JUDGMENT K.N. Singh, J. 1. HINDUSTAN Lever, Ltd., is a company engaged in various operations including manufacture of banaspati, animal food stuff and dehydration of peas. In order to maintain availability of peas for the purpose of dehydration, the company engaged itself in agricultural operations at Ghaziabad. The company closed down its agricultural operation department and terminated the services of its workmen employed therein. The company offered alternative employment to the workmen whose services were terminated ; some of the affected workmen accepted alternative employment while others did not accept the offer. The workmen raised an industrial dispute, after the failure of conciliation proceedings ; the State Government by its order, dated 23 July 1973, refused to refer the dispute for adjudication on the ground that it was not expedient to refer the dispute for adjudication. Later on, the State Government by its order, dated 10 August 1973, referred the dispute for adjudication to the Third Industrial Tribunal at Kanpur under S. 4K of the Uttar Pradesh Industrial Disputes Act. The adjudication was registered as Case No. 128 of 1973, before the Third Industrial Tribunal, Allahabad. The Tribunal issued notice to the petitioner- company and the workmen for appearance. 2. ON 9 October 1973, the State Government in exercise of its power under S. 6G of the Uttar Pradesh Industrial Disputes Act, 1947 (hereinafter referred to as the Act), issued an order withdrawing the adjudication case from the file of the Third Industrial Tribunal, Allahabad. The State Government issued another order on 10 October 1973, under S. 4K of the Uttar Pradesh Industrial Disputes Act referring the dispute to the Labour Court at Meerut for adjudication. The dispute referred was whether the closure of agricultural operation by the employers with effect from 7 October 1972, was bona fide and genuine and whether it was closure or lookout and if it was a lockout whether it was legal and valid and whether the workmen were entitled to any relief. The second question was whether the termination of services of the workmen mentioned in the schedule to the order of reference was illegal, if so, to what relief the workmen were entitled? The second question was whether the termination of services of the workmen mentioned in the schedule to the order of reference was illegal, if so, to what relief the workmen were entitled? The company thereupon filed the present petition under Art. 226 of the Constitution challenging the validity of the State Government's orders dated 9 and 10 October 1973, claiming relief for the quashing of the orders and for the issue of a writ of prohibition directing the Labour Court not to hear or decide the dispute referred to it. The petitioner-company obtained an interim order as a result of which proceedings before the Labour Court have remained stayed during all this time. The petitioner-company has raised a number of grounds in the writ petition but during the course of hearing only three grounds were pressed before us by Sri S.C. (Chare, learned counsel for the petitioner. He urged that the impugned orders of withdrawal and transfer are illegal as the State Government has no power to transfer an adjudication case pending before the Industrial Tribunal to the Labour Court under S. 6G of the Uttar Pradesh Industrial Disputes Act, 1947, the State Government has failed to record any reasons in the order of transfer and no opportunity was given to the petitioner before the adjudication proceedings were transferred. Since the employers closed their agricultural operations, the services of respondent-workmen were terminated on account of closure. Consequently, the State Government had no jurisdiction to refer the dispute for adjudication, Lastly, he urged that as the State Government had itself refused to refer the dispute fox adjudication on 23 July 1973, it had no jurisdiction to reconsider the matter and refer the same for adjudication. 3. THE State Government has withdrawn and transferred the proceedings pending before the Industrial Tribunal to Labour Court in exercise of its powers under S. 6G of the Uttar Pradesh Industrial Disputes Act, 1947, hereinafter referred to as the Act. Section 6G of the Act is in the following terms: "6G. 3. THE State Government has withdrawn and transferred the proceedings pending before the Industrial Tribunal to Labour Court in exercise of its powers under S. 6G of the Uttar Pradesh Industrial Disputes Act, 1947, hereinafter referred to as the Act. Section 6G of the Act is in the following terms: "6G. (1) THE State Government may, by order in writing and for reasons to be stated therein, withdraw any proceeding under this Act, pending before a Labour Court or Tribunal or transfer a proceeding from one Labour Court or Tribunal to another Labour Court or Tribunal, as the case may be, for the disposal of the proceedings and the Labour Court or Tribunal to which the proceeding is so transferred may, subject to any special directions in the order of transfer, proceed either de novo or from the state at which it was so transferred: Provided that where a proceeding under S. 6E or S. 6F is pending before a Tribunal, the proceeding may also be transferred to a Labour Court. (2) Without prejudice to the provisions of Sub-sec.(1) any Tribunal, if so authorized by the State Government, may transfer any proceeding under S. 6E or S. 6F pending before it to any one of the Labour Courts specified for the disposal of such proceedings by the State Government by notification in the official gazette and the Labour Court to which the proceeding is so transferred shall dispose of the same." A reading of Sub-sec. (1) of S. 6G makes it crystal clear that under the said provision the Legislature has conferred power on the State Government to transfer proceedings pending before a Labour Court or Industrial Tribunal to another Labour Court or Industrial Tribunal. It further confers power on the State, Government to withdraw any proceeding pending before the Labour Court or Tribunal for the purpose of transferring the same to another Labour Court or Tribunal. 4. IN Shree Sitaram Sugar Company, Ltd. v. Labour Court and others [1973-11 L.L.N. 193], the Supreme Court held that S. 6G deals only with the power of the State Government to transfer a proceeding from one Labour Court to another and for purposes of such transfer to withdraw the proceedings from the Labour Court or Tribunal from whom it is being transferred. The Supreme Court construed the expression 'or' in S. 6 G (1) interposed between the words "withdraw any proceeding" and " transfer a proceeding" as "and" and thereupon it laid down that the power conferred under S. 6G on the State Government is that of withdrawing any proceeding from one Labour Court or Tribunal and transferring the same to another. The State Government, therefore, had jurisdiction to withdraw the proceeding from the INdustrial Tribunal and to transfer the same to Labour Court. Sri S. C. Khare, learned counsel for the petitioner, contended that even though the State Government has power to transfer proceedings pending before a Labour Court of Tribunal and transfer the same to another Labour Court or Tribunal, it is under an obligation to record reasons for the withdrawal and transfer of proceedings. We find considerable force in the contention. A plain reading of the sections shows that the State Government is required to pass orders in writing and record reasons therein for withdrawal and transfer of proceedings pending before a Labour Court or Tribunal. Recording of reasons in the order itself is a condition precedent which must be fulfilled by the State Government in exercising its power of withdrawal and transfer of proceedings pending before a Labour Court or Tribunal. 5. SECTION 33 B of the Industrial Disputes Act, 1947 (Central), confers power on the appropriate Government to withdraw any proceedings pending before a Labour Court Industrial Tribunal or National Tribunal ana to transfer the same to another Labour Court or Tribunal as the case may be. The order of withdrawal and transfer of the proceedings is required to be in writing for reasons to be stated therein. SECTION 33 B is pari materia with S 6G of the Uttar Pradesh Industrial Disputes Act, 1947. In Associated Electrical Industries v. Its workmen [A.I.R. 1967 S.C. 284], the Supreme Court declared the transfer of proceedings (under S. 33B of the Central Act), illegal on the ground of absence of reasons. Gajendragadkar, J., speaking for the Court, observed (at page 285): "All that the order purports to say is that it is expedient to withdraw the reference from one Tribunal and transfer it to another. Gajendragadkar, J., speaking for the Court, observed (at page 285): "All that the order purports to say is that it is expedient to withdraw the reference from one Tribunal and transfer it to another. In our opinion, the said bare statement in the impugned order by which the proceedings are withdrawn from one Tribunal and transferred to another does not amount to a statement of reasons as required by S. 33B (1). It is quite clear that the requirement about the statement of the reason must be complied with both in substance and in letter. But to say that it is expedient to withdraw a case from one Tribunal and transfer it to another repeatedly on three occasions in respect of the same proceedings is not to give any reasons as required by the section." In the instant case, the Slate Government's notification, dated 9 October 1973, stated that as the union of the workmen had made application in writing expressing their financial difficulty in contesting the proceedings at Kanpur, it was necessary to amend the notification, dated 10 August 1973, referring the dispute to Industrial Tribunal, Kanpur, the Government in exercise of its powers under S. 6 G of the Act is pleased to withdraw the dispute referred to the Industrial Tribunal Under Government order, dated 10 August 1973, and a separate order shall be issued in respect of the dispute. On 10 October 1973, the State Government issued another order referring the dispute for adjudication to Labour Court at Meerut. Though the State Government passed two different orders, but both the orders sought to achieve the same purpose, namely, transfer of proceedings pending before the Industrial Tribunal, kanpur, to the Labour Court, Meerut. The two orders in substance amount to one order of transfer of the proceedings, 6. IN Shree Sitaram Sugar Company case [1973-11 L.L,N. 193] (vide supra), the Supreme Court had negatived a contention that S. 6G conferred two distinct and separate powers, namely, to withdraw any proceedings or transfer the proceedings from one Labour Court to another. The Supreme Court clearly laid down that the power conferred under S. 6G is for the purpose of transferring a proceeding and for that purpose the State Government was entitled to withdraw any proceeding from one Labour Court or Tribunal. The Supreme Court clearly laid down that the power conferred under S. 6G is for the purpose of transferring a proceeding and for that purpose the State Government was entitled to withdraw any proceeding from one Labour Court or Tribunal. Withdrawal of a proceeding pending before a Labour Court or Tribunal can be done only for the purpose of transferring it to another Labour Court or Tribunal. The State Government has no jurisdiction to withdraw proceedings before the Labour Court or INdustrial Tribunal for any other purpose. In this background, we have to examine the order of withdrawal and transfer to ascertain as to whether any reasons have been recorded in the order. A mere perusal of the two Government orders, dated 9 and 10 October 1973, would show that no reasons have been recorded by the State Government In the order itself. Learned counsel for the respondent-workmen submitted that the order, dated 9 October 1973, contains reasons inasmuch as the order refers to the union's representation relating to financial difficulty. We consider it necessary to reproduce English version of the material portion of the order , "As the union has demanded in writing the transfer of the dispute for reasons of financial difficulty, it is necessary that the industrial dispute mentioned in the aforesaid Government order be amended." The order in substance, states that as the union of the workmen has demanded transfer of proceedings on account of financial difficulty, the Governor is pleased to withdraw and transfer the proceedings from Industrial Tribunal to Labour Court. The order does not contain any reasons, instead it contains conclusions of the State Government. There is basic difference between the conclusions and reasons. The reasons indicate the process of mind through which a person or authority comes to the conclusion, while conclusions are the result of the reasonings. In Union of India and others v. Mohan Lal Capoor and others [1974-I L.L.N. 74], the Supreme Court drew distinction between reasons and conclusions. The impugned Government order does not even prima facie state that the State Government was satisfied that the union of workmen was facing any financial difficulty and no reasons for that satisfaction have been recorded in the order. 7. The impugned Government order does not even prima facie state that the State Government was satisfied that the union of workmen was facing any financial difficulty and no reasons for that satisfaction have been recorded in the order. 7. LEARNED counsel for the respondent-workmen placed reliance on the averments contained in the counter-affidavit filed on behalf of the State Government wherein it has been asserted that the order of reference was withdrawn on the request of the union and in order to refer the dispute to the Labour Court, Meerut, which was nearer to Ghaziabad so that the union may not be put to financial hardship in continuing the proceedings. No doubt, in the counter-affidavit reasons have been given but those reasons cannot validate the impugned order of withdrawal and transfer as S. 6G contains a mandatary provision that reasons must be recorded in the order itself. In Shree Shew Shaki Oil Mills v. Second Industrial Tribunal [A.I.R. 1952 Cal. 690] and A.I.R. 1961 Cal. 227, P.B. Mukerji, J., held that an order of transfer under S. 33B cannot be sustained because it did not comply with the statutory conditions of giving reasons. The learned Judge held that the validity of the order depended on the statement of reasons given in the order itself which gives jurisdiction to make the order. A matter affecting jurisdiction cannot be treated as directory, instead it was mandatory. Since the statute requires the State Government to record rea*ons in the order itself any reasons disclosed in the counter-affidavit cannot validate the order. In Blue Star Engineering Company, Ltd. v. Governor, Delhi Administration [1971 L. and I.C. 526, Rangarajan, J., took a similar view and held an order of transfer illegal which stated that on the application of the workers' union, the proceedings were transferred in the interest of justice. The learned Judge held that the reasons contained in the order were no reasons at all to fulfil the mandatory requirement of S 33B of the Central Act. We are in respectful agreement with the statement of law on this question as stated in the aforesaid decisions. Since the impugned order of withdrawal and transfer does not contain any reasons, the order must be held to be invalid. The State Government had no jurisdiction to transfer he proceedings in the absence of the reasons contained in the order itself. 8. Since the impugned order of withdrawal and transfer does not contain any reasons, the order must be held to be invalid. The State Government had no jurisdiction to transfer he proceedings in the absence of the reasons contained in the order itself. 8. LEARNED counsel then urged that the order of withdrawal and reference was made in violation of the principles of natural justice inasmuch as the employers were not given any opportunity of hearing by the State Government before the issue of the said order. In support of this contention, reliance is placed on the decision of the Punjab High Court in Workmen of Punjab Worsted Spinning Mills v. State of Punjab [1965-11 L.L.J 218] and also on the decision of Rangarajan, J., in Blue Star Engineering Company case [1971 L. and I.C. 526] (vide supra). No doubt in these cases it was observed that in certain circumstances the power of transfer of proceedings pending before the Labour Court or Industrial Tribunal to another Tribunal was quasi-judicial and the order of transfer could not be issued unless the parties concerned were given opportunity. We do not agree with this absolute proposition of law. The question of giving opportunity before transferring proceedings to another Labour Court or Tribunal always depends upon facts of each case. If the necessity for transfer of proceedings has arisen on account of abolition of any Labour Court or Tribunal or any other similar administrative exigency there will be no question of giving opportunity to the parties before the transfer of proceedings, but if the proceedings are transferred after the trial has commenced, on account of any allegation of bias or prejudice against the Presiding Officer, the principles of natural justice would be attracted and it would be necessary to give opportunity to the parties before the order of transfer is made. In the instant case, only a date for appearance had been fixed by the Industrial Tribunal prior to the transfer of those proceedings. The parties had not filed their written statement nor any evidence had been adduced. No allegation of prejudice or bias had been made against the Presiding Officer. In the circumstances the employers were not entitled to any opportunity before the State Government prior to the issue of the order of transfer. The order of transfer cannot be assailed on this ground. No allegation of prejudice or bias had been made against the Presiding Officer. In the circumstances the employers were not entitled to any opportunity before the State Government prior to the issue of the order of transfer. The order of transfer cannot be assailed on this ground. In view of the above discussion, we hold that the impugned orders of withdrawal and transfer of proceedings pending before the Industrial Tribunal, Kanpur, to Labour Court at Meerut, are, illegal and invalid in the Absence of reasons. We, therefore, allow the petition and quash the impugned orders, dated 9 and 10 October 1973. It would be open to the State Government to exercise its power under S. 6G of the Uttar Pradesh Industrial Disputes Act, if it considers it necessary in accordance with law. Parties shall bear their own costs.