1. SHAFIUR RAHMAN, J.-Leave to appeal was granted to Habib Bank Limited, a transferee bank under Banks (Amalgamation) Scheme, 1974 to examine whether the provisions of section 13 of Banks (Nationalization) Act, 1974 and sub-paragraph (4) of paragraph 13 of the Banks (Amalgamation)
2. Scheme, 1974 have been correctly interpreted by the Sind High Court in its judgment, dated 25-9- 1978, whereby a constitutional petition filed by[ the 13 respondents-writ petitioners was allowed.
3. The respondents were officers employed by the Standard Bank of Pakistan. On the promulgation of Banks (Nationalization) Act, 1974 the Standard Bank, etc. Alongwith other banks stood nationalized.
4. The terms of nationalization relevant for the purposes of the present appeal are those contained in section 13 and section 15 of that Act. By section 13 all officers and employees were continued in their respective offices and employments on the same terms and conditions including remunerations and rights as to pension and gratuity as were applicable to them immediately before the commencing day. Section 15 on the other hand provided for the change in the name of an existing bank or reconstitution or amalgamation of the nationalized banks. The Banks having been nationalized on 1-1-1974 a scheme of amalgamation was notified on 8th of April, 1975 whereby the Standard Bank, the employer of the respondent, was treated as the amalgamating bank, the Habib Bank Ltd. As the transferree bank and under sub-para. (4) of para. 3 of the scheme of amalgamation, on the commencing day all officers or employees of the amalgamating bank except the Chief Executives were deemed to have become the officers and employees of the transferree-bank on the same remuneration and rights as to the pension and gratuity as were admissible to them under the Rules of the amalgamating bank. At first the transferee bank, that is, the appellant, invited options from all the officers of the amalgamating bank. They could retain the terms and conditions of their service as they were on the commencing day in Standard Bank or could opt for the terms and conditions available to other employees of the transferee-bank. The thirteen respondents-writ petitioners opted for retaining their terms and conditions of service as in the amalgamating bank. However, this right to exercise option was revoked as it was felt that amalgamation has taken place by force of law and the scheme framed thereunder and that the employees of the amalgamating bank had become employees of the transferee bank with the only reservation that their remuneration and other terms and conditions relating to pension, gratuity, etc. As specified in the law were not adversely affected. Hence each of the respondents was handed down a letter showing on one side the remunerations which he was in receipt of as an employee of the amalgamating bank and on the other side the emoluments to which be had become entitled on such amalgamation in the transferee bank. In every case the remuneration worked out and made available under the transferee bank was shown to be higher. The Senior Executive Vice-President of the appellant bank bad issued these letters individually to 'each of the respon--dents indicating the basic salary fixed in the new scale which was lower but the following assurance was. Extended to every one of them without exception.
5. "Our fixation of your salary has been made on the basis of various financial benefits which would accrue to you now. The total emoluments that you would get presently in Habib Bank will not be less than what you were getting to the Standard Bank Ltd."
6. Notwithstanding such an assurance and the comparable table of remuneration supplied to each of the thirteen respondents they invoked the constitutional jurisdiction of the High Court. Their claim mainly was that the basic salary on which all other allowances depended had been changed to their disadvantage inasmuch as the minimum and the maximum of the basic salary scale bad been reduced. The respondents also disputed the assurance of the Bank that other fringe benefits could, in effect, equalize or increase the total emoluments. This they did on the assumption, that the element of bonus as also other benefits were dependent on the contingency of business or profitability and other unforeseeable conditions and such benefits did not create a vested right in favour of the petitioners. The primary relief sought for by them was that the order issued by the appellant vide their letters dated 1st of July, 1975 to individual respondents reducing their basic salary was illegal, without lawful authority and of no legal effect. In resisting this constitutional petition the appellant took up the plea that remuneration could not be confined to the basic salary or the scale thereof. It had to be given its plain dictionary meaning, there being no controlling features existing in the statutes or the scheme. It included all the benefits which were admissible and could be claimed by an employee from the employer. The position taken further was that in any case it has been assured to each of the respondents that their remuneration could, in no case, be adversely affected and it had to be demonstrated by them that it was in fact reduced.
7. The High Court took the view that the word "remuneration" in fact has a -wider connotation and included the total emoluments admissible to an employee as against the employer. However, two factors were taken into account for giving it a restricted meaning in so far as the Banks (Nationaliz- -ation) Act and the scheme framed there under is concerned. The first ground was expressed in the following words :- "It is an admitting position that pension and gratuity are to be calculated on the basis of basic salary and not total earnings. The petitioners have been assured of their rights as to pension and gratuity as were available to them in the amalgamating bank. They, would, therefore, be entitled to pension and gratuity on their basic salary in the amalgamating bank."
8. The other ground which was taken into consideration for excluding one of the admissible amounts namely bonus from the word "remuneration" was that the bonus would be dependent upon exigencies of banking business and its profitability. It was not an assured amount in all cases and was inadmissible if no profits were made. However, the Court concluded "if it as the Bank's case that they would pay a specified bonus unconditionally ,--- a term of service my conclusion may have been different, but having referred to the circumstances of the present case, there is no room for Whittling down the guarantee given to the petitioners as to remuneration by inclusion of bonus which the bank refers as subject to law."
9. This appeal had come up for hearing ex parte against the respondents as none of them appeared to contest it. The first contention of the learned counsel for the appellant is that remuneration has been given by the High Court a very restricted and artificial meaning thereby completely destroying the protection itself. If remuneration is held to include basic salary and exclude the other allowances there may be a case where the total emoluments clay be reduced by reduction in the allowances though an increase may take place in the basic salary. This would negate the very protection which is assured to the employees of nationalized banks.
10. The first ground made the basis for decision by the High Court has teen disputed factually by the learned counsel for the appellant on the ground that these employees of the Standard Bank were not as employees of the standard Bank entitled either to pensionary benefits or to gratuity. There was, therefore, no question of their rights as to pension and gratuity being adversely affected by reduction in the basic salary. It was, in fact, an additional benefit conferred on them, that is, a right to pension and a right to gratuity which was not available earlier. As regards the guarantee with regard to the bonus, the learned counsel for the appellant pointed out that it had been included in the calculation of remuneration and in the covering letter an assurance had been given to each of the employees that the remuner--ation so worked out was guaranteed to them. Apart from this in the rejoinder filed in the High Court (p. 7) it was specifically mentioned that :- "The apprehension of the petitioners that the fringe benefits allowed by the Habib Bank Ltd. Are dependent on contingencies of business and as such with the acceptance of the terms and conditions of service prevailing in Habib Bank Ltd. They will not be assured of the same remuneration is ill-founded for the reason that para. 3 (4) of the Scheme guarantees same remuneration. It is presumed that at par with the Press Note issued by the Federal Govt. On 5-10- 1975 in case of workmen providing that bonus granted on 31-12-1974 would not be reduced therein no likelihood of the bonus granted to petitioners being reduced and otherwise also normally the benefits accruing to employees are not reversed to their prejudice unless provided by law."
11. This amounted to the guarantee with regard to the bonus which the High Court was looking for but did not find and which could have if forthcoming, made all the difference to the decision of the case there.
12. After the hearing in the appeal concluded ex pane and the judgment was reserved, the respondents submitted a written explanation pointing out the circumstances which occasioned the ex parte proceedings against them and submitted written arguments in the matter. We had the benefit of going through it.
13. The word "remuneration" has a definite meaning. In Saunders "Words and Phrases Legally Defined"
14. (Second Edition), Vol. 4, it has been defined asfollows :- "Remuneration means all salary, wages, fees, percentage and other payments paid or made to an employee as such for his own use and includes the money value of any apartments, rations or any allowance n kind appertaining to his employment but does not include payment for overtime, or any allowance paid to him to cover cost of officeaccommodation or clerical assistance or any travelling or subsistence allowance or other moneys to be spent or to cover expenses incurred by him."
15. It follows, therefore, that the word "remuneration" has a definite meaning. Its connotation is more extensive than that of wages, salary, basic pay scale of pay. It means quid proquo, whatever consideration an employee, gets for giving his services. In the case of nationalization of numerous banks, their merger and amalgamation the guarantee orassurance should be given its plain beneficial meaning. If the guarantee is given a technical at d right meaning so as to cover each component of remuneration individually then the very use of word "remuneration" becomes redundant and expression "same terms and conditions" would have sufficed. In mergers and amalgamations of such diverse elements each component of remuneration could not have been individually or singly guaranteed because it would make merger, unification, or amalgamation of staff an arduous exercise bordering on an impossibility. Even the High Court has not protected each component of remuneration. It has given a special, restricted meaningso as to confine it to basic salary. Such a limitation is destructive ofguarantee itself. It gives free hand to the employer to protect the basic, salary alone and deal adversely with the other components of remuneration so as even to reduce the overall remuneration. Such adestructive interpretation cannot be countenanced.
16. A reference to -the case set out by the parties makes it clear that the respondents had not pleaded diminution in pension and gratuity. If they were not in receipt of these in Standard Bank they could not make ground and they having not done so the High Court could not have made it the basis of its decision. Besides, the question raised in the writ petition by the respondents was one of fact once the ordinary meaning of remuneration was accepted. It was demonstrated in the pay fixation letter that issue to each of the respondents that they were the gainers and the gain was assured to them in unequivocal terms for all times to come, always reference to commencing day. Again the same assurance was extended to them in para. 7 of the rejoinder. In the face of these commitments by the appellants the respondents had to demonstrate by calculation and charts that by reference to commencing day their remuneration was at any subsequent stage reduced. The crux of their case, which has found full expression in their written arguments is that Pay Commission Report enforced on 1-5-1977 gave new grades and salaries by reference to basic pay scales. If their higher basic pay had been protected they would have gained considerably. This entire argument is based on and is relatable to future prospects in service after the commencing day about which no guarantees were given. In the written argument a mention has been made of pension and gratuity but nowhere it has been stated as to what was the rate at which these were admissible on the commencing day and to what extent they have suffered diminution thereafter.