Judgment Case ID: 759

Judgment:
Civil Appeals Nos. 56 to 62 of 1957. Appeals by special leave from the judgment and order dated April 28. 1954 of the Labour Appellate Tribunal of India (Special Bench Banks)	 Bombay	in Appeals Nos. 122	 129	 130	 142	 144	 145	 152	 153	 154	 155	 162	 169	 217 & 218 of 1953. N. A. Palkhiwala	 J. B. Dadachanji and section N. Andley	 for the appellants in C. As	 Nos. 56 & 60 of 1957. M. C. Setalvad	 Attorney General for India	 J. B. Dadachanji and section N. Andley	 for the appellants in C. As. 57	 58	 59 & 61 of 1957	 6 202 M. C. Setalvad Attorney General for India and Naunit Lal	 for the appellant (Punjab National Bank) in C. A. No. 62 of 1957. N. V. Phadke	 T. section Venkataraman	 K. R. Sharma and K. R. Choudhury	 for respondent No. 1 in C. A. No. ' 56 of 1957. N. C. Chatterjee	 Sadhan Chandra Gupta	 Janardan Sharma	 M. K. Ramamurthi and M. R. K. Pillai	 for respondents in C. As. Nos. 57 to 61 of 1957 (Represented by All India Bank Employees Association) B. P. Maheshwari	 for respondent No. 3 (Association of the Punjab National Bank Employees) in C. A. No. 62 of 1957. B.P. Maheshwari	 for Surat Bank Employees Union. B. C. Ghose	 and I. section Sawhney	 for All India Central Bank Employees ' Association. May 12. The Judgment of the Court was delivered by section K. DAS J. These are seven appeals on behalf of different Banks working in this country	 some incorporated in India and some outside India. It is necessary that we should very briefly state the background of the industrial dispute which has given rise to these appeals. It is now well known that there was a sharp rise in the prices of commodities during and after World War No. 11. This rise in prices very seriously affected salaried employees belonging to the middle class including such employees in the banking industry. In or about the year 1946 trade unions of bank em ployees presented demands for higher salaries and allowances and better conditions of service. In some cases notices of threatened strike were also served on the employers. The unrest became particularly acute in the provinces of Bombay	 the United Provinces	 and Bengal as they were then known. The local Governments of those provinces referred these industrial disputes for adjudication: this resulted in some regional awards which came to be known in Bombay as the Divatia Award	 in the United I Provinces as the B B. Singh 203 Award and in Bengal as the Gupta	 Chakravarty and Sen Awards. Notwithstanding these awards	 the general unrest amongst Bank employees continued and there was a clamor for control of the banking industry by the Central Government. On April 30	 1949	 was passed the Industrial Disputes (Banking and Insurance Companies) Ordinance (Ordinance VI of 1949) under the provisions of which all banking companies having branches or other establishments in more than one province came under the jurisdiction of the Central Government for the purposes of the (XIV of 1947). By a notification dated June 13	 1949	 the Central Government constituted an ad hoc Tribunal consisting of Shri K. C. Sen	 a retired Judge of the Bombay High Court	 as Chairman	 with two other persons as members to adjudicate upon an industrial dispute between several banking companies and their workmen. On the same day	 the industrial dispute was referred to the Tribunal by a separate order. The dispute covered several items	 and some more were added from time to time. For the sake of convenience	 we shall hereafter refer to this Tribunal as the Sen Tribunal and its award as the Sen Award. After a very exhaustive enquiry	 the Sen Tribunal made its award which was published on August 12	 1950. Some of the leading Banks being dissatisfied with the award applied to Supreme Court and obtained special leave to appeal against the said award	 as it had been specially exempted from the jurisdiction of the Labour Appellate Tribunal constituted under the Industrial Disputes (Appellate Tribunal) Act	 1950 (XLVIII of 1950). This Court ultimately held that the award of the Sen Tribunal was void in to for want of jurisdiction	 but did not go into the merits of the award With regard to any of the matters dealt with therein. The consequence of this decision was that the dispute in the banking industry remained unresolved. Soon after there were some strikes consequent on certain action taken by some of the Banks. The result was that the Central Government had to take steps afresh to settle this long standing dispute. Attempts were at first made through the machinery of 204 conciliation to settle the dispute	 but these attempts failed. On June 26	 1951	 was enacted the (XL of 1951) which had the effect of temporarily freezing some of the gains of labour under the Sen Award. In July 1951 the Central Government made a fresh reference to an Industrial Tribunal consisting of Shri H. V. Divatia	 a retired Judge as. Chairman and two other members	 but the Chairman and the members resigned within a short time. On January 5	 1952	 two notifications were made. By one notification a new Tribunal was constituted to be called the All India Industrial Tribunal (Bank Disputes). The Chairman of this Tribunal was Shri Panchapagesa Sastry	 another retired Judge. The other two members were Shri M. L. Tannan and Shri V. L. D 'Souza. Hereafter we shall refer to this Tribunal as the Sastry Tribunal. By another notification of the same date the Central Government referred the matters specified in such. II of the notification	 which '. were the matters in dispute between the employers and workmen of the banking companies specified in sch. 1	 to the Tribunal for adjudication. We need not set out here the matters specified in sch. 11	 but shall presently refer to those items only with which we are concerned in these appeals. The Sastry Tribunal made its award which was published on April 20	 1953. This award came up for consideration of a Special Bench of the Labour Appellate Tribunal on appeals preferred by the employees of banks all over India and of the Banks themselves. The decision of the Labour Appellate Tribunal was given on April 28	 1954. Some of the Banks moved this Court for special leave to appeal from the decision dated April 28	 1954	 of the Labour Appellate Tribunal and such leave was granted on October 4	1954. The same order which granted special leave also directed that the appeals be consolidated. These seven appeals on behalf of different Banks against their workmen have been filed in pursuance of the aforesaid leave granted by this Court. In Civil Appeal No. 56 of 1957 in which the Imperial Bank (now substituted as the State Bank of India) is 205 the appellant	 a preliminary objection has been taken on behalf of the respondent workmen of the Bank to the effect that the appeal is incompetent. We shall presently consider this preliminary objection	 but before we do so	 it will be convenient to indicate the principal questions which arise for consideration in these seven appeals. These questions have been formulated under four heads : (1) what is the scope of item 5 of schedule II of the notification dated January 5	 1952	 the item being expressed in the following words " Bonus	 including the qualifications for eligibility and method of payment "; (2) does section 10 of the Banking Companies Act	 1949 (prior to its amendment by Act 95 of 1956) prohibit the grant of bonus to Bank employees; (3) whether an industrial tribunal is entitled in law to compel Banks to disclose " secret reserves " and " other necessary provisions" made by them	 for the purpose of adjudication; (4) whether the Full Bench formula laid down by the Labour Appellate Tribunal in Mill Owners ' Association	 Bombay vs Rashtriya Mill Mazdoor Sangh	 Bombay (1) for the payment of bonus to employees in the textile industry is applicable to Banks. Of the aforesaid four questions	 the first two directly fall for decision in the appeals before us. For reasons which we shall presently give	 we consider that questions (3) and (4) do not call for any decision at the present stage. We shall now state how the Sastry Tribunal and the Labour Appellate Tribunal dealt with the first two questions. We have stated that item 5 of sch. II of the notification dated January 5	 1952	 referred to the claim of bonus by Bank employees. We have also quoted earlier the words in which item 5 was expressed. The Banks contended before the Sastry Tribunal that the dispute referred to in item 5 did not contemplate the determination of the quantum of bonus payable by (1) 206 any of the Banks for any particular year	 but the item merely referred to the question of bonus in general with special reference to qualifications for eligibility and method of payment. This contention of the Banks was upheld by the Sastry Tribunal which said: " The primary duty is on the Government to be satisfied subjectively whether a reference should be made or not. In the circumstances aforesaid	 we hesitate to hold that we are concerned with the question of quantum of benefits for particular banks and for particular years in the past in the light of profits of such banks durina those periods. We ruled out a request that evidence should be taken for determination of the question. It may yet be open to the concerned parties where there is a real grievance to approach the Government to get a suitable reference for the future as well as for the account years 1949	 1950 and 1951. " What the Sastry Tribunal did was to consider the question whether there could be a bonus scheme for future years and whether it should be made to apply retrospectively to all Banks and for all years; and as to the guiding principles for the ascertainment of bonus	 the Sastry Tribunal suggested certain lines of approach and recommended them for the earnest consideration of both the parties. The Labour Appellate Tribunal	 however	 came to	 a different conclusion with regard to the scope of item 5 and held that it embraced the claims to bonus for the relevant years. Accordingly	 it said : " It follows	 therefore	 that the claims to bonus made for the relevent years have not yet been adjudicated upon and that the terms of the reference have not been exhausted. The ad hoe Tribunal to which this reference was made is no longer in existence and some other Tribunal will have to decide what bonus	 if any	 is payable by the Banks to its employees for the relevant years. " The correctness of this part of the judgment of the Labour Appellate Tribunal has been seriously contested before us on behalf of the appellants and this is the first question which we have to decide. 207 On the second question	 namely as to the interpretation of section 10 of the Banking Companies Act	 1949 (prior to its amendment in 1950) there was again a difference between the Sastry Tribunal and the Labour Appellate Tribunal. The Chairman of the Sastry Tribunal was of the view that section 10 of the Banking Companies Act	 1949	 did not stand in the way of a grant of bonus to Bank employees	 but the other members of the Sastry Tribunal apparently felt that the matter was not free from doubt and the Tribunal as a whole recommended to Government that the alleged legal difficulty by reason of section 10 of the Banking Companies Act	 1949	 should be removed by suitable legislation. Perhaps	 it was as a result of this recommendation that section 10 of the Banking Companies Act	 1949	 was amended in 1956. The Labour Appellate Tribunal	 however	 by a majority of 2 to I came to the conclusion that section 10 was no bar to a claim for bonus by Bank employees. One member of the Appellate Tribunal	 Shri D.E. Reuben	 recorded a note of dissent in which he held that by reason of section 10 of the Banking Companies Act	 1949	 as it stood at the relevant time	 the Industrial Courts could not grant bonus to the workmen of a Bank. On behalf of the appellants it has been contended that the view of the majority of the Labour Appellate Tribunal with regard to section 10 of the Banking Companies Act	 1949	 is not correct. This is the second question for our decision. As we are not deciding the other two questions	 no useful purpose will be served by setting out the findings of the Tribunals below with regard to them. We now proceed to consider the preliminary objection taken on behalf of the respondent workmen in Civil Appeal No. 56 of 1957. Some more facts must be stated with reference to this preliminary objection. After the decision of the Labour Appellate Tribunal and before it could be implemented	 several Banks appealed to Government to set aside the decision of the Labour Appellate Tribunal as they felt that the total burden imposed by it was entirely beyond their capacity to bear. Therefore	 the Reserve Bank of India	 under directions of the Central Government 208 carried out a rapid survey of the possible effect of the decision of the Labour Appellate Tribunal on the working of a few typical banks which were parties to the dispute. On a study of the evidence so collected	 the Central Government concluded that it; was inexpedient on public grounds to give effect to parts of the decision. Consequently	 the Labour Appellate Tribunal 's decision was modified by them by an order dated August 24	 1954. This decision was debated in Parliament and ultimately Government announced their decision to appoint a Commission (known as Bank Award Commission) to help them assess more fully the effect of the award. The Commission submitted its report on July 25	 1955	 and with regard to the claim for bonus it said: " In regard to the claim for bonus	 no general principles can be invoked and the case of each individual bank would have to be considered on its merits. Since this dispute has not been resolved so far	 it is likely that it may have to be dealt with in the near future. The claim for bonus is not within the terms of my reference and I do not wish to trespass in the area of this dispute. I am	 however	 referring incidentally to this aspect of the matter because the fixation of a wage structure is likely to have an effect on employees ' claim for bonus." (see paragraph 51 at page 34 of the Commission 's report). Thereafter	 the (XLI of 1955) was passed to provide for the modification of the decision of the Labour Appellate Tribunal in accordance with the recommendations of the Commission. This Act in so far as it is relevant for our purpose said in section 3 thereof that the decision of the Labour Appellate Tribunal shall have effect as if the modifications recommended in Ch. XI of the report of the Commission dated July 25	 1955	 had actually been made therein and the appel late decision as so modified shall be the decision of the Appellate Tribunal within the meaning of the Industrial Disputes (Appellate Tribunal) Act	 1950 and the award shall have effect accordingly. It is clear that the Commission did not make any recommendation in 209 respect of the bonus claim and the 	 does not affect the present appeals; that Act merely gave effect to the modifications recommended by the Commission	 but did not give the decision of the Labour Appellate Tribunal any higher sanctity as a statutory enactment. Now	 the preliminary objection taken on behalf of the respondent workmen is that the decision of the Labour Appellate Tribunal merely says that the claims to bonus for the relevant years have not been adjudicated and therefore the terms of the reference have not been fully worked out; it is contended that this means that some other Tribunal " ill have to decide what bonus	 if any	 is payable by the Banks to their employees	 and no sucr Tribunal having been so long appointed	 there is at the present stage no enforceable award within the meaning of the 	 and the appeal accordingly is premature and incompetent. We are unable to accept this contention as correct. On behalf of the appellant Banks it has been submitted that the Labour Appellate Tribunal misconceived the scope of item 5 of sch. 11 of the relevant notification and on that misconception it came to the conclusion that the terms of reference had not been exhausted	 a conclusion the correctness of which the appellants are entitled to challenge by way of appeal or else they will be bound by the decision that the reference is still pending and can be worked out by another Tribunal. This submission we think is correct. In the 	 an 'award ' means an interim or final determination by an Industrial Tribunal of any industrial dispute or of any question relating thereto. The dispute between the parties in the present case related to bonus: on behalf of the banks it was contended (a) that item 5 of sch. 11 did not include claims of bonus for particular years in respect of particular banks but related to a general scheme of bonus including qualifications for eligibility and method of payment	 and (b) that even a general scheme cf bonus could not be made by reason of the provisions of section 10 of the Banking 27 210 Companies Act	 1949; on behalf of the Bank employees it was contended that (a) item 5 included claims for bonus for particular years in respect of particular banks and (b) section 10 of the Banking Companies Act	 1949	 did not stand in the way of such claims. These rival contentions led to an industrial dispute which the Labour Appellate Tribunal determined by its decision dated April 28	 1954. We do not see why that decision is not an 'award ' within the meaning of the . In our opinion	 in no sense can the appeals be said to be premature or incompetent. It is worthy of note that these appeals have been filed in pursuance of special leave granted by this Court tinder article 136 of the Constitution. That Article enables this Court to grant	 in its discretion	 special leave to appeal from any judgment	 decree	 determination	 sentence or order in any cause or matter passed or made by any court or tribunal in the territory of India. The powers of this Court under the said Article are wide and are subject to such considerations only as this Court has laid down for itself for the exercise of its discretion. The argument before us is not that these appeals do not come	 within those considerations and special leave should not have been granted; but the argument is that they are incompetent for other reasons. Even those reasons	 we think	 are not sound. Learned counsel for the respondent workmen has cited before us some decisions	 one Australian 'In re the Judiciary Acts	 etc. (1)); and another American (David Muskrat vs United States (2)) in support of his contention. We consider	 however	 that the point is so clear and beyond doubt that it is unnecessary to embark on an examination of decisions which relate to entirely different facts. There is	 in our opinion	 no substance in the preliminary objection which must be overruled. Now	 we proceed to consider the true scope of item 5 of sch. 11 of the notification dated January 5	 1952. Schedule 11 of the notification dated June 13	 1949	 by which a reference was made to the Sen Tribunal contained an identical item which was item 6. That (1) ; (2) ; ; 211 item was expressed exactly in the samewords as item 5 of sch. 11 of the notification underour consideration. The Sen Tribunal dealt with thescope of that item and said that a large number ofdemands had been made by the unions for bonus for particular years in respect of particular banks. The Sen Tribunal then said: " We have been unable to deal with such individual demands	 except such matters as were pending in the different States at the time of our appointment and have been specifically referred to us under the provisions of section 5 of Ordinance VI of 1949 or Act LIV of 1949. Apart from the great deal of time that we should have to spend on such questions	 had we to hear and dispose of every application for a particular year in respect of a particular bank	 we believe that the kind of disputes regarding bonus that have been referred to us are disputes of a general nature	 e.g.	 questions regarding 'qualifications for eligibility and method of payment '. " Thus it is clear that the Sen Tribunal also understood the item as a reference	 of a dispute of a general nature which did not include demands for bonus for particular years in respect of particular banks. The Central Government which made the reference to the Sastry Tribunal by the notification dated January 5	 1952	 had before it the interpretation which the Sen Tribunal had made in respect of the self same item. Having that interpretation before it	 the Central Government used identical language to express the dispute which it referred to the Sastry Tribunal in item 5 of sch. This	 in our opinion clearly shows that item 5 of sch. 11 of the notification relating to the Sastry Tribunal has the same meaning as item 6 of sch. 11 of the notification relating to the Sen Tribunal as interpreted by that Tribunal. The various items in sch. 11 of the relevant notification are not items in legislative lists	 but are items in an administrative order and it would not be right to apply the same canon of interpretation to the items in an administrative order as is applied to items in a legislative list. It is worthy of note that some of the items in 212 the Sen reference were modified when the subsequent reference was made to Sastry Tribunal. Item 38 of the Sen reference read as follows: In what manner and to what extent do the decisions of the Tribunal require modification in the case of employees of banks in liquidation or moratorium ?" This item was dealt with by the Sen Tribunal at pp. 157 to 160 of its award and it pointed out certain defects in the wording of the item. When a similar item was referred to the Sastry Tribunal	 necessary changes were made in the wording of the item to remove the defects pointed out by the Sen Tribunal (see item 11 of sch. 11 of the notification relating to the Sastry Tribunal. Another example of a similar character is item 5 of sch. 11 of the Sen reference	 an item which related to " other allowances " payable to bank employees including conveyance allowance for clerks for journeys to and from the clearing house. A point taken before the Sen Tribunal was that by conveyance allowance was meant an allowance for journeys to and from the place of work. The Sen Tribunal confined conveyance allowance to expenditure incurred for going out on the Bank 's work while the Bank employee was on duty. The scope of the reference was made clearer by changing the phraseology of the item when the subsequent reference to the Sastry Tribunal was made; see in this connection the phraseology of item 28 of sch. 11 of the notification relating to the Sastry Tribunal. It would thus appear that we have two kinds of examples: (1) in some cases the phraseology of the items is changed when the subsequent reference is made taking into consideration the criticisms made by the Seti Tribunal and (2) there are other cases where no change in phraseology is made even though the Sen Tribunal has understood a particular item in a particular sense. Judged in the light of these examples	 it seen is to us that the true scope of item 5 of 	ch. 11 is what the Sastry Tribunal understood it to be	 namely.	 whether bonus was payable to Bank employees and	 if so	 what were the qualifications for eligibility and method of 213 payment. The reference in item 5 of schedule 11 did not include within itself claims of bonus for particular years in respect of particular banks. The Sastry Tribunal further pointed out that there were specific references with regard to the claims for bonus in respect of some Banks. Those reference did not	 however	 come within item 5 of sch. If they did	 it was completely unnecessary to make separate and specific references with regard to such claims. Item 5 was not the only item which raised a general question. There were many other items of a similar nature	 such as items 3	 6	 9 etc. The Labour Appellate Tribunul itself realised the difficulty of deciding under item 5 of sch. 11 the particular claims for bonus for particular years. The Sastry Tribunal pointed out that there were 129 banks before it and no evidence was given to substantiate the claims for bonus for particular years in respect of particular banks. The Sastry Tribunal said: "We cannot assume that	 for all these 129 banks before us and for all these years there were live disputes about this matter which the Government had considered fit and proper to be referred to us after applying their minds to the problem whether such a reference should be made to an industrial tribunal. There is also this additional circumstance that there had been two special and specific references by the Govern cut in relation to the payment of bonus by the central bank of India	 the Allahabad Bank and the	 Unitted commercial Bank for the years 1951 and 1951. Moreover	 even apart from the general character of the various heads of of disputes in the reference to us individual cases pertaining) only to Some banks Wherever the Government wanted to make such a reference have been particularised and set out	 e.g	 absorption of Bharat Bank employees itein 31 in schedule It of the	 notification. It may be mentioned that the claim before us in connection with the bonus payable I)v the Imperial Bank of India for the years 1948	 lb49	 1950 and 1951 would involve a payment of very nearly a crore of rupees over and above the 214 payments already made for these years. It is not possible for us to affirm what the attitude of the Government would have been on the question of referring a dispute of this character to us under section 10 of the . " Faced with the difficulty referred to by the Sastry Tribunal	 the Labour Appellate Tribunal also said that it could not deal with individual claims for bonus in the present proceedings. The Labour Appellate Tribunal said that it would be acting in vacuo if it attempted to decide individual claims for bonus without having before it specific cases of bonus	 particularly when there were no materials on the record on which the Tribunal could make a decision as to the quantum of bonus payable by a particular bank for a particular year. This difficulty instead of leading the	 Labour Appellate Tribunal to give a proper interpretation to the true scope of item 5 of sch. 11 led it to the conclusion that item 5 of sch. 11 embraced within itself individual claims for bonus for particular years and those claims must be dealt with by another tribunal on the footing that the reference had not been completely worked out. We consider this to be a complete non sequitur. Item 5 of sch. IL must be interpreted as an item in an order of reference in the context in which the item has been used	 the words in which it has been expressed and against the background in which the dispute has arisen. The practical difficulty which may arise in deciding individual claims for bonus in respect of particular banks is merely a circumstance to be taken into consideration. It cannot be decisive on the question of determinination the true scope and effect of item 5 of sch. On a consideration of all relevant circumstances and having regard to the context and the words in which item 5 of sch. 11 has been expressed	 we are of the view that the Labour Appellate Tribunal was wrong in its conclusion that the reference had not been worked out and that individual claims for bonus in respect of particular banks must be determined by another tribunal on the basis of the reference made in 1952. 215 We now proceed to a consideration of the more important question	 as to the effect of section 10 of the Banking Companies Act	 1949. We have stated earlier that section 10 of the Banking Companies Act	 1949	 hereinafter called the Banking Act	 was amended in 1956. We shall first read the unamended section	 the provisions whereof were in force at the time relevant to these appeals. We shall later read also the amended section in connection with an arguement presented on behalf of the Bank employees that the (XCV of 1956) was not remedial in nature but was declaratory of the law as it always was. Section 10 of the Banking Act prior to its amendment in 1956	 was in these terms " section 10. (1) No banking Company(a) shall employ or be managed by a managing agent or	 (b) shall employ any person (i)who is or at any time has been adjudicated insolvent	 or has suspended payment or has compounded with his creditors	 or who is or has been convicted by a criminal court of an offence involving moral turpitude; or (ii)whose remuneration or part of whose remuneration takes the form of commission or of a share in the profits of the company; or (iii)whose remuneration is	 according to the normal standards prevailing in banking business	 on a scale disproportionate to the resources of the Company; or (c) shall be managed by any person: (1)who is a director of any other company	 not being a subsidiary company of the banking company; or (ii)who is engaged in any other business or vocation ; or (iii)who has a contract with the company for its management for a period exceeding five years at any one time: 216	 Provided that the said period of five years shall in relation to contracts subsisting on the 1st day of July	 1944	 be computed from that date Provided further that any contract with the company for its management may be renewed or extended for a further period not exceeding five years at a time if and so often as the directors so decide. (2)If any question arises in any particular case whether the remuneration is	 according to the normal standards prevailing in banking business	 on a sctle disproportionate to the resources of the company for the purpose of sub clause (iii) of clause (b) of subsection (1)	 the decision of the Reserve Bank thereon shall be final for all purposes. " Before we proceed to a consideration of the construction of the section	 a little history may not be out of place. The Companies (Amendment) Act	 1936 introduced a new Ptrt XA in the Indian Companies Act	 1913 (VIl of 1913). Part XA contained certain special provisions applicable to banking companies only. The section with which we are concerned was section 277HH	 and that section was introduced by an amending Act of 1944. It was the precursor of section 10 of the Banking Act and it may	 perhaps	 be advisable to read section 277HH in so far as it is relevant for our purpose: " 277HH. No banking company. shall	 after the expiry of two years from the commencement of the Indian Companies (Amendment) Act	 1944	 employ or be	 managed by a managing agent	 or any person whose remuneration or part of whose remuneration takes the form of commission or a share in the profits of the company	 or any person having a contract with the company for its management for a period exceeding five years at any one time ; Provided that the period of five years shall	 for the purposes of this section	 be computed from the date on which this section comes into force; 217 Provided further that any such contract may be be renewed or extended for a further period not exceeding five years at a time if and so often as the directors think fit. " Obviously	 the most undesirable feature in the structure and management of banking companies which the section tried to remedy was the appointment of managing directors or managers on long term contracts on payment of remuneration by commission or a share in the profits. However	 the section was not confined to a managing agent or manager only	 though by a reference to the statement of objects and reasons in relation to the amendment of 1944 it was suggested on behalf of the respondents that the section was so confined. The statement of objects and reasons is not admissible	 however	 for construing the section; far less can it control the actual words used. The section in express terms said that 'no banking company . shall employ any person whose remuneration or part of whose remuneration takes the form of . a share in the profits of the company '. Then	 in 1949 came the Banking Act. As its long title and preamble indicate	 it is an Act to consolidate and amend the law relating to banking companies. It repealed the whole of Part XA of the Indian Companies Act	 1913 including section 277HH referred to above	 but section 2 said: " section 2. The provisions of this Act shall be in addition to	 and riot	 save as hereinafter expressly provided	 in derogation of the Indian Companies Act	 1913	 and any other law for the time being in force. " The Indian Companies Act	 1913 itself stood repealed by the Indian (I of 1956). We now come back to section 10	 the proper interpretation of which is the immediate problem before us. Shorn of all such details as are unnecessary for our purpose	 the section says that no banking company shall employ any person	 whose remuneration or part of whose remuneration takes the form of a share in the profits of the company. The section opens with a negative	 218 and says that no banking company shall employ any person; the expression 'any person ' is followed by the adjectival clause descriptive of the person who shall not be employed. The adjectival clause says that the person	 who shall not be employed	 is one whose remuneration or part of whose remuneration takes ' the form of a share in the profits of the company. Two questions at once confront us: (1) is I bonus remuneration; and (2) is it a share in the profits of the company. The argument on behalf of the appellant Banks is that I bonus ' as awarded by Industrial Courts is remuneration within the meaning of section 10 and it is also a share in profits; therefore. the express provisions of section 10 read with section 2 of the Banking Act override the provisions of the so far as banking companies are concerned	 and prohibit the award of bonus to employees of Banks. On behalf of the Bank employees the argument is that bonus as awarded by Industrial Courts is not 'remuneration ' within the meaning of section 10 of the Banking Act	 nor is it a share in profits in its true nature. The argument on both sides hinges on the two key expressions: I remuneration ' and ' share in profits '. The meaning of these expressions we shall consider in some detail. But it is convenient at this stage to get rid of some minor points. Section 10 in its operative part says that 'no banking company shall employ any person etc. ' The amendment of 1956 says that I no banking company shall employ or continue the employment of any person '. The question has been mooted before us if the expression 'shall employ ' means and includes	 prior to the amendment of 1956	 'shall continue the employment of '. We think it does; otherwise the very purpose of the section is defeated. Take	 for example	 the case of an insolvent. The section says that no banking com pany shall employ any person who is or at any time has been adjudicated insolvent. Suppose that at the time the bank employs a person	 he has not incurred any of the disqualifications mentioned in section 10; but subsequently	 there is an order of adjudication against him and he is adjudicated an insolvent	 The section 219 obviously means that such a person can no longer be employed by the bank. If subsequent disqualification is not within the mischief of the section	 then the very purpose of the section which must be the safety and well being of the bank will be rendered nugatory. We must	 therefore	 hold that the expression 'shall employ a person ' in section 10 means and includes 'shall have in employment ' and in this respect the amendment of 1956 merely makes clear what was already meant by the section. We may also dispose of here an argument based on section 2. When an industrial dispute as to bonus between an employer and his workmen is referred to a tribunal for adjudication	 the tribunal has the power to resolve the dispute by an award. Such an award may grant bonus to workmen	 if certain conditions are fulfilled. The argument before us is that the provisions of the Banking Act are not to be interpreted in derogation of the provisions of the 	 but in addition thereto. This argument	 however	 ignores an essential qualification embodied in section 2 namely	 the qualification in the clause 'save as hereinafter ex pressly provided '. If section 10 expressly provides that no banking company shall employ a person whose remuneration or part of whose remuneration takes the form of a share in profits	 and I bonus ' is both remuneration and a share in profits	 then section 2 can be of no assistance to the respondents. The express provisions of section 10 must then override any other law for the time being in force	 so far as banking companies are concerned. This brings us back to the two key expressions remuneration ' and 'share in profits '. We take the expression 'remuneration ' first. The dictionary meaning of the word is reward	 recompense	 pay for service rendered (see the Concise Oxford Dictionary) ; and that is the ordinary meaning of the word. The word was judicially noticed in a very early decision (R. vs Postmaster General (1); and on appeal (2); Blackburn	 J.	 said: " I think the word ' remuneration. . means		 a quid pro quo. If a man gives his services. whatever consideration lie gets for giving his services seems to (1) (2) 220 me a remuneration for them. Consequently	 I think if a person was in receipt of a payment	 or in receipt of a percentage	 or any kind of payment which would not be an actual money payment	 the amount he would receive annually in respect of this would be remuneration. " The word was again noticed in several English decisions in connection with section 13 of the Workmen 's Compensation Act	 1906	 which enacted that a workman did not include a person employed otherwise than by way of manual labour whose " remuneration " exceeded pound	 50 ; and in Skiles vs Blue	 Anchon Line	 Ltd.( ') it was observed that remuneration was not the same thing as salary or cash payment by the employer but involved the same considerations as earnings. This was a case in which the purser of a ship received	 in addition to his regular wages	 at the end of each voyage	 at a fixed rate per month	 a bonus or extra wages; he also made a profit by the sale on board ship of whisky in nips. The majority of Judges held that both the bonus and the profit on the whisky ought to be taken into account in estimating the purser 's remuneration. In an earlier decision	 Penn vs Spiers and Pond Limited (2)	 the gratuities and tips which the deceased workmen	 employed as a waiter on a restaurant car	 received from passengers using the restaurant car were held to be I earnings in the employment of the same employer '. The decision in Penn vs Spiers and Pond	 Limited (supra) (2) was approved by the House of Lords in Great Western Railway vs Helps (a). In his speech Lord Dunedin repelled the argument addressed for the appellants of that case that the meaning of the expression " earnings " should be limited to what the workman gets from direct contract from his employer by saying that the simple answer to the argument was that the statute did not say so; it used the general term I earnings ' (in our case the general term `remuneration) instead of the term " wages" or the expression " what he gets from his employer ". It is	 we think	 unnecessary to multiply decisions. In a recent Australian decision	 Conally vs Victorian Railways (1) [1911] 1 K.B 36o. (2) (3)[1918] A.C. 141. 221 Commissioner	s (1) the matter has been tersely put as follows: " It (the word remuneration) should be given its natural meaning unless there is reason to do otherwise. " This is a salutary rule of construction and should	 we think	 be adopted in the present case. Is there anything in the Banking Act to give the word 'remuneration ' a restricted meaning? Three meanings have been canvassed before us. The widest meaning for which the learned Attorney General appearing for some of the banks has contended is the natural meaning of the word 'remuneration ' in the sense of any recompense for services rendered	 whether the payment is voluntary or under a legal obligation. The second meaning	 which is intermediate between the widest and the narrowest	 is that it means what is payable under any legal obligation	 whether under a contract	 statute	 or an award. The narrowest meaning for which Shri N.C. Chatterjee	 learned counsel for the respondent workmen	 has canvassed is that remuneration in section 10 of the Banking Act means contractual wages	 viz.	 what is payable under the terms of the contract of employment only. He has put his argument in the following way: section 10	 when it says that I no banking company shall employ a person etc. '	 refers to the contractual relationship of employer and employee created by an act of parties	 and its purpose is to put a	 ban on one kind of employment of a person who is to be paid a particular remuneration under the terms of his employment. It is stated that the prohibition is against any remuneration in the nature of profit sharing being fixed under a contract of service between the bank and its employees and it is contended that the legislature made the prohibition dependent on the terms of employment. It is submitted that the adjudication of an industrial tribunal in awarding bonus does not create any obligation by act of parties	 and even if it imports some kind of implied term	 it is de hors the contract of employment and is the result of a judicial verdict under the industrial law. The argument is attractive but does not in our opinion stand the test of close scrutiny. Lot us look a (1) ; (also 1957 Australian Law Reports 1097). 222 little more closely to section 10 of the Banking Act. It says inter alia that no banking company shall employ or be managed by a managing agent or shall employ a person who is or has been convicted by a criminal court of an offence involving moral turpitude etc; see el. (b)(1). It is obvious that when the section says 'shall employ '	 it means 'shall have in the employment of. It is not suggested that the disqualifications mentioned in cl. (b) (1) refer only to the contract of employment. If that were so	 the section would hardly serve the purpose for which it must have been meant. We may take another example which brings out the meaning of the section even more clearly. Let us suppose that the Bank employs a manager on a contract of service which makes no mention of bonus or commission. On the argument of learned counsel for the respondents	 section 10 does not stand in the way of the bank to pay voluntarily and ex gratia any amount to the manager by way of commission or bonus	 as long as the contract of service does not contain any term as to such payment. This	 in our opinion	 makes nonsense of the section. Learned counsel for the respondents had himself suggested in the course of his arguments that having regard to the legislative history of the enactment	 the section was intended to prevent banks from having managers	 by whatever name they might be called	 who were paid by commission or a share in the profits; and yet the Bank can make such payment if it adopts the subterfuge of not saying anything about such payment in the contract of service. There are	 in our view	 clear indications in the section itself that the word 'remuneration ' has been used in the widest sense. Firstly	 cl. (b) (iii) also uses the word remuneration. It says " whose remuneration is	 according to normal standards prevailing in banking business	 on a scale disproportionate to the resources of the company ". Sub section (2) unamended states inter alia that if any question arises in any particular case whether the remuneration is according to the normal standards prevailing in banking business on a scale disproportionate to the resources of the company etc.	 the decision of the Reserve Bank 223 shall be final. It is clear that in cl. (b) (iii) of sub section (1) and also in sub section (2)	 the word	remuneration has been used in the widest sense. We may invite attention in this connection to r. 5 of the Banking Companies Rules	 1949 (which are statutory rules) which requires a banking company to send periodically to the principal office of the Reserve Bank a statement in Form I showing the remuneration paid during the previous calendar year to officers of the company etc. Form I has a footnote which says: " Remuneration includes salary	 house allowance	 dearness allowance	 . bonus . . fees and allowances to directors etc." We do not say that a statutory rule can enlarge the meaning of section 10; if a rule goes beyond what the section contemplates	 the rule must yield to the statute. We have	 however	 pointed out earlier that section 10 itself uses the word 'remuneration ' in the widest sense	 and r. 5 and Form I are to that extent in consonance with the section. Shri Phadke appearing for some of the respondents has urged a somewhat different contention. He has argued that assuming that the word 'remuneration ' has been used in the widest sense in section 10 and therefore includes bonus	 r. 5 and Form 1	 show that payment of bonus is permissible: this is intelligible only on the footing that the provisions of section 10 are restricted in their application to such employees of a banking company as are employed in a managerial or admini strative capacity; they do not apply to 'workmen ' as defined in the . We find it difficult to accept this argument. The section says that 'no banking company shall employ any person '	 and we do not see how the expression 'any person ' can be restricted to those on the managerial or administrative staff only. We cannot arbitrarily cut down the amplitude of an expression used by the legislature. It is necessary to refer here to the decision in Wrottesley vs Regent Street Florida Restaurant (1) on which learned counsel for the respondent workmen has placed great reliance. It is necessary to refer to the (1) 224 facts of the case	 which are stated in the headnote. The waiters employed at an unlicensed restaurant	 by an oral agreement amongst themselves and between them and their employers	 paid into a pool all the tips received by them during the course of their employment. The tips were placed in a locked box	 and the contents were distributed weekly in shares calculated in accordance with the agreement. The total weekly sum received by each waiter including the share of the tips exceeded	 but the weekly wage paid by the employers was itself less than	 the minimum wage prescribed by the Wages Regulations (Unlicensed Place of Refreshment) Order	 1949. The proprietors of the restaurant were prosecuted for failing to pay the minimum wage. It was held that the sums paid from the pool were riot remuneration	 and the earlier decisions relating to the calculation of the earnings of a waiter in connection with the Workmen 's Compensation Acts were distinguished. Lord Goddard	 C.J.	 thus explained the distinction: " The amount of a man 's earnings in an employment and the amount of remuneration which his employer pays to him are not necessarily the same thing. The section creating the offence	 and under which the proceedings are taken	 is section 9	 sub section 2	 of the Catering Wages Act	 1943. That section provides that	 if an employer fails to pay to a worker to whom a wages regulation order applies remuneration not less than the statutory minimum remuneration clear of all deductions	 he shall be guilty of an offence. Section 10 contains somewhat elaborate provisions for the computation of remuneration. Not only the short title but the structure of the Act setting up a wages commission	 permitting the establishment of wages boards	 and providing for wage regulation orders clearly indicates that it is with wages that the Act is intended to deal. The use of the word " remuneration " in both section 9 and section 10 and	 indeed	 in other sections	 is probably because there are certain deductions from wages which are authorized by section 10	 so that remuneration is an apt word to indicate the net payment	 225 What we have to decide is whether	 when a waiter	 receives a payment from the tronc in the manner found in the case	 that sum can be regarded as remuneration paid to him by	 or as remuneration obtained by him in cash from	 his employer. In our opinion	 when a customer gives a tip to a waiter the money becomes the property of the latter. " We think that the decision itself shows that the word remuneration ' must be given its meaning with reference to the context in which the word occurs in the statute. In the context of the Catering Wages Act	 1943	 it meant the net payment after certain deductions from wages paid by the employer; and in the Workmen 's Compensation Acts	 it meant the amount of a man 's earnings in an employment. We have pointed out that in the Banking Act with which we are con cerned	 the word I remuneration ' has been used in the widest sense. In that. sense	 it undoubtedly includes bonus. We proceed now to a consideration of the second key expression for our purpose	 viz.	 'takes the form of a share in the profits of the company '. The conception of industrial bonus (that is	 profit bonus claimed by employees and granted amicably	 through conciliation or as a result of an industrial award) has had a chequered development. In some of the earlier Bombay decisions of Industrial Adjudicators	 it was held that the grant of bonus was entirely a matter of grace and not of right; some decisions characterized bonus as a gift	 a sort of bakshis or pourboire (see D. G. Damle 's Labour Adjudications in India. p. 408). By 1948	 however	 the conception had crystallised	 and it was judicially recognised that the claim of profit bonus could not any longer be regarded as an ex gratia payment. In Millowner 's Association	 Bombay vs Rashtriya Mill Mazdoor Sangh Bombay (1) the Full Bench of the Labour Appellate Tribunal evolved the formula for determining the quantum of bonus	 and the general principles governing the claim of bonus were also laid down. These are	: (1) as both capital (1) 29 226 and labour contribute to the earnings of the industrial concern	 it is fair that labour should derive some benefit	 if there is a surplus after meeting prior or necessary charges; (2) the claim of bonus would only arise if there should be a residue after making provision for (a) prior charges and (b) a fair return on paid up capital and on reserves employed as working capital .and (3) bonus is a temporary satisfaction	 wholly or in part	 of the needs of the employee where the capacity of the industry varies or is expected to vary from year to year	 so that the industry cannot afford to pay 'living wages '. The Labour Appellate Tribunal recognised that where the goal of living wages had been attained	 bonus like profit sharing in the technical	 narrow sense would represent more the cash incentive to greater efficiency and production. The conception of the living wage itself is a growing conception	 and the goal has been reached in very few industries	 if any	 in this country. The general principles laid down by the aforesaid Full Bench decision of the Labour Appellate Tribunal were generally approved by this Court in Muir Mills Co. Ltd. vs Suti Mills Mazdoor Union	 Kanpur (1)	 and have been fully considered again and approved in Civil Appeals Nos. 459 and 460 of 1957 (Associated Cements) in which judgment was delivered on May 5	 1959. We have to consider the expression I takes the form of a share in the profits of the company ' in the context of the meaning of the word bonus ' as explained above. It is necessary to state that we are not considering here the question of production bonus or Puja bonus	 which may not necessarily come out of profits and these stand on a different footing. There can be now no doubt	 however	 that profit bonus	 in the industrial sense in which we now understand it	 is a share in the profits of the company; it is labour 's share of the contribution which it has made in the earning of the profits. The two grounds on which it has been contended that bonus is not a share in the profits are (1) that it is not a fixed or certain percentage of the available surplus of profits and (2) it partakes of the (1) ; 227 nature of a contingent	 supplementary wage. These two grounds weighed considerably with the majority of members of the Labour Appellate Tribunal who expressed the view that section 10 of the Banking Act did not stand in the way of granting bonus to bank employees	 because bonus according to them was not a share in the profits of the company. We do not think that either of these two grounds is valid. The first ground arises out of a confusion between the expression 'takes the form of a share in profits ' and the expression 'profit sharing ' used in a narrow	 technical sense. It is undoubtedly true that the bonus formula does not lay down any fixed percentage which should go to labour out of the available surplus. The share of labour will depend on a number of circumstances; but once the amount which should go to labour has been determined	 it is easy enough to calculate what proportion it bears to the whole amount of available surplus of profits. There is thus no difficulty in identifying bonus as a share in the profits of the company. It is true that the International Congress on Profit sharing held in Paris in 1889 adopted the definition of 'profit sharing ' in the technical	 narrow sense. That definition said that profit sharing was an agreement (formal or informal) freely entered into	 by which the employees receive a share	 fixed in advance	 of the profits " (see Encyclopaedia of the Social Sciences	 Seligman and Johnson	 Vol. XII	 p.487). But that is not the sense in which bonus has been understood in our industrial law	 and it is worthy of note that section 10 of the Banking Act does not use the technical expression 'profit sharing ' but the more general expression I takes the form of a share in the profits etc. '. We are unable to hold that this general expression has a technical meaning in the sense that the share in profits must be fixed in advance	 as in technical profit sharing; such a meaning would	 without sufficient reason	 exclude from its purview schemes under which the workers are granted regularly a share in the net profits of industry	 but in which the share to be distributed among the workers is not fixed in advance but is decided from time to time on ad hoc	 228 basis by an independent authority such as an industrial court or tribunal. The second ground also appears to us to be equally untenable. Bonus in the ' industrial sense as understood in our country does come out of the available surplus of profits	 and when paid	 it fills the gap	 wholly or in part	 between the living wage and the actual wage. It is an addition to the wage in that sense	 whether it be called Contingent and supplementary. None the less	 it is labour 's share ' in the profits	 and as it is a remuneration which takes the form of a share in profits	 it come 's within the mischief of section 10 of the Banking Act. It may be asked why should the legislature seek to deprive bank employees	 who are not on the managerial or administrative staff	 of their industrial claim to bonus when they contribute to the prosperity of the banks? This really is a question of policy on which we are not permitted to speculate. On the one side there is the necessity for safeguarding the integrity and stability of the banking industry	 and on the other side there is the claim of employees for a share in the profits. Which claim has a greater urgency at a particular time is really a matter for the legislature to say. We may refer here by way of contrast to section 31A of the . That section ' is in terms similar to section 10 of the Banking Act	 but has some marked differences. Firstly	 it specifically mentions bonus	 along with a share in profits	 in cls. (b) and (c) of sub section (1); secondly	 it has a proviso which says inter alia that nothing in subS. (1) shall prohibit the payment of bonus in any year on a uniform basis to all salaried employees I etc.	 or such bonus which in the opinion of the Central Government is reasonable having regard to the circumstances of the case. This merely shows that it is for the legislature to decide how to adjust the claim of employees with the safety and security of the business in which the employees are in employment. The learned Attorney General has relied on a number of decisions in support of his contention that bonus comes within the expression 'takes the form of a share in profits '. In re Young	 Ex Parte Jones (1) it was held (1) [1896]2Q.B.484. 229 that a contract that a person shall receive a fixed sum " out of the profits" of a business was equivalent to a contract that he shall receive "a share of the profits" within the meaning of sub section 3(d) of section 2 of the Partnership Act	 1890. A similar question arose in Admiral Fishing Company vs Robinson (1) in connection with section 7	 sub section 2	 of the Workmen 's Compensation Act	 1906 which said: " This Act shall not apply to such members of the crew as are remunerated by shares in the profits or gross earnings of the working of such vessel. " The claimant who was the engineer of a fishing smack was entitled to one share of the net profits of the working of the vessel on the particular voyage. The question was was he remunerated by shares in the profits ? The answer given was that he clearly was so remunerated. In Costello vs Owners of Ship Pigeon (2) the claimant was employed as a boatswain on a steam fishing trawler and was remunerated by wages	 maintenance	 and poundage dependent on the profits of the fishing expedition. The House of Lords decided by a majority that the claimant was remunerated by a share in profits within the meaning of section 7	 sub section 2	 of the Workmen 's Compensation Act	 1906. Shri N. C. Chatterjee has invited our attention to Newstead vs Owners of Steam Trawler Labrador (3). That was a case of a claim for compensation by the widow of a member of the crew of a fishing vessel	 which was lost with all hands. The claim was resisted by the owners on the ground that the deceased was remunerated by a share in the profits or gross earnings of the vessel within section 7	 sub section 2 of the Workmen 's Compensation Act	 1.906	 and therefore that the Act did not apply to him. He was employed as chief engineer on board a steam trawler at a fixed weekly wage of pound 2. It was the custom of the owners when the gross earnings of the boat exceeded pound 100 for any one trip (each trip being usually of about a week 's duration) to allow a sum of pound 2 by way of bonus	 of which pound	 I went to the captain and 2s. to each of the remaining eight members of the crew. If the gross earnings of the (1) (2) (3) 230 boat exceeded pound 125 the bonus was proportionately increased and so on	 but it was not further increased if the gross earnings realised more than pound	 175. The decision proceeded on the footing that the bonus in that case was not a share in profits but an additional sum for wages determined by the amount of the gross earnings. Lord Cozens Hardy	 M. R.	 expounded the ratio of the decision in the following words : " The question is whether	 having regard to the circumstances	 that can be said in the present case. It seems that by the custom of this firm and by the understanding and arrangement between the parties	 if the vessel made pound	 100 the skipper was entitled to pound 1	 and in that particular case each member of the crew was entitled to half a crown. If the vessel made more the skipper and crew were entitled to larger sums. Now what was the effect .of that? The bonus was not	 as it seems to me any part of the profits	 nor was it a share in the gross earnings of the vessel. There was an obligation on the part of the owners of the trawler to pay the half a crown (to take that as one instance) in a certain event	 which event was to be determined by the gross earnings of the vessel. I see no ground for holding that it was in any sense of the word a share of the gross earnings of the working of the vessel any more than the actual wages which were payable to the seamen could be treated as being a share of the gross earnings of the vessel	 although the bonus as well as the wages would figure in the ship 's accounts as against the receipts on the other side. " It seems clear to us that the ratio of the decision does not apply here. The bonus we are dealing with here is not additional wage determined by the amount of profits; it is really part of the availiable surplus of profits distributed to labour for its contribution to the earnings. It does not arise out of any contract to pay	 though the claim is recognised as one based on social justice. Shri Phadke has relied on the decision In re The Spanish Prospecting Company Limited That (1) 231 decision proceeded on the meaning of the word 'profits '	 of which a classic definition was given by Fletcher MOUITON	 L. J. In view of the decisions of this Court referred to earlier	 it is now beyond dispute that bonus in the industrial Sense comes out of profits. If it does	 we do not see how it can be held that it is not a share in profits. Shri Phadke suggested that the concept of a share in profits pre supposes the idea of either a definite amount or a definite proportion determined in advance. This submission we have dealt with at an earlier stage and no useful purpose will be served by repeating what we have said already. We must now notice two other arguments advanced on behalf of the respondent workmen. These arguments are based on the amendments made in 1956. Section 10 as amended by the (XCV of 1956) reads	 in so far as it is relevent for our purpose section 10. No Banking Company (a)shall employ or be managed by a managing agent ; or (b) shall employ or continue the employment of any person (i) who is	 or at any time has been	 adjudicated insolvent or has suspended payment or has compounded with his creditors	 or who is	 or has been	 convicted by a criminal Court of an offence Involving (ii)whose remuneration or part of whose remuneration takes the form of commission or of a share in the profits of the company: Provided that nothing contained in this clause shall apply to the payment of any bonus by any banking company in pursuance of a settlement or award arrived at or made under any law relating to industrial disputes or in accordance with any scheme framed by such banking company or in accordance with the usual practice prevailing in banking business ; or (iii)whose remuneration is	 in the opinion of the Reserve Bank	 excessive; or ( c) . . . . . . . . . . 232 Explanation. For the purpose of sub clause (iii) of clause (b)	 the	 expression "remuneration"	 in relation to a person employed or continued in employment	 shall include salary	 fees and perquisites but shall not include any allowances or other amounts paid to him for the purpose of reimbursing him in respect of the expenses actually incurred by him in the performance of his duties. (2). . . . . . (3)If any question arises in any particular case wither the remuneration is excessive within the meaning of sub clause (iii) of clause (b) of subsection (1)	 the decision of the Reserve Bank thereon shall be final for all purposes. " It will be noticed that the amended section has a proviso which makes it clear that nothing in the relevent clause in subs section (1) shall apply to the payment of any bonus by any banking company in pursuance of a settlement or award arrived at or made under any law relating to industrial disputes or in accordance with any scheme framed by such banking company or in accordance with the usual practice prevailing in banking business. It is clear that the amended section does not stand in the way of the grant of industrial bonus. It was	 however	 not in force at the time relevent in these appeals	 and there is nothing in the 	 which would make it retrospective in operation. Shri N. C. Chatterjee has	 however	 contended that the amending Act is declaratory of the law as it always was	 and Shri Phadke has contended that the amending Act is parliamentary exposition of the true meaning of section 10 of the Banking Act. We are unable to accept any of these two contentions. The amending Act states in its long title that it is an Act to amend the Banking Companies Act	 1949. Section 2 states: "For section 10 of the Banking Companies Act	 1949	 the following section shall be substituted. " There is nothing in the amending Act to indicate that it was enacted to remove any doubt	 explain any former statute	 or correct any omission or error	 What is a declaratory Act The 233 following observations in Craies on Statute Law	 Fifth. edition	 pp. 56 57 are apposite: " For modern purposes a declaratory Act may be defined as an Act to remove doubts existing as to the common law	 or the meaning or effect of any statute. Such Acts are usually held to be retrospective. The usual reason for passing a declaratory Act is to set aside what Parliament deems to have been a judicial error	 whether in the statement of the common law or in the interpretation of statutes. Usually	 if not invariably	 such an Act contains a preamble	 and also the word "declared" as well as the word 'enacted '. A remedial Act	 on the contrary	 is not necessarily retrospective; it may be either enlarging or restraining and it takes effect prospectively	 unless it has retrospective affect by express terms or necessary intendment. We are of the view that the amending Act of 1956 is not a declaratory Act	 and except in the small matter of the expression 'shall continue to employ ' in sub section (1)	 it does not purport to explain any former law or declare what the law has always been. It is an ordinary remedial piece of legislation which came into effect from January 14	 1957. For the period relating to the appeals before us	 the amended section was not in force. This brings us to ail end of the two questions	 (1) and (2)	 which directly fall for decision in these seven appeals. Contrary to the findings of the Labour Appellate Tribunal	 we have come to the conclusion that (1) the scope of item 5 of sch. II of the relevant notification is not what the Labour Appellate Tribunal thought it to be and the reference of 1952 is not pending for determining the quantum of bonus for the relevant years in respect of particular banks and (2) in any event	 section 10 of the Banking Act	 prior to the amendment of 1956	 prohibited the grant of industrial bonus to bank employees inasmuch as such bonus is remuneration which takes the form of a share in the profits of the banking company. We do not think that the other two questions	 (3) and (4)	 require any decision at this stage. It is to be remembered that we are exercising our appellate 234 jurisdiction in these seven appeals and not our advisory jurisdiction. These seven appeals stand completely disposed of on the findings which we have given on the two questions already discussed. On our findings the dispute as to bonus referred to the Industrial Tribunal in 1952 has come to an end. The reference is no longer pending and in the view which we have expressed as respects the interpretation of unamended section 10 of the Banking Act no claim for bonus can be adjudicated on for the past relevant years. It is	 therefore	 not necessary for us to decide hypothetical questions which may arise in any future reference that may be made under the amended section. In the exercise of its appellate powers this Court does not give speculative opinions on hypothetical questions. It would be	 contrary to principle	 inconvenient and inexpedient that opinion should be given on such questions. If and when	 they arise	 they must arise in concrete cases and to use the words of the Earl of Halsbury	 L. C.	 in Attorney General of Ontario vs Hamilton Street Railway (1): " It would be extremely unwise for any judicial Tribunal to attempt beforehand to exhaust all possible cases and facts which might occur to qualify	 cut down	 and override the operation of the particular words when the concrete case is not before it. " It is also to be remembered that no evidence was allowed to be given either by the banks or the bank employees as to the claims for bonus for particular years in respect of particular banks. The dispute was treated	 rightly in our opinion	 as a dispute relating to the general question of bonus. That general question is now disposed of on the findings which we have already given. We are aware that if and when a future reference as to an industrial dispute relating to bonus is made by the appropriate Government and the amended section falls for consideration	 questions (3) and (4) may fall for decision. It would be time enough to decide those questions when they actually arise in concrete cases and we consider that it is not only unwise but inexpedient that we should forestall questions which may arise in future cases and decide (1) [1903] A.C.524	 529. 235 them more or less in vacuo and in the absence of necessary materials for the decision of those questions. These are our reasons for holding that questions (3) and (4) should not now be decided. It is necessary to state	 however	 that any observations which the Tribunals below may have made with regard to questions (3) and (4) would be in the nature of obiter dicta and it would be open to both parties to canvass those questions if and when they arise in any concrete case in future. Therefore	 we have not considered it necessary to state in detail the contentions raised before us on behalf of the parties concerned with regard to questions (3) and (4). A few words regarding Civil Appeal No. 62 of 1957 before we conclude. Besides the question of bonus two other questions were raised in this appeal: (1) whether the Labour Appellate Tribunal had jurisdiction to order cancellation and refund of cash deposits and (2) whether the Tribunals below were wrong in holding that the taking of cash deposits etc.	 should be restricted to workmen of three categories only. When it was pointed out that the cash deposits had already been refunded in accordance with the decision of the Labour Appellate Tribunal the learned Attorney General who appeared for the appellant in Civil Appeal No. 62 of 1957 (The Punjab National Bank	 Limited) did not press those points. Therefore	 in Civil Appeal No. 62 of 1957 also the only surviving question is the question of bonus on which we have already given our decision. Shri Sadhan Chandra Gupta appeared on behalf of the respondents in Civil Appeal No. 62 of 1957 and made his submissions on the question of bonus. He has taken a stand on section 2 of the Banking Act and has contended that even if bonus is remuneration which takes the form of a share in profits	 section 2 saves the power of industrial tribunals to award such bonus under the 	 and such award	 if made	 will impose an obligation on banks to pay the bonus awarded and would not make them liable to penalty under section 46 of the Banking Act. We have dealt with this argument at an earlier stage and have pointed out that section 2 is a saving provision with regard 236 to any other law for the time being in force	 provided there is no express provision to the contrary in the Banking Act. If	 as we hold	 unamended section 10. of the Banking Act expressly prohibits the employment of any person by a bank whose remuneration takes the form of a share in the profits of the company	 then section 2 of the Banking Act is of no help and cannot permit something which is expressly prohibited by section 10. For the reasons given above	 we allow these seven appeals to the extent already indicated	 namely	 (1) the reference of 1952 is not now pending for determining the question of bonus for the relevant years in respect of particular banks and (2) section 10 of the Banking Act prior to the amendment of 1956 prohibits the grant of industrial bonus to bank employees when such bonus is remuneration which takes the form of a share in the profits of the banking company. In the circumstances of these cases and in view of the long drawn out nature of the dispute	 we make no direction as to costs. Appeals allowed in part.

Summary:
Section 10(1)(b)(11) of the Banking Companies Act	 1949 provided:" No banking company shall employ any person whose remuneration or part of whose remuneration takes the form . of a share in the profits of the company. " The dispute between the appellant Banks and their employees related	 inter alia	 to the question whether the provisions of the Banking Companies Act	 1949	 prohibit the grant Of bonus to bank employees. The Labour Appellate Tribunal took the view that section 10 of the Act did not stand in the way of granting bonus to bank employees	 because bonus according to it was not a share in the profits of the company. On appeal	 it was contended for the appellant Banks that bonus as awarded by the Industrial Courts is remuneration within the meaning of section 10 201 read with section 2 of the Banking Companies Act	 1949	 and that it was also a share in profits	 and therefore	 the express provisions of section 10 read with section 2 override the provisions of the 	 so far as banking companies are concerned	 and prohibit the award of bonus to employees of Banks. Held : (1) that the expression " shall employ any person in section 10 of the Banking Companies Act	 1949	 means and includes " shall have in employment any person " and that in this respect the amendment of 1956	 merely makes clear what was already meant by the section ; (2) that the word " remuneration " in section 10 of the Act has been used in the widest sense and includes bonus ; (3) that bonus in the industrial sense comes out of the available surplus of profits	 and when paid	 it fills the gap	 wholly or in part	 between the living wage and the actual wage. It is labour 's share in the profits	 and as it is a remuneration which takes the form of a share in profits	 it comes within the mischief of section 10 of the Act; (4) The 	 is not a declaratory Act	 and except in the small matter of the expression " shall continue to employ " in sub section (1)	 it does not purport to explain any former law or declare what the law has always been. Consequently	 though section 10 as amended by the Act Of I956 does not stand in the way of the grant of industrial bonus	 for the period relating to the present appeals	 the amended section had no retrospective effect. Accordingly	 section 10 of the Banking Act	 prior to the amend ment of 1956	 prohibited the grant of industrial bonus to bank employees inasmuch as such bonus is remuneration which takes the form of a share in the profits of the banking company.