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1. These two original summons are taken out under the High Court (Original Side) Rules and both are substantially identical. These two originating summons deal with two segments of the employees, one workers category and second officers category in a company known as SKF Ball Bearing Company Private Limited. These originating summonses as well as the suits are disposed of by this common judgment.

2. Some of the material facts of the present case are as under :

3. A private trust was floated known as SKEFKO Employees' Benefit Trust. The said trust was constituted under a Deed of Trust dated 18.4.1973 and the main object of the said trust was to provide for various benefits to the employees of a company own as SKF Ball Bearing Company Private Limited. The trust was settled by the said company known as SKF Ball Bearing Company Private Limited. The name of the said company was subsequently changed to Skefko India Bearing Co. Limited. At the time when the trust was settled there were large number of employees who were beneficiaries in respect of the said trust. The names of the employees are given in Schedule A to the suit. The original corpus of the aforesaid trust was sum of Rs. 40,000/- The trust inter alia provided that all the employees whose gross emoluments exceeds Rs. 1600/-or more were entitled to be treated as beneficiaries under the said trust. It was also further provide that if an employee leaves the service of the settlor i.e. the company and ceases to be in employment for any reason whatsoever the said employee will cease to be beneficiary under the said trust and will not be entitled to any benefits thereunder. Some of the material clauses of the said trust are briefly reproduced hereunder and it is these clauses which are the subject matter of interpretation before me:-

10. THE Trust will be valid until the death of the last to die of the Employees listed in Schedule "A" hereto or until the winding up or dissolution of the Settlor, whichever is earlier.

4. A scheme of amalgamation was proposed between the Settlor Company and the company known as SKF Bearings India Limited. Under the said Scheme of amalgamation it was inter alia provided that the settlor company will merge in the company known as SKF Bearings India Limited and from the date of the said scheme coming into operation, the amalgamated company will only known as SKF Bearings India Limited. This scheme of amalgamation was proposed to this Court under Section 391 of the Companies Act, 1956 and by an order dated 2.2.1994 this Court has sanctioned the said scheme of amalgamation. Under the terms and conditions of the said scheme of amalgamation the settlor company ceased to be in existence and only the company known as SKF Bearings India Ltd., was in existence thereafter. An appointed date fixed under the scheme of amalgamation is 1.4.1993. The scheme provided that from the said appointed date the said scheme will be effective and in operation.

5. There were certain employees of the said settlor company, namely, SKF Ball Bearing Company Private Limited who ceased to be the employees of the company from 1974-75 and joined the then existing SKF Bearings India Limited. The said employees had resigned from their job from the settlor company to join the said public limited company known as SKF Bearings India Limited.

6. It is the case of the plaintiffs that on the said scheme of amalgamation becoming operative the said settlor company has stood dissolved and the said trust has come to an end and extinguished by virtue of clause 10 thereof and the trust corpus is required to be disbursed to the beneficiaries. The employees who were in employment prior to 1974-75 have staked their claim in respect of the said disbursement of the corpus of the trust and therefore the petitioners are required to file the present suits to determine the rights of the said employees who ceased to be in service from 1974-75 and that whether they are entitled to the disbursement of the corpus of the said trust in view of the terms and conditions of the said trust deed. A second question which has also been raised is whether the scheme of amalgamation will be operative and come into effect from the date of its sanction by this Court by order dated 2.2.1994 or the same will become operative and will come into effect from the appointed date i.e. 1.4.1993. If the appointed date is taken into account as 1.4.1993 then whether the employees whose names are mentioned in Exhibit A will be entitled to the benefits even though they are the employees who have ceased to be in employment during the intervening period i.e. appointed date of 1.4.1993 and the date on which the scheme was sanctioned which is. 2.2.1994. Though various questions are framed in paragraph 8 of the suit, all the parties before me have agreed that the only issue which really arises is the date which is the relevant date for the purpose of obtaining the benefits and disbursement of the trust corpus on the said trust ceased to be in operation by virtue of clause 10 thereof.

8. On the other hand, Mr. Sanghavi, the learned counsel appearing for some of the employees who have ceased to be in service prior to 1993 has contended that they are entitled to the said benefits. He has contended that the provisions of the trust deed under clause 1 (a) provides that the expression "the Settlor" shall mean and include its successors. It has ben contended that when the company was amalgamated the newly formed company is successor in title and as such the benefit must be derived by the employees of the said SKF Bearing India Limited who is the transferee company under the scheme of amalgamation. It has alternatively been contended that in fact both the companies are not distinct and separate but are the same. The employees never resigned voluntarily and opted the new job in the company SKF Bearings India Limited from the settlor company but they were asked to shift their employment from the settlor company to the SKF Bearings India Limited and thus consequently were asked to resign from the original employment. It has been thus contended that the employees though resigned from the job of the settlor company and though clause 8 (b) provides cessation of such employee from the benefits of the trust still they are entitled to the said benefits.