JUDGMENT -D.R. DHANUKA, J.:---Sakal Papers Private Limited, Pune has preferred this a appeal against order dated 30th October, 1979 passed by the Employees State Insurance Court, Pune in Application (ESI) No. 21 of 1978. This appeal raises consideration of the questions as to whether the Directors of the appellant company liable to be considered as employees of the appellant company within meaning of section 2(9) of Employees State Insurance Act, 1948 and as to whether the amount of remuneration paid to them is liable to be considered as wages within meaning of the expression wages as defined in section 2(22) of the Act. The appellant publishes a newspaper by name Daily Sakal from Pune. Several professionals and other eminent persons from different walks of life are appointed on Board of Directors of the Company herein so as to benefit from their expert advice if an occasion so arises.

2. At the material time, Mrs. Shantapai Parulekar, Mr. Jaswantlal Mathubhai and Col. V.V. Joshi and Mrs. Banubai Koyajee were the directors of appellant company. On 14th December, 1974, it was resolved by the Board of Directors of Appellant Company that the directors named therein be paid remuneration, apart from the sitting fees, as set out therein for the period commencing from 1st January, 1974:

(1) Shri Jaswantlal Mathubhai Rs. 700/- per month.

(2) Mrs. Shantabai Parulekar Rs. 500/- per month.

(3) Mrs. Banubai Coyajee Rs. 2000/- per month.

By another resolution passed by Board of Directors of the Company, it was resolved that Col. V.V. Joshi, a Director of the Appellant, be paid remuneration at rate of Rs. 1000/- per month. The said directors do not look after day to day management of the appellant company.

3. The respondent Corporation took the view that the above referred directors were employees of the company within meaning of section 2(9) of the Employees State Insurance Act, 1948 and the above referred remuneration amounted to wages within meaning of the said expression as defined under section 2(22) of the Act. It was the contention of the appellant at all times that the above referred persons were the directors of the appellant company and not the employees of the company. It was also the contention of the appellant that the amount of remuneration paid by the appellant to the directors was not liable to be considered as wages within meaning of section 2(22) of the Act and the appellant was not liable to pay the amount of contributions as claimed by the respondent by its notice dated 9th June, 1978.

4. Disputes and differences arose between the parties. An application was made by the appellant before the Employees State Insurance Court, Pune impugning the demand for contribution made by the Corporation being Application (ESI) No. 21 of 1978. The trial Court held that Mrs. Parulekar, Mr. Jaswantlal Matubhai and Col. V.V. Joshi were liable to be treated as employees of Sakal Papers Private Limited within meaning of the expression "employee" as defined in section 2(9) of the Act. The trial Court held that the amounts paid to the directors as remuneration under resolutions exhibit 17-A and 17-B were liable to be considered as "wages" within meaning of the expression "wages" as defined in section 2(22) of the Act. The trial Court dismissed the application made by the appellant.

4-A. It is not disputed that the press of the Appellants is covered under the Act. It is not disputed that the Directors do not look after the press. Govind Gangadhar Sathe gave evidence on behalf of the appellants at the trial of the application herein. Shri Jaswantlal Matubhai is the Chairman and Director of the Company and is a practising solicitor. Shri Jaswantlal advises the company on subjects like taxation, E.S.I. Act, Provident Funds Act. Smt. Shantabai Parulekar was 82 years old at the material time. The said witness stated in his deposition that the directors concerned attended office of the company only at the time of meetings and do not do an

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