JUDGMENT 1. THIS is an appeal from a judgment of S. C. Ghosh J. dated June 28, and 29, 1971. The appellant before us, in an application under Article 226 of the Constitution, had challenged an order of reference dated October 27, 1969 by the State of West Bengal (the respondent No. 3) to the Second Labour Court, West Bengal (the respondent No. 1. The Facts briefly are that on August 25, 1965, a memorandum of settlement was arrived at, in course of conciliation proceedings, between Rivers Steam Navigation Co. Ltd. and the Central Steam Navigation Workers Union. By this settlement, inter alia, the retirement age had been fixed and it had been provided that there would be no retrenchment of clerical staff for five years. The settlement was valid from August 25, 1965, to December 31, 1969, both days inclusive. Under section 19 (2) of the Industrial Disputes Act, 1947, this settlement, according to the respondents, shall continue to be binding on the parties after the expiry of the aforesaid period and until the expiry of two months from the date on which a notice in writing of an intention to terminate the settlement is given by one of the parties to the other party or parties to the settlement. In the instant case, no notice in writing, the respondents state, has been served. 2. ON February 22, 1967, the appellant central Inland Water Transport Corporation Ltd. a company wholly owned by the Union of India was incorporated. On May, 3, 1967, this Court, in its company Jurisdiction, sanctioned a scheme of arrangement and compromise under the provisions of Sections 391 and 394 of the Companies Act, 1956. By this order sanctioning the scheme all properties and assets of the Rivers Steam Navigation Co. Ltd. were transferred to and vested in the Central Inland Water Transport Corporation Ltd. It was further ordered that "upon the approval of the scheme by the Hon'ble Court the Rivers Steam Navigation Co. Ltd. shall be closed and upon payment to all the creditors the Rivers Steam Navigation Co. Ltd. Shall be dissolved without winding up pursuant to an order to be obtained from this Hon'ble Court. " 3. ON May 3, 1967, the Managing Director of the Rivers Steam Navigation Co. Ltd. shall be closed and upon payment to all the creditors the Rivers Steam Navigation Co. Ltd. Shall be dissolved without winding up pursuant to an order to be obtained from this Hon'ble Court. " 3. ON May 3, 1967, the Managing Director of the Rivers Steam Navigation Co. Ltd. issued a notice as follows : "notice is hereby given that the entire undertaking of Rivers Steam Navigation Company Limited in West Bengal, Assam and other places including the Dockyard, Ghats, etc. will be closed with immediate effect. (ii) This closure is being effected in terms of the scheme sanctioned by the Calcutta High Court by its order dated the 3rd May, 1967, and due to various circumstances placed before the said High Court including the stoppage of the through river transport service from Calcutta to Assam. (iii) Such of the staff and workers of the Company in all establishment of the Company at Calcutta other than the Rajabagan Dockyard and Kulpi as have not already drawn their salaries for the month of April, 1967, can do so at the Company's Head Office at 4, Fairlie Place, Calcutta, between 1 p. m. and 5 p. m. either on the 8th May or the 9th May, 1967. Workers and staff of the Rajabagan dockyard and Kulpi workship can similarly drawn their salaries as may be due for the month of April during the same hours on the 9th and 10th May at the Rajabagan Dockyard and Kulpi workship respectively. Workers and staff in Assam can draw their salaries as may be due for the month of April during the same hours on the 10th May at the premises where they used to draw their salaries previously". 4. AN appeal was preferred against the judgment sanctioning the scheme. The Trial Court made an observation that the substratum of the transferor company had completely gone and the rights under the agreement between the transfer or company and its workers had been extinguished. But the Appellate Court, it appears, took a different view. A. N. Ray, J. delivering the judgment of the Appellate Court in (1) I. S. N. Workers' Union v. Rivers Steam Navigation co. Ltd. and others 71 C. W. N. 897, at pp. But the Appellate Court, it appears, took a different view. A. N. Ray, J. delivering the judgment of the Appellate Court in (1) I. S. N. Workers' Union v. Rivers Steam Navigation co. Ltd. and others 71 C. W. N. 897, at pp. 908 to 909 observed : "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 25th August, 1965, is capable of enforcement, thirdly, 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 Co. Limited and the new transferee company are entitled to assert that there has been a closure and further that the agreement is not capable of enforcement shall all be left open for the rival contentions to be pursued in the proper forum and on proper materials and in the proper jurisdiction. Whether the agreement has the binding character or the agreement is binding or the agreement has ceased to be binding all these questions, in my opinion, should be left open for consideration in the event any claim is made or in the event of any defence being raised to such a claim. 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 cannot be any enforcement of the claim and such adjudication has to be made in a proper forum. " The result therefore, is that the appellate Court did not give any decision as to the fate of the settlement after the scheme was sanctioned. The appellate court indicated that these matters were to be dealt with "in a proper forum, on proper materials and in proper jurisdiction". There is no indication however, as to which court would have jurisdiction to adjudicate upon a dispute of this nature. 5. WE have already observed that on May 3, 1967, the Managing Director of the Rivers Steam Navigation Co. Ltd. issued a notice of closure of the company "in terms of the scheme sanctioned by the Calcutta High Court and due to various circumstances placed before the said High Court. 5. WE have already observed that on May 3, 1967, the Managing Director of the Rivers Steam Navigation Co. Ltd. issued a notice of closure of the company "in terms of the scheme sanctioned by the Calcutta High Court and due to various circumstances placed before the said High Court. " The Appellate court in its judgment referred to above at page 911, of 71 C. W. N. in paragraph 27 observes : "in the present case the scheme to which reference has been made shows that the Rivers Steam Navigation Co. Ltd. is reconstructed for certain purposes. It is discharging certain functions for a certain time until it will be dissolved. " Ghosh, J. has stated that "there was no closure of the old company at anytime within the meaning of the Industrial Disputes Act" (vide page 147 of the paper book. But, in this judgment, we do not intend to express any view on this aspect of the matter which, on the facts of this case, should, if necessary, be decided by the Labour Court at the appropriate time. 6. COMING back to the facts of this case, on the 12th September, 1968, the state of West Bengal made two orders of reference to the Labour Court under Section 33c (2) of the Industrial Disputes Act, 1947, at the instance of workmen represented by Inland Steam Navigation Workers' union. These two references dealt respectively with (a) the claims of some of the workers under the afore said settlement and (b) the claims of other workmen for retrenchment benefits under Section 25ff of the Industrial Disputes Act, 1947. In both the orders of reference the Central Inland Water Transport Co. Ltd. was described as the successor to M/s. Rivers Steam Navigation Co. Ltd. These two orders of reference were challenged in an application under Article 226 of the Constitution and the matter was disposed of by B. C. Mitra, J. by a judgment delivered on the 15th July, 1969. His Lordship in the concluding portions of his judgment observed. "in the order of reference in Matter of 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. His Lordship in the concluding portions of his judgment observed. "in the order of reference in Matter of 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 on 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 on the petitioner as the employer and as the successor of the transferor for retrenchment benefits under Section 35ff 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. 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". It is true that B. C. Mitra J. in the aforesaid judgment has observed : "the Appellate Court by its judgment to which I have referred earlier, directed that the question of closure should be left open for adjudication. The adjudication, it appears to me has not taken place yet, and without such adjudication no order of reference under Section 33c (2) of the Act can be made for computation of the benefits claimed by the workmen". 7. BUT the ratio decided of his lordship's decision appears to be that the two reference were bad because the Government had already fixed the liability of the Central Inland Water Transport Co. Ltd. both in respect of the settlement and in respect of the claim under Section 25ff. It seems to us that Ghose J. is right in observing that B. C. Mitra J. struck down the orders of reference in view of the fact that these orders prejudged the issue as to the liability of central Inland Water Transport Co. Ltd. to pay compensation. Any other observation made by B. C. Mitra, J., therefore, must be treated as obiter dictum. 8. Ltd. to pay compensation. Any other observation made by B. C. Mitra, J., therefore, must be treated as obiter dictum. 8. AFTER the judgment of B. C. Mitra, J. the State Government made afresh order of reference on the 27th October, 1969. In this order of reference there is no prejudging of liability. Four issues were referred to the Labour Court. These issues were : " (1) Whether the undertaking or the business of Messrs. Rivers Steam Navigation company Ltd. has been transferred to Messrs. Central Inland Water Transport Corporation Ltd. If so, whether the settlement dated the 25th August, 1965 is binding on Messrs Central Inland Water Transport Corporation Ltd. ? (2) Whether the workmen mentioned in list No. 1 bound by the settlement, dated the 25th August, 1965 are entitled to continue in employment under Messrs. Central Inland Water Transport Corporation Limited ? If so, what amount of money are they entitled to ? Is that money recoverable from Messrs. Central Inland Water Transport Corporation Limited ? (3) Whether the workmen mentioned in list No. II are entitled to get retrenchment compensation under Section 25f, read with Section 25ff of the Industrial Disputes Act, 1947 ? If so, what amount of money are they entitled to ? (4) Whether the undertaking or the business of Messrs. Rivers Steam Navigation company Ltd. has been closed within the meaning and contemplation of Section 25fff of the Industrial Disputes Act, 1947 ? If so, what amount of money as compensation are the workmen mentioned in lists Nos. I and II entitled to ? This order reference of the 27th October, 1969, was also challenged and came up for disposal before Ghose, J. The learned Judge has struck down issue No. 4, but has upheld the order of reference as far as issues Nos. 1, 2 and 3 are concerned. The present appeal is against the judgment of Ghose J. As there is no cross-objection with regard to issue No. 4, we are not concerned with that issue in this appeal. We have to decide whether, on the facts and in the circumstances of this case, the first three issues can be referred to a Labour court. The present appeal is against the judgment of Ghose J. As there is no cross-objection with regard to issue No. 4, we are not concerned with that issue in this appeal. We have to decide whether, on the facts and in the circumstances of this case, the first three issues can be referred to a Labour court. Before we proceed any further let us quote some of the relevant provisions of the Industrial Disputes Act: "section 2 (k)-'industrial dispute' means any dispute or difference between employers and employers, or between employers and workmen, or between workmen and workmen, which is connected with the employment or non-employment or the terms of employment or with the conditions of labour, of any person. " "section 7 (1)-The appropriate Government may, by notification in the official Gazette, constitute one or more Labour Courts for adjudication of industrial disputes relating to any matter specified in the Second Schedule and for performing such other functions as maybe assigned to them under this Act. " (In the Second Schedule the third item is "discharge or dismissal or workmen including reinstatement of or grant of relief to, workmen wrongfully dismissed". "section 10 (1)-Where the appropriate government is of opinion that any industrial dispute exists or is apprehended, it may at any time, by order in writing : (c) refer the dispute or any matter appearing to be connected with or relevant to the dispute, if it relates to any matter specified in the Second Schedule, to a Labour Court for adjudication; or (d) refer the dispute or any matter appearing to be connected with, or relevant to, the dispute, whether it relates to any matter specified in the second Schedule or the Third Schedule, to a Tribunal for adjudication". (Item No. 10 in the Third Schedule is 'retrenchment of workmen and closure of establishment'. "section 25ff - Compensation to workmen in case of transfer of undertaking : where the ownership or management of an undertaking is transferred, whether agreement or by operation of law from the employer in relation to that undertaking to a new employer every workman who has been in continuous service for not less than one year in that undertaking immediately before such transfer shall be entitled to notice and compensation in accordance with the provisions of Section 25f, as if the workman had been retrenched. (This Section is in Chapter V-A of the Act)". (This Section is in Chapter V-A of the Act)". Section 33-C-Recovery of money due from an employer : " (1) Where any money is due to a workman from an employer under a Settlement or an award of under the provisions of Chapter V-A, the workman himself or any other person authorized by him in writing in this behalf, or, in the case of the death of the workman, his assignee or heirs may, without prejudice to any other mode of recovery, make an application to the appropriate Government for the recovery of the money due to him, and if the appropriate Government is satisfied that any money is so due, it shall issue a certificate for that amount to the Collector who shall proceed to recover the same in the same manner as an arrear of land revenue: (2) Where any workman is entitled to receive from the employer any money or any benefit which is capable of being computed in terms of money and if any question arises as to the amount of money due or as to the amount at which such benefit should be computed, then the question may, subject to any rules that may be made under this Act be decided by such Labour Court as may be specified in this behalf by the appropriate Government. " (Incidentally, we ought to mention at this stage that the Supreme Court in (2) Central Bank of India Ltd. v. P. S. Rajagopalan etc. reported in A. I. R. 1964 S. C. 743 at page 749 in paragraph 19 has observed that claims made under Section 33c (1), by itself can only be claims referable to the settlement, award, or the relevant provisions of Chapter V-A, These words of limitation, according to the Supreme Court, are not to be found in Section 33c (2) and to that extent the scope of Section 33c (2) is undoubtedly wider than that of Section 33c (1. In other words, the Supreme Court observes further that, there is no doubt that the three categories of claims mentioned in Section 33c (1) fall under Section 33c (2)and in that sense Section 33c (2) can itself be deemed to be a kind of execution proceeding. The position, therefore, is that claims arising under a settlement or an award or under Chapter V-A unquestionably come within the jurisdiction of a Labour Court. The position, therefore, is that claims arising under a settlement or an award or under Chapter V-A unquestionably come within the jurisdiction of a Labour Court. And it has been urged before us on behalf of the State Government as well as the workers that the claims herein are (a) under a settlement and (b) under Chapter V-A. 9. NOW, it is well settled that in construing Sec. 33c (2) the Court has to determine on the facts of each case what the main or fundamental or substantial issue is. If the main issue is computation of money or benefit capable of being computed in terms of money and incidentally the Labour Court has to make an enquiry as to the existence of the right to receive the money or the right to the benefit claimed the Labour Court has jurisdiction to go into the matter. If, on the other hand, the main or principalitsue is not computation but matters like retrenchment or closure or any other item in Schedule III and unless the main issue is decided computation cannot be made then the Labour Court's jurisdiction would be ousted vide (2) (The Central Bank of India ltd. v. P. S. Rajagopalan), A. I. R. 1964 S. C. 743 (3) (Chief Engineer, M/s. East India Coal Co. Ltd., Bararee Colliery, Dhanbad v. Rameshwar and ors.) A. I. R. 1968 S. C. 218 (4) (U. P. Electric Supply Co. Ltd. v. R. K. Shukla and ors.) A. I. R. 1970 S. C. 237 (5) (M/s. Voltas Ltd. v. J. M. Demello and anr.) A. I. R. 1971 S. C. 1902 and (6) (National Buildings Construction Corporation Ltd. v. Pritam Singh Gill and ors.) A. I. R. 1972 S. C. 1579. 10. IN stating that the Labour Court has jurisdiction to go into the incidental matters the Supreme Court has adopted the principle that when an act confers the jurisdiction, it impliedly also grants the power of doing all such act, or employing such means, as are essentially necessary to its execution. 10. IN stating that the Labour Court has jurisdiction to go into the incidental matters the Supreme Court has adopted the principle that when an act confers the jurisdiction, it impliedly also grants the power of doing all such act, or employing such means, as are essentially necessary to its execution. In other words, whenever any such thing is authorised, and specially if as a matter of duty required to be done by law and it is found impossible to do that thing unless something else not authorised in express terms can also be done then that something else will be supplied by necessary intendment: vide Maxwell on Interpretation of Statutes, Eleventh Edition, 350 and Brooks Legal Maxims, Tenth Edition, 313. The Supreme Court has also expressed the view that-a mere denial or pretence of a defence is not enough to oust the jurisdiction of the Labour Court : vide (7) (R. B. Bansilal abirchand Mills Co. Pvt. Ltd. v. The Labour Court, Nagpur and ors.) A. I. R. 1972 S. C. 452 and (8) (Sher Singh Varma v. Rup Chandra and anr.) 1967 (2) L. L. J. 681 at p. 685. 11. THE legal position therefore is that the Labour Court is principally concerned with computation of money payable to a workman or of benefit capable of being computed in terms of money; but in making the computation the Labour Court can enter in to and determine all questions which arise incidentally or which could be said to be essential or indispensable for the purpose of computation. 12. BEARING this principle in mind, we have to decide whether the Labour Court, in the instant case, has jurisdiction to entertain issues Nos. 1, 2 and 3 referred to above. The main argument on behalf of the appellant is that on the facts it is first to be decided whether there has been a closure of the Rivers Steam Navigation Co. Ltd. This, according to counsel for the appellant, is the fundamental or substantial issue. If there has been a closure, there can be no question of any payment either under any settlement or on account of retrenchment. And since closure is the fundamental issue it can be decided only by an Industrial Tribunal under Section 10 (1) (d) and not by a Labour Court under Section 33c (2. If there has been a closure, there can be no question of any payment either under any settlement or on account of retrenchment. And since closure is the fundamental issue it can be decided only by an Industrial Tribunal under Section 10 (1) (d) and not by a Labour Court under Section 33c (2. Learned Counsel for the appellant also relied strongly on the observation of B. C. Mitra J. that the adjudication on the question of closure has not yet taken place and without such adjudication no order of reference under Section 33c (2) can be made for computation of benefits claimed by the workmen. On the facts of this case we are unable to uphold the contentions submitted on behalf of the appellant. It appears that some of the workmen, in the instant case, are claiming compensation under the settlement dated August 25, 1965 and their case is that this settlement which was entered into between Rivers Steam Navigation Co. Ltd. And their workmen is binding on the Central Inland Water Transport Corporation Ltd. by reason of provisions of Section 18 (3) (c) of the Industrial Disputes Act read with Sec. 19 (2) thereof. We have already referred to the relevant provisions of Sec. 19 (2. The relevant provisions of Sec. 18 (3) (c) is that where a settlement is arrived at in course of conciliation proceedings under the Act it shall be binding not only on the employer but also on the employer's successors. According to the respondents the Central Inland Water Transport Corporation Ltd. is a successor to the Rivers Steam Navigation Co. Ltd. 13. THE other claim here is under Section 25ff of Chapter V-A. Under this Section the remaining workmen are claiming compensation as if they have been retrenched and the Supreme Court in (9) (Bihar State Transport Corporation v. State of Bihar and ors.) A. I. R. 1970 S. C. 1217 has held that a successor in title, in the circumstances stated in the judgment, is liable to pay wages and emoluments which accrued prior to the successor's taking over. 14. ON the facts therefore, it seems to us that the Labour Court is primarily concerned with computation of compensation and in doing so the Labour Court incidentally has to decide whether (a) Central Inland Water Transport Co. 14. ON the facts therefore, it seems to us that the Labour Court is primarily concerned with computation of compensation and in doing so the Labour Court incidentally has to decide whether (a) Central Inland Water Transport Co. Ltd. is the successor in respect of the settlement dated the 25th August, 1965 and (b) whether it is also the successor in respect of claims under Section 25 FF. It may be that the question of closure will arise before the Labour Court in determining the said incidental questions but even then closure cannot, on the facts of this case, be the main or the principal question. In other words, before the Labour Court proceeds to compute compensation it is essential for the Labour Court to determine whether the Central Inland Water Transport Co. Ltd. is a successor to the Rivers Steam Navigation Co. Ltd. and is liable to meet both the categories of claims we are concerned with in the present appeal. The question of succession does not appear to us, on the facts, here, to be anything but an incidental question. We therefore, hold that the Labour Court has jurisdiction to try issues Nos. 1, 2 and 3 mentioned above. In the result, this appeal is dismissed. There will be no order as to costs. There will be a stay of operation of this order for six weeks from date.