B. C. MISRA, J. ( 1 ) THE petitioner is a Sterling Company incorporated under the English Companies Act with its registered office in London. It has an Indian branch at Nos. 38 and 30, Chittaranjan Avenue, Calcutta, and a workshop at No. 109, Foreshore Row, Howrah. It carries on business as Water Purification Engineers. The total number of employees of the petitioner in its Calcutta and Howrah establishments were 88 in all. At a meeting of the Board of Directors of the Company held at its registered office in London the following resolution was passed: - "it was resolved to close down all Jewell Filter Company Limited's activities and thereafter to take the company into voluntary liquidation. " ( 2 ) PURSUANT to this resolution the branch office in Calcutta decided to close down permanently, its activities in India both at the Calcutta and Howrah establishments, and a notice to that effect was put up on the Notice Boards at the Company's offices in Calcutta and Howrah on December 26, 1967. By this notice the workmen were informed that they would be paid their dues in accordance with the provisions in the Industrial Disputes Act on December 29, 1967. Certain conciliation proceedings were started by the respondent no. 3 regarding the proposed closure of the petitioner's business. ( 3 ) ON December 29, 1967, individual notices were sent to workmen of the petitioner of both its Calcutta branch office and the workshop, that their services would not be required from the close of December 31, 1967, and they would be paid one month's salary in lieu of notice besides other dues. ( 4 ) THE petitioner received a letter dated December 29, 1967, from the Joint Labour Commission, West Bengal, requesting the petitioner to defer closure of the branch office at Calcutta for the present. The petitioner thereupon decided to defer the closure till February 1, 1968. Further conciliation proceedings were held but no settlement was arrived at, at such proceedings. Individual notices were thereafter sent by the petitioner to its employees that the activities of the branch office at Calcutta and also of the workshop at Howrah would be closed from January 31, 1968, and that the services of the employees would not be required upon the expiry of January 31, 1968. Individual notices were thereafter sent by the petitioner to its employees that the activities of the branch office at Calcutta and also of the workshop at Howrah would be closed from January 31, 1968, and that the services of the employees would not be required upon the expiry of January 31, 1968. The employees were also advised that they would be paid one month's salary in lieu of notice, retrenchment compensation under s. 25-FFF of the Industrial Disputes Act and also other dues, between the 22nd and the 25th January 1968. Further conciliation proceedings were held but without any result. Thereafter a meeting was held by the Labour Minister of the Government of West Bengal in his chamber on January 27, 1968, when a request was made by the Labour Minister to the representatives of the petitioner to defer the closure of the activities of the petitioner's business in India up to March 31, 1968. This request of the Minister was conveyed to the petitioner by a letter dated January 27, 1968. The petitioner, however, did not comply with the request of the Labour Minister, and closed down its activities in India with the close of the business on January 31, 1968. The petitioner's contention is that the services of the employees stood terminated with effect from February 1, 1968, on account of bona fide closure of the petitioner's business. It is also contended by the petitioner that there was not talk or suggestion of a lock-out of the petitioner's establishments in India. ( 5 ) ON February 2, 1968, the petitioner received two notices issued by the respondent No. 1, both of which were dated February 1,1968. One of these notices was an order of reference to the 8th Industrial Tribunal under Section 10 (1) of the Industrial Disputes Act. The issue framed in this order is as follows: - " (1) Whether the lock-out of the company with effect from 1. 2. 68 is justified? What relief, if any, are the workmen entitled to?" ( 6 ) THE second notice is an order under Section 10 (3) of the Industrial Disputes Act prohibiting the continuance of any strike or lock-out in connection with the Industrial Disputes Act which may be in existence on the date of reference. 2. 68 is justified? What relief, if any, are the workmen entitled to?" ( 6 ) THE second notice is an order under Section 10 (3) of the Industrial Disputes Act prohibiting the continuance of any strike or lock-out in connection with the Industrial Disputes Act which may be in existence on the date of reference. ( 7 ) IT is with regard to these two notices that a Rule Nisi has been obtained by the petitioner from this Court for appropriate Writs and orders directing the respondents not to give effect to the said notices and also prohibiting them form enforcing the same and proceeding with the adjudication upon the issue framed. ( 8 ) IN order to appreciate the contentions of the parties it is necessary to refer to certain other materials. Three companies were incorporated in England, namely, the petitioner company, Paterson Engineering Company Limited and candy Filters Limited, all of whom were engaged in the manufacture of water treatment plants. All these companies were controlled by a holding company known as Laverstoke Investment Trust Limited, London. The other two companies had subsidiary companies incorporated in India under Indian Companies Act. The petitioner, however, was not incorporated as a company in India but carried on its business in India as a branchof the Sterling Company in London. ( 9 ) THE contention of the respondents Nos. 5 and 6 in the affidavit in opposition is that all the three English Companies were run and managed under one common integrated management. Letters addresses to one company were replied to by one of the other two companies. In 1962 it is contended, there was a proposal for integration or amalgamation of the three companies and all the employees were then assured by a memorandum that they would be absorbed in the integrated company. It is next contended that since 1962 the affairs of the petitioner's company, Paterson engineering Company (I) Private Limited and Candy Filters (I) Private Limited were carried on in a completely integrated manner under one common management and that the offices of the said companies had been and still are operationally and financially interlinked. It is alleged that one Mr. Robinson, and after him one Mr. It is alleged that one Mr. Robinson, and after him one Mr. P. T. Ensor, used to look after and control the affairs and business of the petitioner as well as the said two other companies; and since 1966 one S. Y. Gore assumed charge and control of all the three companies. It is further alleged that materials purchased in the name of one company were taken over by the other, orders in the name of one company were executed by the other, and expenses incurred by one company were debited to the other. There are other allegations in the affidavit-in-opposition in support of the contention that the management of the three different companies were in the hand of the same persons. ( 10 ) IN 1967 a charter of demands was placed before the management of the companies and one of the demands made was that there should be a common basis for bonus for the employees of both the petitioner company and the Paterson Engineering Company (I) Private Limited, on the ground that the two were financially and operationally interlinked. Since 1963 all the business and profits of the petitioner-company are alleged to have been diverted to Paterson Engineering Company (I) Private Limited. ( 11 ) IT is in the facts mentioned above that it is contended on behalf of the workmen that the petitioner had in fact declared a lock-out under the guise of a closure. It is contended also that it will be open to the company to contend before the Industrial Tribunal before whom the reference is now pending that there has been a closure, and if the Tribunal is satisfied about the genuineness of such closure, the award will go in favour of the petitioner. ( 12 ) THERE is, however, one other allegation in the affidavit-in-opposition which is more serious. It is alleged that the petitioner is trying to deal with and dispose of stocks and assets so that even if ultimately the workmen succeed in the application they will be left helpless and without any remedy. The petitioner is alleged to be trying to divert its entire stock to Paterson Engineering Co. (I) Pvt. Ltd. surreptitiously, and is removing the stock, plants and machinery to the other godown or store. ( 13 ) IT is in the facts mentioned above that Mr. The petitioner is alleged to be trying to divert its entire stock to Paterson Engineering Co. (I) Pvt. Ltd. surreptitiously, and is removing the stock, plants and machinery to the other godown or store. ( 13 ) IT is in the facts mentioned above that Mr. S. Banerjee learned Counsel for the petitioner contended that what has happened is a genuine and bona fide closure, and that it is not a lock-out as claimed on behalf of the workmen, on the basis of which the two impugned notices have been issued by the respondent No. 1. The petitioner, it was contended, had a right to close its business and neither the respondent No. 1 nor the respondents Nos. 5 and 6 had the right to challenge the closure and claim relief on the basis that the closure is not a closure but a lock-out. The owners of an undertaking, be they individuals or a company incorporated under the Companies Act, it was contended, had the undoubted right to close the undertaking. This right, it was argued, could not be questioned or challenged either by the employees or the Government. When an undertaking is closed, it was argued, there could be no industrial dispute with regard to such an undertaking. The petitioner in this case, it was submitted, had of its own agreed to pay to the employees all their dues arising out of retrenchment or termination of service, under the Industrial Disputes Act, 1947. In that view of the matter there could be no order of reference under Section 10 of the Industrial Disputes Act. Furthermore, it was argued, that the question whether what had happened was a closure or a lock-out was beyond the jurisdiction of the Industrial Tribunal. The issue framed by the respondent No. 1 was whether the lock-out with effect from February 1, 1968, was justified. The Industrial Tribunal has no jurisdiction to decide it the closing down of the undertaking arose out of a lock-out or a closure. The issue, it was argued, presumed that there was in fact a lock-out, and the only question for the decision of the Tribunal was if the lock-out already declared was justified. It was therefore beyond the jurisdiction of the Industrial Tribunal to go into the question if the closing down of the undertaking was a result of a lock-out or a closure. It was therefore beyond the jurisdiction of the Industrial Tribunal to go into the question if the closing down of the undertaking was a result of a lock-out or a closure. The only question before the Tribunal under the order of reference, it was submitted, was justification of the lock-out from February 1, 1968. If the Industrial Tribunal came to the conclusion that it was a case of closure and, made an award on that basis, such an award would be illegal as it would be entirely beyond the jurisdiction and competence of the Tribunal. ( 14 ) IT is well settled that in the case of bona fide closure of a business or undertaking, there cannot be any industrial dispute within the meaning of the Industrial Disputes Act, 1947, This is so, because on a closure of a business or undertaking the relationship of employer and employee ceases. But if there is no bona fide closure of a business, and what has happened is a cessation of the activities of the business or undertaking, it will be open to the employees to contend that there is no closure but a lock-out under the guise of closure. It has therefore to be seen if one the materials in this petition the cessation of the activities of the petitioner is a genuine, bona fide closure of a business, or a temporary stoppage of activities amounting to a lock-out. ( 15 ) IN order to get over the difficulty that on the materials it might be held that there has been a bona fide closure of the petitioner's business, it has been contended on behalf of the workmen that although the petitioner may have closed its business and undertaking, yet it is carrying on the same in the same manner and to the same extent, in the name of its counterpart namely Paterson Engineering Company (I) Private Limited, which company holds 100% of the shares of Jewell Filter Company Limited, London, of which the petitioner is a branch. In other words, the contention is that since Paterson Engineering Company Limited of London holds 100 per cent of the shares of Jewell Filter Company Limited, London, the former is the full owner and the proprietor of the latter and therefore although the latter's branch in Calcutta has been closed down, it should be held that there is no closure because the same business and undertaking is being carried on by the owner and proprietor of the petitioner's business in Calcutta. It is, therefore, contended that the closure of the petitioner's business is by no means a bona fide closure as the same business and activity is continuing and is being carried on by Paterson Engineering Company (I) Private Limited. This argument has been sought to be further reinforced by the fact that the holding company in London namely Leverstoke Investment Trust Limited has the controlling interest both in the petitioner's company in London as also Paterson Engineering Company Limited, London of which the Indian counterpart is a subsidiary. It is argued that the same set or group of people are carrying on business under different names and they have chosen to shut down one unit, without really intending to close the business, and are carrying on the same business and activity through another unit namely Paterson Engineering Company (I) Private Limited. These facts it was urged, could not but lead to the conclusion that there was no bona fide closure of the business. ( 16 ) IT is now well settled that if there is a closure of an undertaking there can be no industrial dispute on any matter connected with the business and undertaking closed. It is also well settled that the Industrial Disputes Act, 1947, applied to an existing industry and not a dead industry. The contention of the workmen in this case is that there was no closure of the undertaking but what had happened was a lock-out in the guise of a closure. It is, therefore, necessary to see if this contention is sound and can be upheld. ( 17 ) THE correspondence disclosed by the petitioner and the respondents clearly indicates that the petitioner had decided to close down its undertaking. It is, therefore, necessary to see if this contention is sound and can be upheld. ( 17 ) THE correspondence disclosed by the petitioner and the respondents clearly indicates that the petitioner had decided to close down its undertaking. In the letter dated January 12, 1968, the petitioner informed the Labour Commissioner that the notice of closure already given would stand and the retrenchment as notified would come into effect from January 31, 1968. The subject-matter of the letter as indicated at the head is closure of the petitioner. There is a reference to the offer made for taking over of the company as a going concern by a co-operative. The next letter dated January 18, 1968, is also addressed to the Labour Commissioner and the subject of the letter is closure of the petitioner. It records the discussion with the Labour Commissioner who made a request to postpone closure of the petitioner's business as it was the view of the Labour Minister that at least three months' notice should be given for the purpose. It also records that a notice of closure was put up in December 1967, to make the closure effective from December 31, 1967. The letter then further goes on to record that a request was made to postpone the closure by a month and in spite of difficulties in doing so the petitioner agreed to that proposal. It is further recorded that the establishment would stand closed as from February 1, 1968, and the operation of the company would be limited to winding up of its assets and liabilities. The next letter is dated January 8, 1968, addressed by the company to the Regional Employment Officer in which it is stated that the company will be permanently closed down as from February 1, 1968. The next letter is one dated January 13, 1968, from the petitioner to the Employment Officer, Government of West Bengal, in which it is stated that the petitioner will close down permanently from January 31, 1968. The next one is a letter dated January 31, 1968, from the petitioner to the Manager, Employees' State Insurance Corporation, by which intimation is given that the petitioner would close down permanently at the close of the business on January 31, 1968 and the petitioner's office in Calcutta and Workshop at Howrah would cease to function from the next day. The next one is a letter dated January 31, 1968, from the petitioner to the Manager, Employees' State Insurance Corporation, by which intimation is given that the petitioner would close down permanently at the close of the business on January 31, 1968 and the petitioner's office in Calcutta and Workshop at Howrah would cease to function from the next day. On February 1, 1968, the petitioner wrote to the Chief Inspector of Factories, informing the latter that the petitioner had closed down as from the close of the business on January 31, 1968, and the workshop at Howard had ceased to function as from that day. On February 19, 1968, the petitioner wrote to the Commercial Tax Officer that the company had ceased all its activities in India with effect from January 31, 1968. On February 20, 1968, the petitioner wrote to the Income Tax Officer that it has close down its activities as from February 1, 1968, and requested the latter to note the closure of the petitioner. On February 12, 1968, the petitioner wrote to the Executive Engineer, Water Supply Division that the company had closed its activities as from February 1, 1968, and therefore it was no longer possible for the petitioner to accept any fresh commitment. On February 12, 1968, the petitioner wrote to the Assistant Director of Supplies, Directorate General of Supplies and Disposals regarding supply and fabrication of mechanical equipment and stated that the petitioner to undertake any fresh commitment and it was suggested that the requirements should be obtained from other sources. On February 15, 1968, the petitioner wrote to the General Manager, The Mysoe Sugar Company Limited, stating that the company had closed down its activities in India and the petitioner wanted to be executed for its inability to quote and suggested that the requirements should be obtained from other sources. There is a similar letter dated February 16, 1968, from the petitioner to the Asstt. Purchasing Officer, The Tata Iron and Steel Company Limited. There are several other letters from the petitioner company to different parties with whom the petitioner had business relations, and in all these letters the petitioner made it clear that it had closed down its undertaking from February 1, 1968, and was therefore unable either to submit quotations or supply materials. Purchasing Officer, The Tata Iron and Steel Company Limited. There are several other letters from the petitioner company to different parties with whom the petitioner had business relations, and in all these letters the petitioner made it clear that it had closed down its undertaking from February 1, 1968, and was therefore unable either to submit quotations or supply materials. These letters make it abundantly clear that the petitioner not only intended to but had in fact closed down its undertaking. This is not a case where a decision is taken suddenly in an emergency to close down a business or undertaking. The numerous letters addressed to various parts make it clear that the closure of the petitioner's undertaking and activities was a bona fide genuine closure. Long established business ties with different parties would not have been snapped permanently had it not been for the petitioner's firm decision to close down its undertaking and activities in India. It is not only letters from the petitioner mentioned above which indicate that the petitioner intended to close down its business. There are letters from the parties with whom the petitioner had business relations, which confirmed the view that the closure was a bona fide closure. For instance, on March 12, 1966, the Director General of Supplies and Disposals, Government of India, wrote to the petitioner that as the petitioners had closed down its activities permanently, its name had been removed totally from the list of approved contractors maintained by the Director General. Furthermore, there is a letter dated January 31, 1968, from the respondent No. 6, which has been disclosed by the respondents, in which it is stated that the employees formed a Co-operative Society which was under registration and the Union submitted to the petitioner that the assets and liabilities of the petitioner would be transferred to the Co-operative Society. It is further stated that a conference was convened by the Labour Minister on January 25, 1968, where the Co-operative proposal as well as the postponement of closure up to 31. 3. 68 was discussed and that one of the Directors of the petitioner agreed to defer the closure and assured that the Co-operative's proposal would be favourably considered. It is further stated that a conference was convened by the Labour Minister on January 25, 1968, where the Co-operative proposal as well as the postponement of closure up to 31. 3. 68 was discussed and that one of the Directors of the petitioner agreed to defer the closure and assured that the Co-operative's proposal would be favourably considered. In the last paragraph of this letter there is an appeal to the two Ministers, to whom the letter was addressed, to intervene so that the closure of the company effective from January 31, 1968, was deferred till the proposal of Co-operative was finalized. This letter leaves no room for doubt that the petitioner was going to permanently close down its undertaking and activities in India, and it was for that reason that a Co-operative of the workers was sought to be incorporated to take over the petitioner's undertaking as a going concern and a request was also made to postpone the closure until March 31, 1968. ( 18 ) THE correspondence to which I have referred in the preceding paragraphs leave no room for doubt that there was a closure of the business and undertaking of the petitioner permanently. The workers of the petitioner and officials including Ministers of the State Government understood it to be such. The proposal for formation of a Co-operative Society could only be made on the understanding that there was going to be a closure of the petitioner's undertaking and business. Repeated requests for postponement of the closure to enable the Co-operative Society to be formed and registered for the purpose of taking over the assets and liabilities of the petitioner could only be made on the basis that the petitioner's undertaking was to be closed down. Such proposal could not be made, and indeed would be inconsistent with a lock-out declared by the Management of the petitioner. The contention of the respondents Nos. 5 and 6 in this application that there was no closure but a mere lock-out in the guise of a closure must therefore be rejected. ( 19 ) THE Industrial Tribunal which derives its power and jurisdiction from the Industrial Disputes Act, 1947, cannot deal with questions arising out of a closure, including the question of payment of compensation for termination of the services of workmen on bona fide closure of business. ( 19 ) THE Industrial Tribunal which derives its power and jurisdiction from the Industrial Disputes Act, 1947, cannot deal with questions arising out of a closure, including the question of payment of compensation for termination of the services of workmen on bona fide closure of business. This question has been well settled by the several decisions of the Supreme Court, namely, (1) Banaras Ice Factory Limited v. Its Workmen, AIR (1957) SC 168 : 1957 SCA 125, (2) Pipraich Sugar Mills Limited v. Pipraich Sugar Mills Mazdoor Union, AIR (1957) SC 95 : 1957 SCA 28 and (3) Hari Prasad Shivshankar Shukla v. A. D. Divelkar, AIR (1957) SC 121. It is also well settled that Industrial Disputes Act applied to an existing industry and not to an industry which has been closed down. This being the position in law, if the closure of the petitioner's business and undertaking is a bona fide closure, the Tribunal which derives its jurisdiction from the Industrial Disputes Act, 1947, would have no jurisdiction either to enter into the reference or to adjudicate upon the two questions referred to it by the respondent No. 1. If the closure is bona fide, a decision on the questions referred to it by the Tribunal, would be entirely beyond its jurisdiction and it ought not to be allowed to proceed with the reference at all. ( 20 ) IF there is a closure in fact, and in the fact of this case I have no doubt that there has been a closure, it cannot be said that the closure is unreal or non-existent, even assuming that the closure is a malafide closure. In other words, even if the closure of the business and undertaking has been brought about, induced or inspired by ulterior motives, the closure must be held to be a closure in fact and cannot be held to be an unreal or non-existing closure. This question has been settled by the Supreme Court in (4) Tea District Labour Association, Calcutta v. Ex-employees of Tea District Labour Association, AIR (1960) SC 815, on which reliance was placed by the learned Counsel for the petitioner. ( 21 ) THE learned Advocate General (for the respondents Nos. This question has been settled by the Supreme Court in (4) Tea District Labour Association, Calcutta v. Ex-employees of Tea District Labour Association, AIR (1960) SC 815, on which reliance was placed by the learned Counsel for the petitioner. ( 21 ) THE learned Advocate General (for the respondents Nos. 5 and 6) strongly relied upon the decision of the Supreme Court in (5) Management of Express Newspapers (Private) Limited, Madras v. The Workers, AIR (1963) SC 569, for the proposition that the Tribunal should go into the question if there has been lock-out or a closure, even though the issue framed was whether the lock-out of the company with effect from February 1, 1965, was justified. In that case it was held that if the action taken by the employer was not a lock-out but a closure bona fide and genuine, the dispute which the workers might raise in respect of such a closure would not be an industrial dispute at all; but if in fact and in substance what had happened was a lock-out under the guise of a closure, and a dispute was raised in respect of such action, it would be an industrial dispute. It was further held that if an Industrial Tribunal proceeded to assume jurisdiction over a non-industrial dispute, that could be successfully challenged before the High Court by a petition for an appropriate Writ, and that even if the dispute was tried by the Industrial Tribunal, the latter should at the very commencement examine as a preliminary issue the question as to whether the dispute referred to it was an industrial dispute or not and the decision of this question would inevitably depend upon the view which the Tribunal might take as to whether the action taken by the employer was a closure or a lock-out. It was further held that if the finding of the Tribunal was that the action of the employer was a closure there would be an end to the proceeding before the Tribunal, but if the finding was that the action amounted to a lock-out which had been disguised as a closure, the Tribunal would be entitled to deal with the reference. The finding which the Tribunal might make on this preliminary issue, it was held, was a finding on a jurisdictional fact and it was only when the jurisdictional fact was found against the employer, that the Tribunal would have jurisdiction to deal with the merits of the dispute. Relying upon this decision it was argued that it was open to the Tribunal to go into the question if there was a lock-out or a closure; even though the issue framed called upon the Tribunal only to find out if the lock-out with effect from a particular date was justified. The jurisdictional question namely whether the dispute was an industrial dispute or not, it was argued, should be determined by the Tribunal first, and if the Tribunal came to the conclusion that it was not a bona fide closure but a lock-out in the guise of a closure, the Tribunal would then and then only go into the merits of the dispute. ( 22 ) BEFORE dealing with the contention of the learned Advocate General on this question I should refer to two other later decisions of the Supreme Court on which reliance was placed by the learned Counsel for the petitioner and in which the observations of the Supreme Court mentioned above came up for consideration. These two decisions are (6) The Delhi Cloth and General Mills Company Limited v. The Workmen and Others, AIR (1967) SC 469 and (7) The Andhra Prabha Limited and Others v. The Secretary, Madras Union of Journalists and Others, AIR (1967) SC 1869. ( 23 ) IN the Delhi Cloth and General Mills Company Limited v. The Workmen and Others, (Supra), four issues were framed in the reference to the Industrial Tribunal and the material issue is issue No. 3 which runs as follows: - "3. Whether the strike of the Delhi Cloth Mils and the lock-out declared by the Management on 24. 2. 1966 are justified and legal and whether the workmen are entitled to wages for the period of the lock-out?" ( 24 ) THE reference to the Tribunal was made following a strike and a lock-out. Whether the strike of the Delhi Cloth Mils and the lock-out declared by the Management on 24. 2. 1966 are justified and legal and whether the workmen are entitled to wages for the period of the lock-out?" ( 24 ) THE reference to the Tribunal was made following a strike and a lock-out. In considering the jurisdiction of the Tribunal to go into the questions which are not strictly within the limits of the issues framed, the Supreme Court upon interpretation of Section 10 (4) of the Industrial Disputes Act, 1947, and in particular of the word 'incidental' used in that sub-section held that the Tribunal must confine its adjudication to the points of dispute referred to it and matters incidental thereto, and that the Tribunal was not free to enlarge the scope of the dispute referred to it but must confine its attention to the points specifically mentioned and anything which is incidental thereto. The word 'incidental' was held to mean something happening as a result of or in connection with the dispute or associated with the dispute and that something 'incidental' could not cut at the root of the main thing to which it was an adjunct. It was also held that the issue was framed on the basis that there was a strike and a lock-out and it was for the Industrial Tribunal to examine the facts leading to the strike and the lock-out and to come to a decision as to whether one or the other or both were justified. Referring to its earlier decision in The Management of Express Newspapers (Private) Limited v. The Workers and Others, (Supra), it was held that in that case there was enough materials on the record to show that the company had been trying for sometime past to transfer its business elsewhere and the action of the Management which followed the strike was in fact a closure and not a lock-out. It was further held that the facts in Express Newspapers Company Private Limited v. Its Workmen, (Supra), were very special and the decision must be limited to those special facts. ( 25 ) THE next decision of the Supreme Court on which reliance was placed by the petitioner was The Andhra Prabha Limited and Others v. The Secretary, Madras Union of Journalists and Others, (Supra ). ( 25 ) THE next decision of the Supreme Court on which reliance was placed by the petitioner was The Andhra Prabha Limited and Others v. The Secretary, Madras Union of Journalists and Others, (Supra ). In that case the appellant was a private company carrying on business of printing and publishing newspapers. The Directors of the Company passed a resolution to sell its machinery to another company and there was an agreement to that effect. One clause in the agreement provided that the employees of the vendor company should be taken over into the service of the purchaser Company. The company informed its workers that it sold its right of publishing newspapers, and on the next day the workers adopted a resolution to go on a strike. Thereafter a closure notice was published and it was mentioned that the Management had intimated to the workers that it had sold its rights of editing and printing. The workers were notified that the Management had decided to close the undertaking and publication of all newspapers at Madras and to dispense with the services of the workmen. Notice was given that they would be paid their wages for the period during which they worked. It was held that whatever might have been the motive for the closure it was an effective one from April 1959 on which date the closure notice was published. On the question namely where two companies had some shareholders or Directors if one is the benamidar of the other, it was held that in Industrial Law a new company which is an independent legal entity cannot be called a benamidar for another older organization because there was in both companies a person or family of persons who could guide the destinies of the two companies. ( 26 ) FROM the decisions of the Supreme Court discussed above it is clear that a Writ petition can be moved in this Court challenging the jurisdiction of a Tribunal to adjudicate upon a dispute referred to it under Section 10 of the Industrial Disputes Act. Secondly it is clear that the Tribunal must confine its adjudication to the issue framed and cannot enlarge the scope of its inquiry and adjudication to matters which are not connected with or incidental to the dispute referred. Secondly it is clear that the Tribunal must confine its adjudication to the issue framed and cannot enlarge the scope of its inquiry and adjudication to matters which are not connected with or incidental to the dispute referred. The third point that the has been made clear is that if there is a closure of a business or an undertaking in fact, the motive which actuated such a closure would not make any difference to the existence of the closure as such and that a closure actuated by malafide motive must nevertheless be held to be a closure. A malafide closure might make the employer liable to pay the higher compensation under Section 25-FFF of the Act. ( 27 ) THE learned Counsel for the petitioner also contended that the petitioner had not only closed down the place of business but the business itself and that all its activities in India had ceased. It is not a case, it was argued, where there has been merely a closing down of the place of business. It was argued that as the petitioner's decision to close down the business and undertaking was final and irrevocable, the cessation of activities by the petitioner must be held to be a closure and not a lock-out. For this proposition reliance was placed on a decision of the Madras High Court (8) M. Chinnappan v. Management of Kaleeswarar Mills Limited, Coimbatore reported in 1968 (16) Factories and Labour Reports, 138. ( 28 ) I shall now refer to one other contention of the learned Advocate General that although the petitioner had decided to close down its business and undertaking it was still carrying on some business for the purpose of winding up its affairs and therefore it could not be said that there had been a total closure of the petitioner's undertaking. In support of the contention that a closure should be complete in the sense that there was no work remaining to be done after the termination of the employment of the workmen, reliance was placed by the learned Advocate General on a decision of the Madras High Court reported in AIR (1960) Mad. 446. In support of the contention that a closure should be complete in the sense that there was no work remaining to be done after the termination of the employment of the workmen, reliance was placed by the learned Advocate General on a decision of the Madras High Court reported in AIR (1960) Mad. 446. To my mind the question in this case is a larger and a broader question namely if there has been a closure of the petitioner's business and undertaking in fact, the Tribunal would have jurisdiction to enter into the reference, and adjudicate upon the issue framed, as there can be no industrial dispute upon a closure of a business or undertaking. If there is a closure in fact and the petitioner had given notice to its constituents, as it had done in this case, that it was not undertaking any new business, the mere fact that the activities of the petitioner are carried on for the purpose of winding up of its establishment and business, would make no difference to the position in law. If the decision of the Management to close down its business permanently and irrevocably is final, it must be held to be a dead industry and the Industrial Tribunal cannot have any jurisdiction to deal with any question arising out of such a closure. This position in law had been made amply clear by the decision of the Supreme Court to which I have already referred. ( 29 ) THERE remains only one other question to be dealt with namely the contention of the respondents that the petitioner's business and undertaking is still being carried on by The Paterson Engineering Company (I) Private Limited and that there is a common Board of Directors for both the petitioner and the Paterson Engineering Company (I) Private Limited. This question has been raised in the affidavit-in-opposition though it was not pressed by the learned Advocate General in his argument. The contention is that the closure of the petitioner's business cannot be held to be a bona fide closure because the same business is being carried on by the same group of persons who constitute the Board of Directors of the petitioner company and also of Paterson Engineering Company (I) Private Limited. In my view there is no substance in this contention. In my view there is no substance in this contention. The two companies are distinct legal entities and the mere fact that the two companies have a common Board of Directors cannot merge the two distinct legal entities of the incorporated companies into one. This point has also been settled by the Supreme Court in The Andhra Prabha Limited and Others v. The Secretary, Madras Union of Journalists and Others, (Supra) in which it has been held that in Industrial Law a new company which is an independent legal entity cannot be called a benamidar for another older organization because there was in both companies a person or family of persons who could guide the destinies of the two companies. The petitioner is a branch of a company incorporated in England and in law it is a distinct and separate legal entity, even though all its shares are held by Paterson Engineering Company Limited. In my view the closure of the petitioner's business and undertaking cannot be said to be unreal or non-existent merely because the business which the petitioner was carrying on is now being carried on by The Paterson Engineering Company (I) Private Limited. ( 30 ) IT was argued by the learned Advocate General that the order of reference is an administrative order and this Court in its Writ jurisdiction should not interfere with the order. In my view there is no force in this contention. It is true that the order of reference is an administrative order. But if by virtue of this order the Industrial Tribunal proceeds to assume jurisdiction in a matter in which it ought not to assume such jurisdiction, appropriate writs and orders should be issued by this Court to stop the Industrial Tribunal from dealing with matters which are beyond the jurisdiction conferred upon it by statute. ( 31 ) IN the facts of this case it must be held that there has been a bona fide closure of the petitioner's business and undertaking permanently and irrevocably. There is nothing on record to show that the closure is a sham malafide event, intended only to act as a cover and a cloak to a temporary suspension of the petitioner's business. The offer made on behalf of the respondents Nos. There is nothing on record to show that the closure is a sham malafide event, intended only to act as a cover and a cloak to a temporary suspension of the petitioner's business. The offer made on behalf of the respondents Nos. 5 and 6 to form a Cooperative Society for the purpose of taking over the petitioner's business and undertaking as a going concern, could have been made only on the basis that the petitioner's business and undertaking was going to be closed down permanently. ( 32 ) THE Industrial Tribunal is a creature of the statute. Its jurisdictions and powers are derived from the Industrial Disputes Act, 1947. The decisions of the Supreme Court discussed earlier make it clear that it must confine itself to the issue framed, and cannot travel beyond the issue and enlarge the scope of its inquiry and thereby include in its adjudication matters in which it has no jurisdiction. The issue framed in this case is whether the lock-out of the company with effect from February 1, 1968, is justified. The respondent No. 4 cannot, In my view, enlarge the scope of the inquiry arising out of the issue framed so as to adjudicate upon the question if there has been a closure of the petitioner's business and undertaking. As I have said earlier on the materials in this case I have no doubt that there has been a closure of the business and undertaking of the petitioner permanently, and not merely a closure of the petitioner's place of business. On the issue as framed the respondent No. 4 has no jurisdiction to enlarge the scope of its enquiry and adjudicate upon the question of closure, even though such a finding would be on a jurisdictional fact. As in my view there has been a closure of the petitioner's business and undertaking the respondent No. 4 has no jurisdiction to entertain or adjudicate upon the issue referred to it by the respondent No. 1 and the respondent No. 1 has no jurisdiction to make the order under Section 10 (3) of the Industrial Disputes Act, 1947, prohibiting the continuance of a strike or lock-out. ( 33 ) SO far as the workmen of the petitioner are concerned they have been offered full compensation under Section 25-FFF and the petitioner is ready and willing to pay such compensation to such of the workmen as have not accepted such compensation already. ( 34 ) MR. P. P. Ghosh learned Counsel for the respondent No. 1 also contended, relying upon the decision of the Supreme Court in Management of Express Newspapers Private Limited, Madras v. The Workers and Others, (Supra), that the Tribunal should go into the question if there has been a lock-out or a closure, even, though it had been directed by the issue as framed to adjudicate only upon the question whether the lock-out of the company from 1. 2. 1968 was justified and to what relief the workmen are entitled. I cannot accept this contention for reasons which I have discussed earlier in this judgment. ( 35 ) FOR the reasons mentioned above this Rule is made absolute. Let a Writ in the nature of mandamus be issued directing the respondents not to give effect to registered office act upon the order dated February 1, 1968, No. 517-I. R. /ir/10l-34/68 and the order dated February 1, 1968, No. 518-I. R. /ir/10l-34/68. Let a Writ in the nature of prohibition be issued directing the respondents and each of them not to enforce and give effect to the said two orders and the respondent No. 4 not to proceed with the adjudication in the reference made to it by the respondent No. 1. Each party to pay its own cost. Rule made absolute.