ORDER : Rajendra Kumar Vani, J. The present appeal under Section 2 (1) of the Madhya Pradesh Uchcha Nyayalay (Khand Nyay Peeth Ko Appeal), Adhiniyam, 2005 arises out of order st dated 31 July, 2024 passed in Writ Petition No.4920/2013 whereby while affirming the orders of Labour Court dated 03.02.2012 and Industrial Court dated 10.12.2012 the writ petition preferred by the writ petitioner /appellant has been dismissed by the learned Writ Court. 2. Brief facts of the case are that appellant– National Fertilizers Ltd. is a Public Sector Enterprises under the Ministry of Chemicals & Fertilizer. An agreement dated 20.10.1987 between the respondent- Union and the appellant - Company was reduced in writing, according to which the workmen were given the benefit of a month being calculated as 26 days for calculation of earned leave benefits. Thereafter vide order dated 3rd February, 2009 Circular No.PA 101 143 (Annexure P/5) was issued by the appellant - Company whereby 30 days' month was adopted for the purpose of calculation of leave encashment, instead of 26 days, in line with the decision conveyed by Department of Public Enterprises, Govt. of India. Aggrieved by the aforesaid, respondent/Union filed an application under Sections 31 , 61 and 62 of the M.P. Industrial Relations Act, 1960 before the learned Labour Court. The learned Labour Court allowed the said application by quashing the said order and directed to decide the case of the respondent/Union after giving proper opportunity of hearing to respondent/Union. The appellant/writ petitioner thereafter challenged the order of the learned Labour Court before the learned Industrial Court and then before the learned Writ Court which have affirmed the order of the Labour Court, therefore, this appeal. 3. The main thrust of argument of learned counsel for the appellant is that appellant is a company registered under the provisions of Companies Act, owned and controlled by the Government of India. It is further submitted that it is well settled that the Government company remains distinct from the Government and merely because majority or substantial shareholding of such company is owned by the Government, the same cannot be identified with the Central Government. The Circular dated 03.02.2009 was issued by the appellant-Company in compliance of the office memorandum dated 11.12.2008 issued by the Ministry of Heavy Industries & Public Enterprise (Govt. The Circular dated 03.02.2009 was issued by the appellant-Company in compliance of the office memorandum dated 11.12.2008 issued by the Ministry of Heavy Industries & Public Enterprise (Govt. of India) which is the nodal department for issuing policy guidelines concerning CPSEs (Central Public Sector Enterprises) . It is further submitted that since the appellant – Company is bound and obliged to comply with the orders issued by the Central Government, therefore, said circular rd dated 3 February, 2009 was issued. It is further submitted that respondent/Union has not challenged the office memorandum dated 11.12.2008 in compliance of which impugned circular was issued, and therefore, application preferred by the respondent before the Labour Court was not maintainable. In this regard, reliance has been placed on the decision of Hon'ble Supreme Court in the case of Edukanti Kistamma v. S. Venkatareddy , (2010) 1 SCC 756 . The learned counsel further submits that principles of natural justice have no application when an authority is exercising legislative or quasi judicial power. To bolster his submission, reliance has been placed on the decision of Full Bench of this Court at Jabalpur in the case of Hemant Kumar Ganga Prasad Gupta vs. President, District Co-operative Central Bank Ltd. , 1982 SCC OnLine MP 23 . Hence, it is prayed that impugned order passed by the learned Courts below be set aside. 4. Learned counsel for the respondent/Union submits that respondent is a registered Union and all the regular employees of Vijaypur unit of appellant- Company are its members. As per clause 14(d) of the agreement dated 20.10.1987 between appellant and respondent-Union, for computation of leave encashment of one month only 26 days earned leave shall be taken into consideration. On the basis of said agreement, Circular dated 16.11.1987 was issued to that effect. However, without any discussion with the Union, the said Circular dated 3rd February, 2009 was issued by the appellant. Therefore, learned Labour Court has rightly allowed the application of the Union, and learned Industrial Court and learned Writ Court have rightly dismissed the claim of the appellant. No interference is warranted in the orders passed by the Courts below and writ appeal is liable to be dismissed. 5. Heard learned counsel for the parties and perused the record. 6. Therefore, learned Labour Court has rightly allowed the application of the Union, and learned Industrial Court and learned Writ Court have rightly dismissed the claim of the appellant. No interference is warranted in the orders passed by the Courts below and writ appeal is liable to be dismissed. 5. Heard learned counsel for the parties and perused the record. 6. The appellant has heavily relied upon the office memorandum dated 11th December, 2008 issued by the Ministry of Heavy Industries & Public Enterprises on the basis of which impugned circular dated 3rd February, 2009 was issued. However, perusal of the memorandum dated 11th December, 2008 does not show that any time frame has been set within which such adoption is to be made without following the principles of natural justice. 7. In the case of Hemant Kumar Ganga Prasad Gupta (supra), the Full Bench of this Court at Jabalpur held that if the employer is compelled to give effect to any statutory rule or order which has itself brought about the change in the terms of employment, such a change would not come within the ambit of section 9-A. 8. At this point, it is apposite to refer Section 9 -A of the Industrial Disputes Act, 1947 which is as follows:- "9A. Notice of change.- No employer, who proposes to effect any change in the conditions of service applicable to any workman in respect of any matter specified in the Fourth Schedule, shall effect such change,- (a) without giving to the workmen likely to be affected by such change a notice in the prescribed manner of the nature of the change proposed to be effected; or (b) within twenty-one days of giving such notice:" 9. However, in the present case, learned counsel for the appellant is unable to satisfy that said circular dated 11th December, 2008 has effect of statutory rule or order and thereby binding effect on appellant- Company. Therefore, the aforesaid case is distinguishable on facts. 10. It is categorical from the record that an agreement was reduced in writing between appellant and respondent -Union on 20.10.1987 and as per that agreement Circular dated 16.11.1987 was issued. Therefore, the terms have been settled by both the parties on the basis of mutual agreement. Therefore, the aforesaid case is distinguishable on facts. 10. It is categorical from the record that an agreement was reduced in writing between appellant and respondent -Union on 20.10.1987 and as per that agreement Circular dated 16.11.1987 was issued. Therefore, the terms have been settled by both the parties on the basis of mutual agreement. Thus, without giving a proper opportunity of hearing to the respondent/Union - one party of the agreement, other party - appellant/Company cannot solely change the terms of the agreement by issuing circular dated 3rd February, 2009, moreso on the basis of office memorandum issued by the Ministry of Heavy Industries & Public Enterprises, Govt. of India, who is not a party to the said agreement and in absence of showing binding effect of such office memorandum on appellant/Company. 11. It is trite law that affected party should be heard before passing an order against it. It is the basic principle of natural justice which is to be followed in letter and spirit. The Hon'ble Apex Court in the case of Asit Kumar Kar v. State of W.B. , (2009) 2 SCC 703 has held as under :- “4. It is a basic principle of justice that no adverse orders should be passed against a party without hearing him. This is the fundamental principle of natural justice and it is a basic canon of jurisprudence. In the seven-Judge Constitution Bench of this Court in A.R. Antulay v. R.S. Nayak [ (1988) 2 SCC 602 : 1988 SCC (Cri) 372] it has been observed in para 55 thereof: (SCC p. 660) “55. … So also the violation of the principles of natural justice renders the act a nullity.” 12. In view of the aforesaid, in the considered opinion of this Court, learned writ Court has not committed any illegality or perversity in dismissing the petition of the appellant affirming the order of the Industrial Court as well as Labour Court. No ground for interference is made out. Accordingly, this writ appeal is dismissed.