A union is entitled to information about a Memorandum of Understanding (M.O.U.) executed between the employer and a third party if the M.O.U. could potentially affect the interest of the employees.

JUDGMENT :

K. Sukumaran, J.—N.V. Philips Gloeilampenfabrieken, Eindhoven, the Netherlands had executed a Memorandum of Understanding (M.O.U) with TATAs in 1989. It appears to have touched the capital structure of Peico Electronics & Electricals Ltd., a Company operating over four decades, (the Petitioner herein) wherein Philips (Holland) hold 39.7% of the shares & financial institutions hold 24.8 % and the balance 25.5 % by the public. The Petitioner had admittedly moved the Controller of Capital Issues in July 1991. There was an amendment on September 25, 1991. It sought issue of fully convertible debentures of Rs, 28.29 crores and non-convertible debentures of Rs. 5 Crores. A Special Resolution approved the Special Resolution for the issue of debentures as aforesaid. In December, 1991 the Union wrote to the Controller expressing their apprehension about an alleged attempt by TATAs to have a back door entry into the core of this corporate entity. It was alleged that the premium amount of debenture issue was Rs. 15/- whereas the marker price was +/- Rs. 175/-. The Government guidelines stipulated that employees be allotted 5% of the total issue. The complaint is that they received only 1.4%. This is contrasted with the past conduct of the Company which had allotted 6.95% in 1972, 6.4% in 1979 and 5% in 1986. According to the Union, when confronted with correspondence, the Company had sought to justify the issue by linking it with M.O.U. The Union felt that the M.O.U. contains clauses detrimental to the interest of the Union. It is in that context that the Union sought a copy of it by letter dated January 17, 1992 and otherwise. Negotiations for getting a copy of the M.O.U. failed. The Union then filed Exhibit "C" complaint before the Industrial Court, Bombay as Complaint (ULP) 336 of 1992.

2. The Union filed the complaint, u/s 26 read with Item 5 of Schedule II of the Maharashtra Recognition of Trade Unions and Prevention of Unfair Labour Practices Act, 1971.

3. The management opposed it (vide Exhibit "D" dated March 11, 1982). It passed the impugned order - Exhibit "E" dated April 2, 1992. Thereunder, the Industrial Court directed the Company to furnish to the Union a copy of the M.O.U. as also the full information regarding the proposed issue of convertible debentures and non-convertible debentures as required by the Union.

4. The Petitioner-Company has approached this Court seeking a relief of invalidation of order passed by the Industrial Court, Exhibit "E", dated April 2, 1992.

5. There is no dispute that the Union is a recognised one or that it had negotiations with the Company, and for a long time, in relation to matters directly affecting the interest of the employees. The current complaint is also not characterised as malicious by the management. That aspect has been repeatedly emphasised in the order of Industrial Court.

6. The Industrial Court has taken the view that matters complained of, do come within the four corners of the Statute, and that a complaint would be maintainable. It observed, and rightly in my opinion, that at this juncture, it is not necessary to express any views on the allegation of illegality of any actions on the part of the Respondent.

7. The Industrial Court considered the provisions of Section 26 of the Act, and the scope of Item 5 of Schedule II thereof. Ultimately, it came to the conclusion that the Union was justified in its contention that the Respondent Company refused to bargain collectively, in good faith, as contemplated by Item 5.

8. The question whether there had been an omission to have a collective bargaining in good faith, has to be assessed in the light of various averments contained in the complaint. Counsel for the Petitioner took me through the complaint, Exhibit "C" exhaustively, and with critical comments. It is difficult to overcome the averments contained in the complaint, in paragraph 3(c), 3(e), 3(j), 3(l) and 3(m). As to how the interest of the employees are adversely affecte