Sir, protect their Provident Fund and future accumulations

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To, Shri Arif Lohani, R.P.F.C (II) , 5, Meerabai Marg, (Arya Pratinidhi Sabha Building), Prakash Veer Shastri Bhawan, Lucknow-226001. Dear Sir, We represent the journalists and non journalist employees of the Times of India and Navbharat Times (Lucknow Edition) and thus we are bringing on records certain facts in order to protect their Provident Fund and future accumulations in view of pending dispute with the management in the Lucknow Bench of the Hon’ble Allahabad High Court (Writ Petition No 6197 SB of 1993).

During the pendency of the matter before Hon’ble High Court some of our members received a letter from Vasundhra Printers Ltd dated 6th December 2010 compelling them to finally settle the dispute by recovering its alleged liabilities from the employees only then their claims for Provident Fund accumulations could be processed for withdrawal/ transfer. (Specimens of the same issued to Mr. Mudit Mathur and Mr. R.P. Singh are enclosed herewith) We are unable to understand how they can shift the Registered Office of “Janasevak Karjyalaya Provident Fund” without your prior permission.

The letter also contains an Annexure A therein a blank space is left for obtaining signatures of the employee on the arbitrarily, illegally and malafidely drafted Full and Final Settlement after adjusting alleged dues from the Gratuity and withholding Provident Fund for recovery of remaining alleged dues. You know that outstanding dues, if any, are not recoverable from the accumulations of Provident Fund and Gratuity in view of statutory provisions enacted for the safety of such social protection given to employees.

In this respect we would like to draw your kind attention to the facts and present status relating to dispute pending before Lucknow Bench of the Allahabad High Court between employers and employees over illegal, arbitrary and malafide part closure of the one newspaper establishment from 19 June1993.

1. That Janasevak Karjyalaya Ltd. entered into various agreements (30th July 1982, 4th June, 1983, 1st October, 1983, 02.10.1984) with M/s Bennett Coleman & Company Ltd to bring out two newspapers namely The Times of India and Navbharat Times which are exclusively owned by M/s Bennett Coleman & Company Ltd. In fact MRTP, Bombay High Court (AIR1986 BOMBAY 321) and Bhachawat Wage Board have already recorded their findings on the basis of common shareholding pattern, unity of ownership, functional integrality and control that they are interconnected companies controlled by M/s Bennett Coleman & Company Ltd.

2. That the Janasevak Karjyalaya Ltd which was acting as an agent on behalf of M/s Bennett Coleman & Company Ltd. has secured an exemption from RPFC to form a Trust with its registered office at 16 Rana Pratap Marg, Lucknow and the Trust become operational with effect from 1June 1984. The journalists and other newspaper employees of The Times of India and Navbharat Times had become member of the Trust and their contributions towards funds were regularly deducted from their wages.

3. That M/s Janasevak Karjyalaya Ltd and M/s Bennett Coleman & Co Ltd. constitute one newspaper establishment within the meaning of Section 2(d) of the Working Journalists and other Newspaper Employees (Conditions of Service) and Miscellaneous Provisions Act, 1955. It is submitted that the constitutional validity of Section 2(d) was challenged by the management but Hon’ble Supreme Court has upheld the same and allowed their clubbing.

4. That the Janasevak Karjyalaya Ltd. vide its letter dated 17th June, 1993 effected part closure of newspaper establishment by stopping publication of Navbharat Times in a most illegal, arbitrary and malafide manner. We challenged this action of management by way of filing Writ Petition No 6197 SB of 1993 before Lucknow Bench of the Allahabad High Court.

5. In the year 2001 the Hon’ble High Court decided the matter in favour of employees declaring the closure of Navbharat Times illegal and allowed full back wages to employees as a consequence flowing because of non compliance of Section 25-O and 25-N of the Industrial Disputes Act,1947. The Management approached Hon’ble Supreme Court of India vide Civil Appeal Nos 7202-7203 of 2001.

6. In January, 2010 the Hon’ble Supreme Court has set aside High Court judgement and remanded back the matter to Hon’ble High Court for determination of certain specific propositions which were first time raised before Supreme Court. Now the matter is again pending in the High Court.

7. That since the action of the management is still sub judice, as admitted by them before Supreme Court that liabilities towards employees are to the tune of Rs. 10 Corores and recurring in view of the relief granted to employees.

8. That after the arguments were heard and judgement was reserved on 03.04.2001 (in the first round in the High Court) Janasevak Karjyalaya Ltd filed an application on 9.04.2001 informing about only this much fact that the Company has changed its name from Janasevak Karjyalaya Ltd to M/s Vasundhra Printers Ltd on 9th June, 1999.

9. It was malafidely concealed from the Hon’ble High Court and even Hon’ble Supreme Court that just within a week of change of its name from Janasevak to Vasundhra Printers Ltd., on 16.06.1999 Lucknow Unit was sold to M/s Bennett Coleman & Company Ltd as a "going concern" for lump sum consideration of Rs 275 lacs (Rupees two hundred seventy-five lacs only).

10. It was done after a resolution was passed at Annual General Meeting held on May 31, 1999 by the shareholders of the Janasevak Karjyalaya to have accorded their consent, pursuant to section 293 (1) (a) of the Companies Act, 1956, to sell and transfer as a “going concern” its Publication and Marketing Divisions to Bennett, Coleman & Company Ltd.

11. It is relevant to point out that requirement to secure consent of shareholders under Section 293(1)(a) is warranted in the matter  where sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of  the company, or where the company owns more than one undertaking, of the whole, or substantially the whole, of any such undertaking is in question. Therefore Janasevak Karjyalaya Ltd had sold substantially whole company to M/s Bennett Coleman & Company Ltd.

12. That Janasevak Karjyalaya Ltd (Now known as Vasundhra Printers Ltd.) in its Counter affidavits filed in response to impleadment of Bennett Coleman & Company Ltd and Akarsh Portfolio Services Private Ltd before Hon’ble Supreme Court in Civil appeal No 7202-7203 of 2001 has admitted and brought on records an approval of Calcutta High Court dated 11.5.04 to the scheme of amalgamation to merge with Akarsh Portfolio Services Private Ltd under section 391 (2) and 394 of the Companies Act. Therefore the present status of the Janasevak Karjyalaya Ltd or Vasundhra Printers Ltd is not clear to us through they are a party before Lucknow Bench of the Hon’ble Allahabad High Court in pending dispute relating to closure of Navbharat Times.

13. That except a few machine men remaining the employees belong to Publication and Marketing Divisions which stood sold to controlling Company, i.e., Bennett Coleman & Company Ltd by Janasevak Karjyalaya Ltd. Therefore liabilities of Janasevak Karjyalaya Ltd could be fastened on M/s Bennett Coleman & Company Ltd.

We are bringing above facts on records in order to protect Provident Fund of the employees and also expect lawful action for protection of future accumulations in view of pending dispute with the management in the Lucknow Bench of the Hon’ble Allahabad High Court (Writ Petition No 6197 SB of 1993). Kindly ensure that no recovery of whatsoever nature could be realized from the Provident Fund of the employees and money of the Trust be put under safety along with the remaining working employees of the Janasevak Karjyalaya Ltd after it was sold to M/s Bennett Coleman & Company Ltd till the disposal of the matter pending in Court of law. Please also apprise Registrar of Companies Kolkata about the ground realities and facts given above through your good office to completely safeguard the interests of the journalists and other newspaper employees of Navbharat Times. The CIN No of the Vasundhra Printers Ltd is- U22219WB1958PLC023989 and Registration No is 02989.

Yours sincerely,

(SHARAT PRADHAN) (MUDIT MATHUR)

President  Executive Member/ Authorised Representative


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