately wound up, the holding company cannot be made responsible for payment of salaries and/or other emoluments and/or absorbing the employees of the subsidiary company in the pay roll of the holding company. The order of the Company Court for winding up the said subsidiary company was confirmed in appeal and the said order remains unchallenged before any higher forum. The official liquidator has already taken possession of the assets of the said company in liquidation. We are informed by the learned advocate appearing for the official liquidator that the writ petitioners have not submitted their claim before the official gazette and as such their claim were not processed. We are also informed by her that the assets of the company in liquidation has already been sold and the creditors have already been paid their dues and nothing is left in the hand of the official liquidator for payment of any amount to any of the writ petitioners. 23. As such we hold that the writ petitioner's claim for payment of their salaries and/or the service benefits and/or the retiral benefits and/or absorption of one of such writ petitioners in the pay roll of any of the holding companies cannot be allowed. 24. Before parting with we feel it necessary to consider the submission of Mr. Ghosh, learned Advocate, appearing for one of the writ petitioners, namely, Mr. Ghosal. 24. Before parting with we feel it necessary to consider the submission of Mr. Ghosh, learned Advocate, appearing for one of the writ petitioners, namely, Mr. Ghosal. He submits that since all these three companies are Government companies, the Central Government should be directed to pay the dues of the writ petitioners and for absorption of one of such writ petitioners, namely, Shri Ghosal into the pay roll of any of the holding company, namely, PEC in view of the assurance given by the Central Government to the effect that the employment of the employees of the TTCIL will not be disturbed and they will be paid their dues and their services will be protected as per the contract of service. Mr. Ghosh, in support of his such submission has referred to the decision of the Hon'ble Supreme Court in the case of Union of India v. Anglo Afghan Agencies reported in AIR 1968 SC 781 wherein it was held that even though a case does not fall within the terms of Section 115 of the Evidence Act it is still open to a party who has acted on a representation made by the Government to claim that the Government shall be bound to carry out the promise made by it, even though the promise is not recorded in the form of a formal contract as required by the Constitution. In this regard, we want to point out that, in fact, the Central Government, was very much anxious to protect the services of the employees of TTCIL before its liquidation and took various measures to revive the said company and while doing so certain steps were taken so that the employment of the employees of TTCIL can be protected. But in fact, no assurance was given to the employees/writ petitioners that their services will be protected even if the company goes into liquidation. As such, we hold that the decision which was cited by Mr. Ghosh, is not applicable in the facts of the instant case. As a matter of fact, though the Central Government took various measures for reviving the said company, namely, TTCIL right from 1985 but the company could not be revived and ultimately it went into liquidation. As such, we hold that the decision which was cited by Mr. Ghosh, is not applicable in the facts of the instant case. As a matter of fact, though the Central Government took various measures for reviving the said company, namely, TTCIL right from 1985 but the company could not be revived and ultimately it went into liquidation. As such the only way which was available to the employees for recovery of their legally recoverable dues was to approach the official liquidator by way of submission of their claims before the official liquidator and by no other means. 25. The concept of Government employees cannot be confused with the concept of employees of Government. Employees of the Government company cannot be equated with the employees of the Government. The employees of a Government company cannot enjoy the protection available to the employees of the Government under Article 311 of the Constitution of India. The service of the employees of a Government company is regulated by the contract of service and as such, the employees of a Government company cannot claim anything which is not available to them under the contract of service. As such, in our considered view, the Central Government cannot be held responsible for payment of the arrear dues of the writ petitioners and/or for absorption of one of the writ petitioners, namely, Shri Ghosal into service of any of the holding companies, namely STC and PEC. 26. In this regard, we have examined the Articles and Memorandums of both the holding companies, namely, STC and PEC as cited by Mr. Ghosh wherein it was provided that as a holding company, the company can pay the salaries and other dues of the employees of the subsidiary company but these Articles in our considered view are only enabling provisions in the Articles which enables the holding company to pay the dues of the employees of the subsidiary company. But by virtue of such provision contained in the Articles and Memorandums, the employees of the subsidiary company cannot compel the holding company to pay the arrear dues of the employees of the subsidiary company in the absence of any resolution being adopted by the holding company in the light of the provision made in its Articles and Memorandum and that too after the subsidiary company went into liquidation. 27. 27. We have seen that the cause of action for filing such a writ petition arose in June, 1997, since when the writ petitioners were not paid but the instant writ petition was filed sometime in 2007 of course, some representations were submitted by the petitioners before the concerned authority demanding release of their dues, but in our view, mere submission of representation before the authorities does not save limitation. It is true that no limitation as such is prescribed under the limitation Act for maintaining the writ petition before the Writ Court, but at the same time we cannot be unmindful of the decision of the Hon'ble Supreme Court in the case of State of Madhya Pradesh v. Bhailal Bhai reported in AIR 1964 SC 1006 wherein it was held that the provision of the Limitation Act do not as such apply to the granting of relief under Article 226. However, the maximum period fixed by the legislature as the time within which the relief by way of suit in a Civil Court must be brought may ordinarily be taken to be a reasonable standard by which delay in seeking remedy under Article 226 can be measured. It was also held therein that the Court may consider the delay unreasonable even if it is less than the period of limitation prescribed for a civil action for the remedy but where the delay is more than this period, it will almost always be proper for the Court to hold that it is unreasonable. 28. Here in this particular writ petition, the writ petitioner has claimed two fold reliefs, one is for recovery of their monetary claim arising out of their claim for their arrear salaries and/or wages and other service benefits and the other is by way of enforcement of promise given by the Central Government for protection of their services and for their absorption in service in any of the holding companies namely STC and/or PEC. Three years period of limitation is prescribed either for recovery of monetary claim or by way of specific performance of contract and/or promise by way of suit before the Civil Court. Three years period of limitation is prescribed either for recovery of monetary claim or by way of specific performance of contract and/or promise by way of suit before the Civil Court. Even assuming that assurance was given by the Central Government for protecting the service of the writ petitioner in the year 1985, but still then such assurance/promise having not been fulfilled for a considerable period amounting to a breach of assurance, the relief which the writ petitioners have claimed in this writ petition for their absorption in the pay roll in any of the holding companies, namely, STC and PEC became barred by limitation after expiry of the period of limitation prescribed for such action in the Limitation Act. 29. Mr. Ghosh submits that the right to sue for specific performance of contract arises on the day when one party refuses to perform his duties under the contract and the starting point of limitation is calculated from the date when such refusal is communicated to the other party. He thus submits that since refusal to absorb the petitioners in the pay roll of the holding company has not been communicated to his client, it cannot be held that the relief for specific performance of the assurance is barred. In this regard we like to mention here that refusal to pay the salary to the petitioner and/or to enroll them in the pay roll of the holding company and/or withdrawal of their names from the attendance register in December, 2000, amount to refusal to honour the assurance/promise and as such in our considered view, limitation for enforcement of the assurance/promise should be computed from the date when the attendance register was withdrawn from them in December, 2000 and thus we hold that the civil action for enforcement of such assurance/promise became barred in December, 2003. 30. Again their right to recover the monetary claim became barred in the year 2000 as admittedly, the writ petitioners were neither absorbed in service in any of the holding companies nor they were paid their salaries since June, 1997. Thus such unusual delay in approaching the Writ Court also, in our considered view, stands in the way of maintainability of the writ petition. 31. We thus hold that the writ petition deserves no merit for consideration. 32. The writ petition thus stands dismissed. Thus such unusual delay in approaching the Writ Court also, in our considered view, stands in the way of maintainability of the writ petition. 31. We thus hold that the writ petition deserves no merit for consideration. 32. The writ petition thus stands dismissed. This order will, however, not preclude the writ petitioners from submitting their claims before the official liquidator. 33. All the three appeals are thus allowed, the cross objection filed by the writ petitioner is dismissed. All these three appeals filed by the respective respondents and the cross-objection filed by the writ petitioner are disposed of. 34. Urgent photostat certified copy of this order, if applied for, be given to the parties as expeditiously as possible. Tapash Mookherjee, J. - I agree.