The winding up of a company under Section 445(3) of the Companies Act, 1956, operates as a discharge of employees, not as retrenchment, and therefore does not entitle them to retrenchment benefits under a tripartite agreement or Section 25fff of the Industrial Disputes Act, 1947.

( 1 ) THIS is an appeal against an order of B. C. Mitra, J. , dated 9th July, 1963. The learned Judge was dealing with a number of appeals under Rule 164 of the Companies (Court) Rules, 1959, against the decision of the Official Liquidator rejecting the claims of the appellants to various sums of moneys to which they claim to be entitled by reason of termination of their services under the Bank of China (in liquidation ). The facts are shortly as follows: The Bank of China carried on business in India. Sometime in May, 1962 the Reserve Bank of India revoked the license given to it for doing foreign exchange business in India, thereby making it impossible for it to act as an exchange bank. On the 14th June, 1962 the Bank of China issued a notice under paragraph 522 (6) of the All India Industrial Tribunal (Bank Disputes) Award, intimating its intention to effect retrenchment of staff with regard to certain employees on the ground that consequent upon revocation by the Reserve Bank of India of its license to do foreign exchange business in India, the volume of its business as an exchange bank has been (sic) cally reduced. The Bank of China's employed Union, representing the workmen, raised an industrial dispute over the said retrenchment. Conciliation proceedings were held and ultimately certain terms of settlement were arrived at. The terms are set out in the order of the learned Judge and briefly speaking, provide for the grant of retrenchment compensation, gratuity, allowances and other payments. It may be stated that these payments are on a very generous scale. Thereafter, the political atmosphere between China and India became more complicated and the bank sewed further notice of retrenchment upon a fresh batch of employees. On the 3rd September, 1962 the President of the Employees' Union wrote to the bank that it was presumed that the retrenchment benefits to be given to the further batch of employees proposed to be retrenched, would be the same as provided in the aforesaid tripartite agreement. In answer to the said letter, the Acting Manager of the Bank wrote a letter dated 5th September, 1962 confirming that the retrenchment benefits as provided in the tripartite agreement dated 4th August, 1962 will be given by the Bank to its employees in all stages of retrenchment. On the 2nd November, 1962 the licence of the bank to do business in India was cancelled. On the 10th December, 1962 a winding-up order was made for liquidation of the said bank. The appellants, who were employees of the said bank now in liquidation, claimed before the Official Liquidator that the bank was indebted to them in respect of full allowance, leave pay, notice pay, gratuity and compensation for discharge and/or retrenchment and special gratuity, in terms of the tripartite agreement mentioned above. The Liquidator allowed one item of the claim, namely, the annual allowance for 1962. He rejected the claims for payment of retrenchment compensation, salary in lieu of notice for retrenchment, special gratuity etc. The court below has held that the appellants were not entitled to the benefits under the terms of the tripartite agreement, but they were entitled to benefits under Section 25fff of the Industrial Disputes Act, 1947, but subject to the conditions contained in that Act and the Companies Act of 1956. Before us, Mr. Sen on behalf of the appellants has challenged the order on two grounds: The first ground is that the learned Judge was in error in holding that the appellants were not entitled to benefits under the terms of the tripartite agreement and secondly, that the particular form of the order made by the learned Judge in respect of the claim under Section 25fff of the Industrial Disputes Act, 1947, is erroneous.

( 2 ) ON the first point, the argument advanced is as follows; It is stated that the said agreement dated 4th August, 1962 was arrived at between the bank and the union in respect of retrenchment of 15 clerical and 15 sub