JUDGMENT In this application under Article 226 of the Constitution of India, Parry's (Cal.) Employees' Union and its Secretary feature as the petitioners. The Union is a Registered Trade Union under the Indian Trade Union Act, 1926. Tile instant application is directed against the impugned order being Order No. 47 dated 7th July, 1994 passed by the Learned Second Industrial Tribunal, West Bengal in Dispute case No. VIII-234/90 in terms of Government of West Bengal Labour Department Memo No. 1722-IR dated 24.9.90. The State Government made a reference to the Second Industrial Tribunal, West Bengal in connection with a dispute between Messrs. Parry & Co. Ltd., Dare House, Madras and their workmen represented by Parry's (Cal.) Employees' Union Durgacharan Mitra Street, Calcutta on the issues as stated below:- "Whether the closure with effect from 3.6.89 of the Calcutta Branch of Messrs. Parry & Co. Ltd. was a bona fide one or was a device or a pretence to determine the services of the workmen? To what relief, if any, are the aforesaid workmen entitled ?" When the Industrial reference was pending before the Learned Tribunal, the writ petitioners herein made an application before the said Tribunal for making E.I.D. Parry (India) Ltd. a party to the dispute on certain grounds. The grounds were that the employees of both the Companies were governed by the same terms and conditions of employment and were treated under the same Management, that there was unity in finance, that the appointing authority, transferring authority and medical examination of the employees of EID. Parry (India) Ltd. were controlled by Parry & Co. Ltd. etc. etc. The learned Tribunal gave an opportunity to show cause by proper notice upon EID. Parry (India) Ltd. why that Company should not be brought on record. After hearing both the sides at length the Learned Tribunal has been pleased to hold that there was no justification in allowing the prayer of the Union for adding EID Parry (India) Ltd. as party to the dispute. 2. Being aggrieved by and dissatisfied with the impugned order the writ petitioners have come before this Court on the grounds, inter alia, that the impugned order dated 7.7.94 is arbitrary, mala fide, that Messrs. 2. Being aggrieved by and dissatisfied with the impugned order the writ petitioners have come before this Court on the grounds, inter alia, that the impugned order dated 7.7.94 is arbitrary, mala fide, that Messrs. E.I.D. Parry (India) Ltd. is a necessary party for the purpose of proper and effective adjudication of the dispute involved in the proceeding before the Learned Tribunal and that the said order is perverse and patently illegal. 3. The writ application is hotly contested 4. The main contentions of Mr. Manik Das, Learned Advocate appearing on behalf of the writ petitioners is that the Learned Tribunal bas failed to exercise the jurisdiction vested in it by Jaw and in this connection he has drawn the attention of this court to the following passage in the body of the impugned judgment "at page 7 (internal page o the impugned judgment)" :- "At this stage one thing may be mentioned that under Section 11(3) of the I.D. Act, the Tribunal or National Tribunal have been vested with power of a Civil Court under C.P.C. in respect of matters covered. by (a) to (d) of that sub-section Nowhere here the Tribunal has been given power to add anybody as party which can be done by a Civil Court under Order 1 Rule 10 of the C.P.C. So under Section 11(3) there is no provision for adding a party by the Tribunal, Under Section 18(3) of the I.D. Act also there is no specific provision empowering the Tribunal to add any person or firm or Company as party to the dispute". 5. Mr. Das has further submitted relying upon the principles laid down in (1) Hochtief Gammon v. Industrial Tribunal, Bhubaneswar & Drs., AIR 1964 SC 1746 that what .the Tribunal can consider in addition to the disputes specified in the order of reference are only matters incidental to the said disputes and that naturally suggests certain obvious limitations on the implied power of the Tribunal to add parties to the reference before it, purporting to exercise its implied under Section 18(3) (b) of the I.D. Act. If it appears to the Tribunal that a party to the Industrial dispute named in the order of reference does not completely or adequately represent the interest either on the side of the employer, or on the side of the employee, it may direct that other persons should be joined who would be necessary to represent such interest If the employer named in a reference does not fully represent the interest of the employer as such, other persons who are interested in the undertaking of the employer may be joined. Similarly, if the Unions specified in the reference do not represent all the employees of the undertaking, it may be upon to the Tribunal to add such other unions as it may deem necessary. The test always must be is the addition of the party necessary to make the adjudication itself effective and enforceable? In other words, the test may well be, would be the non-joinder of the party make the proceedings ineffective and unenforceable? It is in the light of this test that the implied power of the Tribunal to add parties must be held to be limited. 6. Mr. Das has also referred to another decision of the Supreme Court reported in (2) General Labour Union (Red Flag) Bombay v. B. V. Chavan & Ors., 1985(1) LLJ page 82. That was a case which laid down what are the tests to be applied to determine closure or lockout. It is not understood why this decision ha' been referred to by Mr. Das as in the instant case at hand the expression used in the reference quoted above is "Closure" and the reference has not stated the Tribunal to decide the issue whether this is a case of closure or lockout. Therefore, we find that the principles laid down in General Labour Union (Red Flag). Bombay's case (supra) has got no bearing upon the point in issue ID our case. 7. Mr. Das has also referred to another decision of the. Punjab High Court reported in (3) Delhi Cloth & General Mills Ltd. v Kapra Mazdoor Ekta Union, Delhi & Anr, 1962 (II) LLJ 277 . In that case it has been held that the power to implead party to the adjudication proceedings does not fall under any of the four heads enumerated in Section 11(3) of the I.D. Act. Punjab High Court reported in (3) Delhi Cloth & General Mills Ltd. v Kapra Mazdoor Ekta Union, Delhi & Anr, 1962 (II) LLJ 277 . In that case it has been held that the power to implead party to the adjudication proceedings does not fall under any of the four heads enumerated in Section 11(3) of the I.D. Act. However, there is abundant authority that the provision of Section 18(3) of the Act vests an implied authority in the Industrial Tribunal to implead parties. 8. Dr. Tapas Banerjee, Learned Coui1sel appearing on behalf of the Company has submitted that there is no dispute over the proposition that the Learned Tribunal can implead a party under Section 18(3) of the I.D. Act for the purposes as stated in Hochtief Gammon's case (supra) referred to above What has been submitted is that the same reported decision has laid down that Industrial Tribunal is a Tribunal with limited powers and it cannot exercise its powers so as to enlarge materially the scope of reference itself, because basically the jurisdiction of the Tribunal to deal with an industrial dispute is derived solely from the order of reference made by the appropriate Government under Section 10(1) of the I.D. Act. What the Tribunal can consider in addition to the disputes specified in the order of reference are only matters incidental to the said disputes and that naturally suggests certain obvious limitations on the implied power of the Tribunal to add parties to the reference before it. 9 Dr. Banerjee has also drawn the attention of the court to Rule 20(D)(2) of the West Bengal industrial Disputes Rules, 1958 which reads as follows :- "(2) The Industrial Tribunal/Labour Court may at any stage of the proceedings, either upon or without the application of any party and on such terms as may appear to the Industrial Tribunal/Labour Court just, order that the name of any party who ought to have been joined in the reference or whose presence before the Industrial Tribunal/Labour Court may be necessary in order to enable the Industrial Tribunal/Labour Court effectually and completely to adjudicate upon and settle all questions involved in the dispute, be brought on the record :- Provided that no such party shall be brought on the record without being given an opportunity to show cause by proper notice why he should not be brought on the record. The notice to show cause shall be in Form D-3". 10. It appears from the above discussions that the only question which falls for decision in our case is whether in this case E.I D. Parry (India) Ltd. is a necessary party to the proceeding. In Hochtief Gammon's case (supra) it has been laid down that the power of the Tribunal to add a party to the proceedings pending before the Tribunal is implicit in Section 18(3)(b) of the I.D. Act, 1947. It has been further laid down that the result of the relevant provisions of Sections 18(3)(b), 11(3) and 10(1) of the I.D. Act is that if the industrial Tribunal while dealing with an industrial dispute, came to the conclusion that persons other than those mentioned as parties to the industrial disputes were necessary for a proper determination of the said dispute, it bad the power to summon them; and if such persons were summoned to appear in the proceedings the award that the Industrial Tribunal may ultimately pronounce would be binding on them. Since in cases where persons were added as parties to the industrial dispute were likely to raise the question as to whether the joinder of the parties was justified or not, Section 18(3)(b) required that the Tribunal should record its opinion as to whether these persons had been summoned without proper cause. It has been further been held that as to the extent of this power, to add, it is not open to the Tribunal to travel materially beyond the terms of reference for it is well settled that the terms of reference determine the scope of its power and jurisdiction from case to ca-e. Where certain points of dispute have been referred to the Industrial Tribunal for adjudication it may, while dealing with the said points deal with matters incidental then to and that means that if, while dealing with such incidental matters, the Tribunal feels that some persons who are not joined to the reference should be brought before it, it may be able to make an Older in that behalf under Section 18(b) of the Act. 11. In that case an industrial dispute in regard to payment of Bonus arose between the appellant, Hochtief Gammon and the respondents, its workmen, represented by the Raurkella Workers' Union. This dispute was referred for adjudication to the Industrial Tribunal, Orissa by the State Government. 11. In that case an industrial dispute in regard to payment of Bonus arose between the appellant, Hochtief Gammon and the respondents, its workmen, represented by the Raurkella Workers' Union. This dispute was referred for adjudication to the Industrial Tribunal, Orissa by the State Government. After the reference was received by the tribunal, it passed an order that notice of the reference should be issued upon the parties concerned. Purporting to give effect to this order, the Office of the Tribunal issued notices not only to the appellant and the respondents but also to the Deputy General Manager of Messrs. Hindustan Steel Ltd. This was done apparently because a copy of tile Notification of the Government of Orissa containing an order of reference had been served on the said Deputy General Manager After the notice issued by the Tribunal was received by the Deputy General Manager, he appeared before the Tribunal and urged that Hindustan Steel Ltd. was not concerned or interested in the dispute and should not be added as a party. Meanwhile, Hochtief Gammon made an application to the Tribunal and contended that the interest of Hindustan Steel Ltd. and the appellant company were common in the proceedings before the Tribunal and so Hindustan Steel Ltd should be joined as a party. Hochtief Gammon alleged that Messrs. Hindustan Steel Ltd was a necessary party because the material documents which may have to be proved in the proceedings were with the said concerned and the enquiry in question could not be completed without the said concern being joined as a party and had that it would decide the matter later. Meanwhile the Tribunal directed that Hindustan Steel Ltd. who had appeared in response to the notice issued should remain present during the hearing of the reference on the merits. Against - that order a writ petition was taken to the High Court. The High Court rejected the writ petition on the ground that it was pre nature. Against that order a Special Leave Petition was made to the apex court. 12. Mr. N. C. Chatterji. Learned Counsel for the Hochtief Gammon raised two points before the apex court. The first contention was that if it was ultimately found that the respondents claim for Bonus for the relevant year was well founded as a result of a contract between the appellant and Messrs. 12. Mr. N. C. Chatterji. Learned Counsel for the Hochtief Gammon raised two points before the apex court. The first contention was that if it was ultimately found that the respondents claim for Bonus for the relevant year was well founded as a result of a contract between the appellant and Messrs. Hindustan Steel Ltd., the liability to pay the said bonus would rest with the said concern and not with the appellant. Mr. Chatterji referred to the relevant clauses of the agreement between the appellant company, a firm constituted only for a single venture and Hindustan Steel Ltd. in support of his plea that the liability for the bonus would not be the appellant's but of Hindustan Steel Ltd. The/second contention raised by Mr. Chatterji was that Messrs. Hindustan Steel Ltd. was a necessary party because it was the said concern which was the employer of the respondents and not the appellant their Lordships of the apex court held that there was nothing to examine the merits of the first contention of Mr. Chatterji as it was not well founded at all That contention raised an entirely different dispute between the appellant and its alleged principal and such a dispute would be wholly foreign to the industrial Dispute which had been referred to the Tribunal for adjudication. In dealing with the second contention their Lordship held that it was necessary to bear in mind the fact that appellant does not dispute the respondent Union's case that the workmen were employed by the appellant. It would have been open to the State Government to ask the Tribunal to consider who was the employer of those workmen and in that case the terms of reference might have been suitably framed. Where the appropriate Government desires that the question as to why the employer is should be determined, it generally makes a reference in wide enough terms and includes as parties to the reference different persons who are alleged to be employers. Such a course had not been adopted in the said proceeding and so it would not be possible to hold that the question as to who was the employer between the appellant and Messrs. Hindustan Steel Ltd. is a question incidental to the Industrial dispute which has been referred to the Tribunal. That dispute was a substantial dispute between the appellant and Messrs. Hindustan Steel Ltd. is a question incidental to the Industrial dispute which has been referred to the Tribunal. That dispute was a substantial dispute between the appellant and Messrs. Hindustan Steel Ltd. and could not be recorded as incidental in any sense. 13. Let us now turn to the factual set-up of our case. It has been submitted by Mr. Das that Parry & Co. Ltd. Calcutta Branch was a subsidiary of Messrs. E.I.D. Parry (India) Ltd. of Madras. In support of his contention he has referred to several documents which have been annexed with the writ petition, namely, Annexure "D", Annexure "E" and the papers referred to in the body of the application for addition of party. But the Learned Advocate for the writ petitioners has tried to impress upon the court that though actually there were two separate legal entitles namely, Parry & Co. Ltd. and Messrs. E.I.D. Parry (India) Ltd. but actually that was one company and the staff members of Parry & Co. Ltd. were actually the staff members of Messrs. E.I.D. Parry (India) Ltd. Therefore, Messrs E.I.D. Parry (India) Ltd. is a necessary party in the adjudication before the Learned Tribunal. 14. Dr Banerjee, Learned Counsel has submitted that it bas been held in (4) Hungerford Investment Trust Ltd v. Turner Morison & Co. Ltd., 1972 (1) ILR (Cal. series) rage 286 at para 118), that a subsidiary company is a separate legal entity as against the holding company. So if the position is accepted that Messrs. Parry & Co. Ltd. was a subsidiary company of Messrs. E.I.D. Parry (India) Ltd. then also the separate legal existence of the two establishments is accepted. Moreover, the question whether the members of the Employees' Union were employees of Messrs. Parry & Co Ltd. or the employees of Messrs. E.I.D. Parry (India) Ltd., Madras is a question which cannot be gone into incidentally by the Learned Tribunal. The order of reference has not couched in such a language as to include that issue also within matter to be adjudicated. That is a material point which should be gone into, if at all, in a separate adjudication and not here. In view of the legal position as discussed' above, it is found that there is no merit in the writ application which accordingly fails and is dismissed. That is a material point which should be gone into, if at all, in a separate adjudication and not here. In view of the legal position as discussed' above, it is found that there is no merit in the writ application which accordingly fails and is dismissed. In the circumstances of the case, no order, is made as to costs.