JUDGMENT 1. THE Petitioner, a Government Company, within the meaning of Section 617 of the Companies Act, 1956, seeks appropriate Writs and orders for cancellation and or withdrawal of an order of reference dated September 12, 1968, made by the respondent No. 3, (State of West Bengal) under sub-section (2) of section 33c of The Industrial disputes Act, 1947 (hereinafter referred to as the Act). 2. THE company known as Rivers steam Navigation Company Limited (hereinafter referred to as a transfer owned a large number of vessels, steamers, tugs, flats etc. and used to operate a River Transport Service from west Bengal to Assam via rivers in eastern Pakistan. During and after the conflict with Pakistan in September 1965 this transport service had to be closed and a large number of vessels of the transfer were seized by the government of Pakistan. An application for winding up of the transfer was following by an application by the transfer for sanction of a scheme of arrangement or compromise under the companies Act, 1956. On May 3, 1967, this Court in its company jurisdiction sanctioned a scheme of arrangement or compromise by and between the transferer and its creditors on an application made by the transferer under sections 391 and 394 of the Companies Act, 1956. This scheme of arrangement provided inter alia is as follows :- (i) All the properties and assets of the transferor b transferred to and vest in the petitioner. (ii) The liabilities of the transferor in favour of the State Bank of India and the Government of India shall be. transferred to and become the liability of the petitioner. The amount due to the Chartered Bank was reduced to rs. 60,00,000/- and the same was to be paid by the petitioner. (iii) All other creditors of the transferor shall be paid their dues in certain specified instalments mentioned in the scheme. (iv) Upon the approval of the scheme by this Court the transferor shall be closed and upon payment to all the creditors the transferor shall be dissolved upon an order to be obtained from this Court. (v) The Government of India agree to pay the amount due to the secured and unsecured creditors of the transferor. (vi) The Government of India to provide necessary funds to the petitioner to pay the amount provided in the scheme for settlement the amount due to the Chartered Bank. 3. (v) The Government of India agree to pay the amount due to the secured and unsecured creditors of the transferor. (vi) The Government of India to provide necessary funds to the petitioner to pay the amount provided in the scheme for settlement the amount due to the Chartered Bank. 3. BEFORE proceeding any further I should refer to a settlement of disputes between the employer and the employees arrived at on August 25, 1965. Briefly speaking the settlement reduced the retirement age to 56 years for clerical staff and the staff temporarily retired under the agreement was to be given in addition full provident fund benefit, and the normal gratuity and ex-gratia payment of 21/2 months' pay. The next clause in the settlement was that both clerical and non-clerical employees v, ere to be allowed to retire voluntarily on attaining the age of 45 years and up to 58 years and in such case the ex-gratia payment of 21/2 months' pay would be extended to them for a maximum period of 10 years only. The next clause in the settlement provided that there would be no retrenchment in respect of electrical start at Calcutta Ghats for 5 years from the date of the agreement up to December 31, 1969. The last clause of the agreement was to the effect that it would be valid from August 25, 1965, to December 31, 1969. 4. AN appeal was preferred against the order dated May 3, 1967 by which the scheme of arrangement of compromise was approved. The appellate court dismissed the appeal but modified the order of the trial court in certain important matters. The trial court had held that there was a closure of the transferor's business and undertaking and that the said agreement dated august 25, 1865 had been extinguished. The appellate court, however, modified the findings of the trial court on the question of closure of the transferers business and also on the question whether the agreement was extinguished and on certain other matters. The appellate court, however, modified the findings of the trial court on the question of closure of the transferers business and also on the question whether the agreement was extinguished and on certain other matters. I. set out below the relevant portion of the judgment of the court of appeal reported in 71 C.W.N. 897 at p. 908: "i am of opinion, that the questions first, whether there is a closure of the company within the meaning of Industrial disputes Act, secondly, whether the agreement dated 25 August 1965, is capable of enforcement, thirdly, whether the workers or workmen are entitled to prefer and assert their claims on the agreement dated 25 August, 1965 and fourthly, whether the Rivers Steam navigation Company Limited and the new transferee company are entitled to assert that there has been a closure and further that the agreement is hot capable of enforcement should all be left open for the rival contentions to be pursued in the proper forum and on proper materials and in the proper jurisdiction. . . . I am of opinion that if any claim be made in the proper jurisdiction it will be a matter for enforcement of that claim in properly constituted proceeding. It is needless to say that unless there is adjudication there can not be any enforcement of the claim and such adjudication has to be made in a proper forum. " On September 12, 1968, the respondent No. 3 made an order of reference mentioned earlier whereby the respondent No. 1 was appointed the tribunal for adjudication or computation of benefits claimed by the workmen in terms of the said settlement dated August 25, 1965, relevant portion of the said order of reference is set out below : "whereas the workmen, mentioned in the attached list (hereinafter referred to as the said workmen), represented by the Inland Steam navigation Workers' Union, 16,17 College street, Calcutta-12 are entitled, in terms of the settlement, dated the 25th august 1965 (hereinafter referred to as the said settlement), to receive from their employer Messrs. Central Inland water Transport Corporation Limited, being the successor to Messrs. Rivers steam Navigation Company Limited, 4, Fairlie Place, Calcutta-1, benefits which are capable of being computed in terms of money. 5. Central Inland water Transport Corporation Limited, being the successor to Messrs. Rivers steam Navigation Company Limited, 4, Fairlie Place, Calcutta-1, benefits which are capable of being computed in terms of money. 5. AND whereas the said workmen have requested the State Government to specify a Labour Court for determination of the amount at which such benefits should be computed; 6. "NOW, therefore, in exercise of the power conferred by Sub-section (2)of section 23c of the Industrial Disputes act, 1847 (Act 14 of 1947), the government is pleased hereby to specify the second Labour Court, constituted by notification No. 1727-IR/ir/3a-1/58 dated the 26th April 1958, as the Labour Court by which the amount at which the benefits to be computed in terms of the said settlement shall be determined. On November 14, 1968, the petitioner obtained this Rule Nisi and also an ad interim stay of the operation of the order of reference. 7. THIS matter was heard along with Matter No. 717 of 1968. In both the matters the facts are identical except in one respect namely that in matter No. 718 of 1968, the order of reference was made for computation of the benefits on the basis of the terms of settlement dated August 25, 1965, and in Matter No 717 of 1968, the order of reference was made for computation of such benefit independently of the said terms of settlement. 8. THE first contention raised by mr. Subimal Roy learned counsel for the petitioner was that the Court of appeal left several questions open and directed that such question should be adjudicated upon in the proper forum and in properly constituted proceedings. The first of these questions, it was submitted, was whether there was a closure of the business of the transferor. If there was a closure it was next argued the order of reference could not be made as there could be no reference after a closure under the Industrial Disputes act. The next question left open was whether the agreement dated August 25, 1965, was capable of enforcement and whether the employees were entitled to prefer and assert that claim on the said agreement. The next question left open was whether the agreement dated August 25, 1965, was capable of enforcement and whether the employees were entitled to prefer and assert that claim on the said agreement. If the settlement remained in force and was binding on the parties, it was argued, it remained in force until December 31, 1969 and no claim could be preferred by the workmen until the settlement was terminated in accordance with S. 19 of the act. The next submission of the learned counsel for the petitioner was that the Court of Appeal further held that unless there was adjudication of the questions mentioned above there could not be enforcement of the claim and that such adjudication had to be made in a proper forum. Mr. Roy next submitted that on the materials no adjudication had been made on the questions which were left open by the Court of appeal and that until such adjudication was made no order of reference could be made by the respondent No. 3 for computation of the benefits under section 33c (2)of the Act. 9. WITH regard to the order of reference counsel for the petitioner contended that without any adjudication before the proper forum the respondent No. 3 had come to the conclusion that the workmen were entitled in terms of the settlement dated August 25, 1965. This question, it was submitted, was clearly left open by the court of Appeal but in complete disregard of that judgment the respondent no. 3 had come to the conclusion that the workmen were entitled under the said agreement to receive certain benefits which were capable of being computed in terms of money. It was next submitted that the respondent No. 3 had again come to the conclusion that the petitioner as the successor of the transferor had become liable to the workmen on the basis of the terms of settlement. These conclusions, it was argued, were drawn by the respondent no. 3 without adjudication of the matter as directed by the Court of Appeal and directions given in the order of reference to the respondent No. 1 on the basis of such conclusions were bad. 10. IN support of the contentions mentioned above reliance was placed firstly on a decision of the Supreme court (1) Anakapalla Co-operative agricultural and Industrial Society ltd. v. Workmen and Ors. A.I.R. (1963) S.C. 1489. 10. IN support of the contentions mentioned above reliance was placed firstly on a decision of the Supreme court (1) Anakapalla Co-operative agricultural and Industrial Society ltd. v. Workmen and Ors. A.I.R. (1963) S.C. 1489. In that case a company which manufactured sugar could not make sufficient profits for insufficient supply of sugarcane. The local cane growers formed a co-operative society and purchased the undertaking of the company. It was agreed between the co-operative society and the company that the latter should pay retrenchment compensation to its employees and terminate their services leaving the co-operative society full freedom in choosing its employees. Accordingly the company paid retrenchment compensation to its employees and the co-operative society took over the concern and employed such persons as it needed. In the result, some of the permanent employees and some other seasonal employees of the company were not absorbed by the co-operative society and a claim was made by those who could not find employment or absorbed and this demand was referred to a tribunal for adjudication. After analysing the scope of section 25ff of the act it was held that in all cases to which S. 25ff applies, the only claim which the employees of the transferred concern could legitimately make was a claim for compensation against their employees and that no claim could be made against a transferee of the said concern. Relying upon this decision, it was argued, that the workmen had no claim against the petitioner, and there could therefore be no order of reference under section 33c (2) of the Act for computation of benefits due to the workmen from the petitioner who was the transferee. It was therefore submitted that in so far as the order of reference directed the respondent No. 1 to compute the benefits due from the petitioner as the successor of the transferor it was manifestly and prima facie illegal. In my view this contention of the counsel for the petitioner is well founded. The order of reference makes it clear that the claim for benefits arises out of the transfer of an undertaking, and as the petitioner has been held to be the successor to the transferor such claim of compensation must come under S. 25ff of the Act. In my view this contention of the counsel for the petitioner is well founded. The order of reference makes it clear that the claim for benefits arises out of the transfer of an undertaking, and as the petitioner has been held to be the successor to the transferor such claim of compensation must come under S. 25ff of the Act. The Supreme Court upon construction of this section has held that for such a claim the liability is that of the transferor company and it cannot be enforced against a transferee. On this ground alone, and without anything more, the order of reference cannot but be held to be illegal. The respondent No. 1 has been told by the respondent No. 3 in express terms that the workmen are entitled to benefits from the petitioner as the successor of the transferor and this in my view is clearly contrary to law. 11. IT was, however, argued by the learned Advocate General on behalf of the respondent No. 3 that the questions which were left open by the Court of appeal, and to which I have referred earlier in this judgment, could be gone into by the respondent No. 1. It was submitted that the jurisdiction of the tribunal under section 33c (2) was wider than its jurisdiction on a reference under section 10 of the Act; and therefore the respondent No. 1 was quite competent to deal with the question of closure and also the question if the settlement could be enforced by the workmen. It was further contended that the petitioner could raise these questions in its written statement before the tribunal, and call upon the tribunal to adjudicate upon such questions. In support of this contention reliance was placed on a decision of the Supreme Court. (2) The Central bank of India Ltd. v. P. S. Rajagopalan A.I.R. (1964) S.C. 743. In that case it was held that in a reference under section 33c (2) the benefit claimed by the workmen may be a disputed benefit, and that even though the right on the basis of which the benefit is claimed was disputed by the employers, an cider of reference under section 33c (2)might be validly made. In that case it was held that in a reference under section 33c (2) the benefit claimed by the workmen may be a disputed benefit, and that even though the right on the basis of which the benefit is claimed was disputed by the employers, an cider of reference under section 33c (2)might be validly made. It was further held that the claim under section 33c (2) postulated, that the determination of the question about computing the benefit in terms of money might in some cases be preceded by an enquiry into the' existence of the right to such benefit, and such an enquiry must be held to be incidental to the main determination which had been assigned to the Labour Court by sub-section (2), and that it would be open to the Labour court to interpret the award or settlement on which the workmen's right rests, and although the Labour Court acting as executing Court could not go 'behind the award or settlement, nor could it add to or subtract from the same it was open to it to interpret the settlement or award for the purpose of execution. This decision, to my mind, does not uphold the proposition canvassed on behalf of the respondents that the respondent No. 1 was entitled to go into the question of closure and also the question whether the settlement could be enforced by the workmen. It is true that the respondent no. 1 is entitled to make incidental inquiries into the existence of the right to the benefits claimed by the workmen. But the respondent No. 1, cannot go into the question if the workmen are entitled to compensation, having regard to the terms of the order of reference in which it is stated that the workmen are entitled, on the basis of the terms of settlement, to the benefits, nor in my view, is the respondent No. 1 entitled to go into the question of the liability of the petitioner as the order of reference clearly says that the workmen are entitled to the benefits from the petitioner. 12. BEFORE proceeding any further I should refer to one other decision of the Supreme Court on which reliance was placed by learned counsel for the respondents namely (3) The bombay Gas Co. Ltd. v. Gopal Bhiva and Ors. A.I.R. (1964) B.C. 752. 12. BEFORE proceeding any further I should refer to one other decision of the Supreme Court on which reliance was placed by learned counsel for the respondents namely (3) The bombay Gas Co. Ltd. v. Gopal Bhiva and Ors. A.I.R. (1964) B.C. 752. In that case it was held that proceedings under s. 33c (2) were analogous to execution proceedings and the Labour Court which dealt with the reference was in the position of an executing court. It was further held that as in the case of a civil proceeding if a, decree was a nullity the executing court could refuse to execute it, in the case of a reference under S. 33c (2) of the Act, the Labour court would be justified in refusing to implement an award if it was satisfied that the direction in the award on which the claim was based was without jurisdiction. This decision, to my mind, is of no assistance to the respondents in this case as it is not an authority for the proposition that a tribunal could proceed to adjudicate upon matters not referred to it, such matters having already been decided by the state Government, who made the order of reference, Turning now to the question of closure of the undertaking it is to be remembered that the question if there was a closure of the business was left open by the Court of appeal with a direction that this question should be adjudicated upon in appropriate proceedings and in the appropriate forum. In Matter No. 718 of 1968 the order of reference was made on the basis of the said terms of settlement dated August 25, 1965. The last clause of this settlement provides that the agreement will be valid from August 25, 1965 to December 31, 1969. Since the order of reference is on the basis of the settlement it must have been assumed by the respondent No. 3 that there was no closure and that the undertaking of the transferor was being carried on. This is so because the agreement itself provides that it will remain valid up to december 31. 1959. In view of the judgment of the Court of appeal the respondent No. 1 was not justified in assuming that there was no closure and then making the order of reference on such assumption. This is so because the agreement itself provides that it will remain valid up to december 31. 1959. In view of the judgment of the Court of appeal the respondent No. 1 was not justified in assuming that there was no closure and then making the order of reference on such assumption. If the business or undertaking of the petitioner was closed it cannot be said that the agreement is a valid subsisting agreement which can be enforced by either party against the other. 13. THE learned counsel appearing for the parties referred to a number of decisions on the question of closure. On behalf of the petitioner it was argued that if there was a closure no reference could be made to an industrial tribunal under the Act. It was also argued that if in fact there was a closure the motive for the same was immaterial. On this question reliance was placed on four decisions of the Supreme Court (4) Indian Hume Pipe Co. Ltd. v. Their workmen, A.I.R. (1968) S.C. 1002 (5)Management of Express Newspapers ltd. v. The Workers and Ors. (1963)S.C. 569, (6) Kalinga Tubes Ltd. v. Their Workmen, A.I.R. (1969) S.C. 90. (7) The District Labour Association v. Ex-Employees of the District Labour association (1960) S. C. 815 and a decision of this Court reported in (8) 73 C.W.N. 315. For the purpose of this application, however, it is not necessary for me to go into the question if the order of reference could be made at all by reason of the contentions on behalf of the petitioner that there was a closure, and also on behalf of the respondents that there was no closure. The Appellate Court by its judgment, to which I have referred earlier, directed that the question of closure should be left open for adjudication. This adjudication it appears to me has not taken place yet, and without such adjudication no order of reference under S. 33c (2) of the Act can be made for computation of the benefits claimed by the workmen. The records in this matter were produced in Court by the learned Advocate General, and he read out relevant extracts from these records. It was argued, on behalf of the respondents, though somewhat faintly, that the State government was the appropriate forum for adjudication of the question of closure which left open by the Court of appeal. The records in this matter were produced in Court by the learned Advocate General, and he read out relevant extracts from these records. It was argued, on behalf of the respondents, though somewhat faintly, that the State government was the appropriate forum for adjudication of the question of closure which left open by the Court of appeal. I am not called upon to decide in this application the question of forum for adjudication of this question. But assuming that the State Government is the appropriate forum, there is nothing to show that such adjudication has been made, and that the State Government has come to any conclusion on the question of closure. In my view there has been no adjudication on the question of closure as directed by the Court of appeal, and such an adjudication must be made before the claim made by the workmen for benefits can be entertained by any authority or tribunal. 14. I now proceed to deal with the next contention of learned counsel on behalf of the respondents that the reference under, section 33c (2) of the act has been validly made by the respondent No. 3 as it has specified the respondent No. 1 as the Labour Court, by which the benefits claimed by the workmen, is to be determined. It was argued that the application of the respondent No. 2 under S. 33c (2) was duly delivered to the Secretary of the government of West Bengal, in accordance with Rule 74 of the Rules framed by the State Government under s. 38 of the Act. On the application being so delivered, it was argued that the State Government had specified the respondent No. 1 as the labour Court for determination of the claim. On this question reliance was placed on a decision of the Supreme court (9) Treoginath and Ors, v. Indian iron and Steel Co. Ltd. and Ors., A. I. R. (1969) S.C. 205. In that case, however, the Labour Court was not specified by the State Government and it was contended that since a Labour court had been constituted under S. 7 (1) of the Act for the purpose of adjudication of industrial disputes, that court was competent to entertain and deal with the application. In that case, however, the Labour Court was not specified by the State Government and it was contended that since a Labour court had been constituted under S. 7 (1) of the Act for the purpose of adjudication of industrial disputes, that court was competent to entertain and deal with the application. This contention, however, was rejected by the supreme Court and it was held that since the Labour Court had not been specified as required by section 33c (2), the labour Court had no jurisdiction to entertain the application. In my view, this question is not material for the purpose of this application. The question in this application is not whether the respondent No. 1 has been validly constituted and has jurisdiction to entertain the reference, and proceed to compute the benefit claimed by the workmen, but the question is if the order of reference itself is valid having regard to the fact that it seeks to make the petitioner liable, while in law it has no liability and the liability if any, is that of the transferor, and secondly the fact that, the appellate Court left several material questions open for adjudication, before the appropriate forum, and the order of reference has been made in complete disregard to the order of the Appellate Court. For these reasons I need say nothing more on this question raised on behalf of the respondents. It was next argued by the learned counsel for the respondents that the order of reference had been validly made by the respondent No. 3 as the benefits claimed by the workmen were capable of computation in terms of money. In support of this contention reliance was placed on a decision of the supreme Court in (10) Chief Mining engineer, M/s. East India Coal Co. Ltd. v. Rameshwar and Ors. A. I. R. (1968) S. C. 218. In that case the workmen claimed bonus under a scheme framed by the central Government. This claim was allowed by the Labour Court under section 33c (2) of the Act, and thereafter an appeal was preferred to the supreme Court. Ltd. v. Rameshwar and Ors. A. I. R. (1968) S. C. 218. In that case the workmen claimed bonus under a scheme framed by the central Government. This claim was allowed by the Labour Court under section 33c (2) of the Act, and thereafter an appeal was preferred to the supreme Court. It was held that in a proceeding under section 33c (2) of the act the right to the benefit which was sought to be computed, must be an existing one, that is to say, already adjudicated upon or provided for, and must arise in the course of and in relation to the relationship between an industrial workmen and his employer. I do not see how this decision helps the workmen in this case, because so far as the claim based on the said agreement is concerned, there has been no adjudication of the question whether the agreement is enforceable as directed by the order of the appellate Court. So far as Matter No. 717 of 1968 is concerned, in which the order of reference is not based on the said agreement, there has been no adjudication at all of the question if the workmen are entitled to retrenchment benefits under section 25ff of the Act. 15. AGAIN it appears from the records of the State Government that it, has been noted therein that the agreement was a settlement arrived at between the parties and the question how far the agreement was valid and banding between the parties should be raised as an industrial dispute to be decided on a reference to the tribunal. It is strange, however, that in spite of this note in the files of the State government no reference on the dispute has been made to a tribunal, in terms of the order of the appellate Court. At any rate it is clear that there has been no adjudication by the respondent No. 3 on the question of closure and also on the question of enforceability of the settlement by the workmen, and in the absence of such as adjudication the order of reference under section 33c (2)of the Act cannot in my view be sustained. 16. At any rate it is clear that there has been no adjudication by the respondent No. 3 on the question of closure and also on the question of enforceability of the settlement by the workmen, and in the absence of such as adjudication the order of reference under section 33c (2)of the Act cannot in my view be sustained. 16. ON the question whether the application by the workmen for an order of reference under section 33c (2) to the respondent No. 1 was valid reliance was placed on an unreported decision of the Supreme Court in (11) Civil Appeal No. 2328 of 1966 M/s. M.L. Bose and Co. (P) Ltd. v. The State of west Bengal and Ors. In that case on a reference to the Industrial Tribunal arising out of an industrial dispute, it was held by the tribunal that the workmen were wrongfully dismissed and an order for their reinstatement was also made. The tribunal further ordered payment by way of compensation of 1/3rd of the emoluments of the workmen for the period between the dates of dismissal and dates of reinstatement. After this award, a large number of workmen filed separate applications before the State Government for recovery of moneys payable to them under the award, upon computation of the amounts due. On this application the state Government made an order under s. 33c (2) of the Act specifying the second Labour Court as the tribunal for determination of the amount due to the workmen. It was held that the application by the workmen was duly submitted to the Secretary of the State; government in compliance with the rule 74 of the Rules framed by the state Government under S. 38 of the act, and that the Labour Court specified had jurisdiction to proceed to compute the amount under S. 33c (2) of the Act. On this point the next case relied upon by learned counsel for the respondents was also an unreported decision of the Supreme Court (12)Civil Appeal No. 1577 of 1966 Payment of Wages of Inspectors, Dist. Ujjyani v. Surajmal Mehta and Anr. In that case an the licence of an Electric Supply company being revoked by the State government, the Company's undertaking was taken over by the State electricity Board. Notices were served on the company's employees that their services would no longer be required from a certain date. Ujjyani v. Surajmal Mehta and Anr. In that case an the licence of an Electric Supply company being revoked by the State government, the Company's undertaking was taken over by the State electricity Board. Notices were served on the company's employees that their services would no longer be required from a certain date. Thereupon an application was filed on behalf of the workmen under S. 15 (2) of the payment of Wages Act, 1934, to recover wages for the notice month, and also retrenchment compensation payable to the employees under S 25ff of the act. The company contested the claim, as also the jurisdiction of the Authority under the Payment of Wages Act. It was held that a workman whose service was terminated in consequence of transfer of an undertaking whether by agreement or by operation of law had statutory right under S. 25ff to compensation unless such right was defeated under the proviso to that section and also that a workman whose claim, monetary or otherwise, was disputed by the employer could lodge such a claim before a specified Labour Court under S. 33c and obtain an inexpensive and expeditious remedy. But on the question of jurisdiction it was held that the authority under the Payment of wages Act, could not entertain an application for payment of compensation under sections 25ff and 25fff of the Act and that the question of compensation could be adjudicated upon only by a Labour Court under section 33c (2) of the Act. I do not see how either of these two unreported decisions is of any assistance to the respondents. There is no dispute that the tribunal specified by the State Government has jurisdiction to entertain a claim for compensation under S. 25ff of the Act, but the question is whether the order of reference to the respondent No. 1 is valid having regard to the directions issued by the Appellate Court regarding adjudication of certain matter to which I have referred at length earlier in this judgment. Before proceeding any further, however, I should refer to another unreported decision of the supreme Court on which reliance was placed by learned counsel for the respondents namely Civil Appeals Nos. 2455 and 2540 of 1969. (13) The Board of Directors of the South Arcot electricity Distribution Co. Ltd. v. N. K. Mohammad Khan etc. Before proceeding any further, however, I should refer to another unreported decision of the supreme Court on which reliance was placed by learned counsel for the respondents namely Civil Appeals Nos. 2455 and 2540 of 1969. (13) The Board of Directors of the South Arcot electricity Distribution Co. Ltd. v. N. K. Mohammad Khan etc. In that case also the State Government took over the undertaking of an Electric Supply company in exercise of the powers under the Madras Electricity Supply undertaking (Acquisition) Act, 1954. The company claimed compensation under the provisions of the Act. The employees of the company claimed retrenchment compensation under S. 25f read with S. 25ff of the Act, and filed applications for computation of the compensation under S. 33c (2) of the act before the Labour Court. Writ applications were filed before the madras High Court, and ultimately the appeal was taken to the Supreme Court. It was held that the workmen were entitled to compensation under S. 25ff of the Act in accordance with the provisions in S. 25f. But it was further held relying upon the earlier decision in (10) Chief Mining Engineer, East india Coal Co. Ltd. v. Rameshwar (supra) that the benefit which was sought to be computed must be an existing one, that is to say, already adjudicated upon or provided for and must arise in the course of and in relation to the relationship between an industrial workman and his employer and that the Labour Court had the jurisdiction to decide whether such a right did or did not exist when dealing with the application under S. 33c (2). But it was also held that the liability to pay compensation was of the previous employer and not of the transferee. This decision, to my mind, is entirely against the contentions raised on behalf of the respondents, as it was clearly held that the liability to pay compensation was that of the previous employer and not of the transferee. The observations of the Supreme Court that the Labour Court had jurisdiction to decide whether a right to compensation did or did not exist cannot apply in the instant case because that is one of the questions which under the directions of the Appellate Court has to be adjudicated upon in the appropriate forum and in appropriate proceeding. The observations of the Supreme Court that the Labour Court had jurisdiction to decide whether a right to compensation did or did not exist cannot apply in the instant case because that is one of the questions which under the directions of the Appellate Court has to be adjudicated upon in the appropriate forum and in appropriate proceeding. In this case such adjudication has not taken place yet, and without any adjudication of this question the respondent no. 3 has held the petitioner liable to pay compensation although clearly it has not such liability and the liability to pay compensation in law is that of the transferor. 17. AS I have noticed earlier it was urged on behalf of the respondents that the questions which were left open by the Appellate Court were adjudicated upon by the respondent No. 3, with whom the application for computation of the benefits under section 33c (2) of the Act was filed. But in fact there was no adjudication by the respondent no. 3 of the questions which were left open by the appellate Court. I am not called upon in this application to decide which is the appropriate forum for adjudication of these questions, and therefore I refrain from expressing any views in that matter. But even assuming that the respondent No. 3 is the appropriate forum, there is nothing on record to show that such an adjudication has taken place and that the respondent No. 3 has come to any decision on the question of closure of the company, enforceability of closure of the dated August 25, 1965, the right of the workmen to assert their claim on the agreement and the claim of the transferor and the petitioner to assert that there has been a closure. It is plain that the order of reference has been made in clear violation of the directions of the appellate Court. 18. It is plain that the order of reference has been made in clear violation of the directions of the appellate Court. 18. IT was urged by counsel for the petitioner that the respondent No. 1 is bound by the terms of reference and since the order of reference directed that the workmen are entitled to benefits and also that the petitioner as the successor of the transferor was liable to the workmen for the benefits claimed by them, it was not open to the respondent No. 1 to go behind the order of reference and adjudicate upon the question whether the workmen were entitled to the benefits claimed by them on the basis of the said terms of settlement. It was argued on behalf of the respondents that in any event the questions kept open by the Appellate Court could be agitated before the respondent no. 1 in the proceedings under section 33c (2). It was submitted that those were matters which arose out of the dispute relating to compensation of the benefits. I cannot accept this contention of the respondents. It is now well settled that an industrial tribunal is bound by the terms of the reference and must confirm its adjudication to the points of dispute referred to it and cannot travel beyond such terms and adjudicate upon matters not referred to it. While it is true that a tribunal in a proceeding under section 33c (2), acts as an executing court, and as such it is entitled to interpret the award or settlement on the basis of which the benefit is claimed it cannot in any event go beyond the order of reference to adjudicate upon matters not referred to it. This question has been settled by several decisions (14) The Delhi Cloth and general Mills Co. Ltd. v. The Workmen and Ors. A.I.R. (1967) S. C. 469 (15) The Andhra Prabha Ltd. and Ors. v. The Secretary, Madras Union of journalists and Ors. A. I. R. (1967) S. C. 1869 and (8) Jewell Filter Co. v. The state of West Bengal and Ors. 73 CWN 315 and (16) Ramamoorthi (W. P. A. D.) and ore. v. Trineveli (1963) 1 Lab. L. J. 507. In my opinion this contention of the counsel for the petitioner must be upheld. A. I. R. (1967) S. C. 1869 and (8) Jewell Filter Co. v. The state of West Bengal and Ors. 73 CWN 315 and (16) Ramamoorthi (W. P. A. D.) and ore. v. Trineveli (1963) 1 Lab. L. J. 507. In my opinion this contention of the counsel for the petitioner must be upheld. The respondent No. 1 cannot in this case proceed to adjudicate upon the rights of the workmen to the benefits claimed by them as in the order of reference it has already been held that the workmen are entitled to such benefits. Similarly the respondent No. 1 is not entitled to go into the questions as to which of the two parties namely the petitioner and the transferor would be liable inasmuch as the order of reference clearly states that the petitioner as the successor of the transferor is liable to the workmen for the benefits claimed by them. So far as the respondent No. 1 is concerned an adjudication on this question is a closed chapter and it cannot assume jurisdiction to adjudicate upon matters which has already been decided by the respondent no. 3, and the respondent No. 1 is by no means sifting in appeal over the conclusions or decisions of the respondent No. 3. 19. IN this connection it should be noticed that there is an important distinction between a reference under section 10 (4) and a reference under section 33c (2) of the Act. In a reference under section 10 (4) of the Act the tribunal is required to confine its adjudication to the points in dispute and also matters incidental thereto. The term 'incidental' means something happening as a result of or in connection with the dispute or associated with the dispute. Therefore while in a reference under section 10 of the Act the tribunal may adjudicate upon matters connected with the dispute or associated with the dispute, in a reference under section 33c (2) the tribunal's jurisdiction is confined to computing in terms of money the amount due to the workmen or the amount at which a benefit claimed by the workmen should be computed. The legislature has not given to the tribunal in a reference under section 33c (2) the jurisdiction too adjudicate upon matters incidental too the claim made by workmen for any money or benefit due to them. The legislature has not given to the tribunal in a reference under section 33c (2) the jurisdiction too adjudicate upon matters incidental too the claim made by workmen for any money or benefit due to them. This distinction between section 10 (4) and section 33c (2) of the Act cannot be overlooked. In my view, therefore, in a reference under section 33c (2) the tribunal cannot enlarge the scope of its inquiry and proceed to adjudicate on the question of closure, the question of enforceability of the terms of settlement, the question whether the transferor or the petitioner is liable and also the question whether the claim of the workmen can be enforced against the petitioner. In the order of reference in Matter No. 718 of 1968 it is stated that the workmen are entitled in terms of the settlement to receive from the petitioner benefits which are capable of being computed in terms of money. The order of reference has therefore fixed the liability of the petitioner and the only matter that has been left for the tribunal is to compute in terms of money the amount due to the workmen. In matter No. 717 of 1968 the order of reference again fixes the liability of the petitioner as the employer and. as the successor of the transferor for retrenchment benefits under S. 25ff of the Act. This, in my view, the state Government was not entitled to do, as the liability is that of the transferor and not of the transferee. For the reasons mentioned above these two Rules are made absolute. Let a Writ in the nature of mandamus issue in Matter No. 718 of 1968 directing the respondent No. 3 to cancel and withdraw the order and reference No. 6867-I. R. dated 12th September 1968 eil/6p-42/68 and let a similar Writ be issued in Matter No. 717 of 1968 directing the respondent No. 3 to cancel and withdraw the order of reference no. 6868-I. R. dated 12th September eil|6p-42/68 1968. Let a Writ in the nature of prohibition issue prohibiting the respondents Nos. 1 and 3 from giving any effect to the order of reference No. 6867-I. R. EIL/6p-42/68 dated 12th September 1968 in Matter no. 718 of 1968 and the order of reference No. 6867-I. R. dated 12th September eil/6p-42/68 1968 in matter No. 717 of 1968. There will be no order as to costs. 1 and 3 from giving any effect to the order of reference No. 6867-I. R. EIL/6p-42/68 dated 12th September 1968 in Matter no. 718 of 1968 and the order of reference No. 6867-I. R. dated 12th September eil/6p-42/68 1968 in matter No. 717 of 1968. There will be no order as to costs. The respondent No. 3 will be at liberty to make fresh order or orders of reference in the light of the observations made in this judgment and in compliance with the directions in the judgment of the Appellate Court and in accordance with law. There will be no order in the application in matter Nos. 717 of 1968 and 718 of 1968.