P. B. MAJMUDAR, J. ( 1 ) SINCE the point involved in this group of Special Civil Applications is common and since all these petitions are filed against the common Award passed by the Labour Court, Vadodara, all these petitions, filed under Article 226/227 of the Constitution of India, are decided by this common judgment. ( 2 ) THE point which is involved in these petitions is in connection with the status of the employees, who have been transferred from one Undertaking / Company to another Company, by an Agreement, and, ultimately, the effect of cancellation of such agreement. The concerned workmen were, initially, appointed by Apar Private Limited, a Private Limited Company, incorporated under the provisions of the Companies Act, 1956. At the relevant time, they were discharging their duties in the Welding Electrodes Division of the said Company. In the year 1987, an Agreement was entered into between the said Apar Private Limited and one Lotherme Electrodes (India) Private Limited, by which an Agreement to Sell was entered into between the transferor and transferee in connection with the land and buildings belonging to Apar Private Limited to Lotherme Electrodes (India) Private Limited. Since at the relevant time, the present set of employees were working at the Welding Electrodes Division of the transferor Company, i. e. Apar Private Limited, it was agreed between the transferor and the transferee that such employees are to be continued in the employment of the transferee company and for that purpose, the transferee Company agreed to give them the benefit of past service, etc. , which they were entitled to in the transferor company. So far as the Agreement to Sell, dated 18th July, 1987, is concerned, the same is produced at Annexure a to the petition. The Agreement is described as "agreement for Sale-cum-Lease of the Land and Buildings at Baroda". At the relevant time, 134 employees, who were serving in the Welding Electrodes Division of Apar Private Limited, were transferred to the Transferee Company. In the original agreement, a clause was incorporated, being Clause 9 in connection with the aforeaid 134 employees. At present, I am not going into the details about the said Clause 9. The same shall be dealt with later on. In the original agreement, a clause was incorporated, being Clause 9 in connection with the aforeaid 134 employees. At present, I am not going into the details about the said Clause 9. The same shall be dealt with later on. However, it is not in dispute that, by virtue of the aforesaid agreement, the aforesaid 134 employees were transferred at the disposal of Lotherme Electrodes (India) Private Limited and they were continued as such. However, difficulty arose subsequently in the year 1989, when the aforesaid Agreement of 1987 was cancelled by a separate agreement, and, at that time, the transferee Company offered Voluntary Retirement Scheme to the aforesaid employees. At that time, out of the aforesaid 134 employees, except 42 employees, with which we are concerned, rest opted for such V. R. S. offered by the Transferee Company, being Lotherme Electrodes (India) Private Limited. But, so far as the present set of employees, on whose behalf the Industrial Dispute was raised, is concerned, they did not accept the said benefit. Thereafter, on 13. 1. 1990, the transferee Company gave closure notice of three months, offering retrenchment compensation, and, ultimately, closed the said unit (the unit which was transferred to it) on 20th April, 1990. Subsequently, these 42 workmen also filed Recovery Applications against the transferee company, i. e. Lotherme Electrodes (India) Private Limited, invoking the provisions of Section 33c (2) of the Industrial Disputes Act, and it seems that the State also initiated prosecution against the transferee company against alleged illegal closure. It is pointed out to this Court that during the pendency of the recovery application, Apar Private Limited was also joined in the said recovery proceedings. It has been pointed out by the learned Advocates for both the sides that the said recovery proceedings are still pending. Subsequently, the workmen raised an industrial dispute against the transferor Company, who, according to the workmen, is the real employer in view of the cancellation of the said agreement and the Assistant Labour Commissioner, Vadodara, by his order dated 17th June, 1996, referred the said dispute to the Labour Court No. 2, Vadodara. The dispute, which was referred, is in connection with the prayer of the workmen to the effect that they are required to be reinstated with back wages. Along with the terms of reference, a Schedule, incorporating the names of workmen, was also forwarded. The dispute, which was referred, is in connection with the prayer of the workmen to the effect that they are required to be reinstated with back wages. Along with the terms of reference, a Schedule, incorporating the names of workmen, was also forwarded. The dispute was accordingly referred to the Labour Court, Vadodara, and it was subsequently numbered as Reference (LCV) No. 603 of 1996 to 644 of 1996. The dispute which is referred is between Apar Private Limited and the concerned workmen. The name of the Company was described as "apar Private Limited", as it was pointed out that, initially, it was a Private Limited Company, which, ultimately, got the status of Public Limited Company and, therefore, it was described as "apar Industries Limited", instead of "apar Private Limited". ( 3 ) BEFORE the Labour Court, on behalf of the employees, following demand was raised :-THAT the workmen have been appointed on the post of Welder on the permanent post with effect from 7. 8. 1976 on the basis of payment of a particular amount of wages and that Electrodes Division was transferred to Lotherme Electrodes (India) Private Limited on lease basis with effect from 31. 8. 1987 for a period of 48 months and since Lotherme Electrodes (India) Private Limited has closed the said Unit within 36 months, the said transaction has not come into effect and, accordingly, the concerned employees are required to be treated as permanent employees of Apar Industries Limited and, therefore, they are required to be reinstated by Apar Industries Limited by paying benefits for the intervening period. The particulars about the recovery cases, etc. , are mentioned in the demand. Ultimately, it is prayed by the workmen that the company in question, i. e. Apar Industries Limited, be directed to reinstate the workmen and it is further prayed to direct the Company to re-start its Welding Electrodes Division, which is illegally closed by the Company and that the Company be directed to give back wages to the concerned workmen with effect from 5. 4. 1994. In their demand, they have also stated that the workmen be treated as the permanent employees of the Welding Electrodes Division of the Company and since they were permanent employees of the said Company, the present set of workmen is also required to be reinstated, with continuity of service. 4. 1994. In their demand, they have also stated that the workmen be treated as the permanent employees of the Welding Electrodes Division of the Company and since they were permanent employees of the said Company, the present set of workmen is also required to be reinstated, with continuity of service. ( 4 ) ON behalf of the Company, the demand on behalf of the workmen was resisted by filing reply, which is at page 167. On behalf of the Company, the demand was resisted on the ground that the Reference is not maintainable and that the Labour Court has no power to hear such reference. It is also averred in the reply that there is no relationship of employer and employee, i. e. between Apar Industries Limited, and the workmen, on whose behalf, the reference was made, and, therefore, the reference is required to be rejected. A contention was also taken in the reply that the transferee Company, i. e. Lotherme Electrodes (India) Private Limited, is a necessary party and in its absence, the Reference is not maintainable. Regarding the main issue, about the transfer of the Undertaking, it is averred in paragraph 5 of the reply that so far as the Welding Electrodes Division of the Company is concerned, the same is transferred to Lotherme Electrodes (India) Private Limited by way of an Agreement, which has been executed in the year 1987, and all the employees who are serving in the Welding Electrodes Division of the Company have been transferred to Lotherme Electrodes (India) Private Limited, with continuity of service and that the concerned Union also agreed to such arrangement and under the circumstances, the relationship of master and servant between the present respondents and the petitioner had come to an end. It is also further averred that since the transferee Company has accepted the liability of these workmen and the concerned workmen were getting salary also from Lotherme Electrodes (India) Private Limited, Apar Industries Limited, is, in no way, connected with the dispute in any manner and that since no reference is maintainable against it, its name may be deleted from the Reference. The claim of the workmen is also denied on various grounds in the reply. The claim of the workmen is also denied on various grounds in the reply. It was also averred in the reply that if Lotherme Electrodes (India) Private Limited has closed the Company, Apar Industries Limited cannot be held responsible for the same and that Apar Industries Limited has no relationship worth the name with Lotherme Electrodes (India) Private Limited in any manner and that, for their action, the present Company cannot be held liable in any manner. It is also averred that since the Welding Electrodes Division of the Company is not in existence, no order of reinstatement can be made in any manner. On these and such other averments in the reply, the reference of the workmen was resisted by the Company, i. e. Apar Industries Limited. ( 5 ) THE matter was heard by the Presiding Officer, (Special), Labour Court, Vadodara. The Labour Court, Vadodara, consolidated all the references, since individual references have been made, and disposed of all these references by a common order. The Labour Court framed various issues which are at page 208 in the compilation. One of the issues, which was framed in connection with the merits of the demand, is to the effect whether such reference is in accordance with law and whether the same is just and proper. The Court also framed specific issue whether there is any relationship of master and servant and whether the same has been established between the parties to the dispute. Issue was also framed to the effect whether the action of the First Party to the Reference, i. e. the Company, in not reinstating the concerned workmen from 5. 4. 1994, and by giving work to other junior employees of the concerned workmen, is justified. Other issues were also framed by the Labour Court in connection with the demand of the workmen as well as in view of the reply of the Company. The Labour Court thereafter recorded the evidence of the parties to the reference and, thereafter, after considering the oral and documentary evidence on record, partly allowed the reference instituted by the aforesaid 42 workmen. The Labour Court found that the reference is legally maintainable. The Labour Court also found that, in view of the cancellation Agreement dated 11. 9. 1989, the concerned workmen are entitled to be reinstated in service in view of the restoration of the original position. The Labour Court found that the reference is legally maintainable. The Labour Court also found that, in view of the cancellation Agreement dated 11. 9. 1989, the concerned workmen are entitled to be reinstated in service in view of the restoration of the original position. The Labour Court also granted 25% back wages to the concerned workmen with effect from 9. 4. 1994. The Labour Court also ordered that the Company should reinstate these workmen either in its Division / Unit, and / or subsidiary sister concern. The Labour Court also passed an order to the effect that out of 42 employees, those who have reached the age of superannuation as well as those workmen, who are not willing to be reinstated in any of the undertakings of the petitioner-Company, may be given the benefit of VRS, which is given by the Company to its workmen as per the scheme framed in the year 2000. The Labour Court has also granted injunction in connection with transferring or alienating the properties, viz. , Plant, Building, Machinery, etc. , of the Welding Electrodes Division of the Company, till these 42 workmen have been given their dues as well as reinstatement, as ordered in the judgment. The Labour Court also awarded costs, as quantified in paragraph 7 of the order. ( 6 ) BEING aggrieved by the aforesaid Award of the Labour Court dated 1. 12. 2001,the present petitioner has filed this group of petitions, comprising of 42 petitions. So far as the original Award is concerned, the same is passed in the reference filed against Apar Private Limited and these petitions have been filed in the name of Apar Industries Limited. On this ground, of course, a point was raised by the respondents to the effect that the petition is not filed by the same party, which was before the Labour Court. In this behalf, learned Advocate for the petitioner pointed out that in view of the change of constitution, now Messrs. Apar Industries Limited is managing the affairs and it is the same legal entity and, ultimately, therefore, whatever may be the order of the Labour Court, is required to be implemented by the petitioner, subject to the order of this Court and, therefore, the petitioner is the only party concerned with the controversy in question. ( 7 ) MR. V. B. Patel, learned Senior Counsel, along with Mr. ( 7 ) MR. V. B. Patel, learned Senior Counsel, along with Mr. D. G. Chauhan, argued the case of the petitioner-Company, and the Award of the Labour Court is attacked by Mr. V. B. Patel on various grounds. ( 8 ) MR. SINHA, who is appearing for the concerned workmen, on the other hand, has submitted that the Award in question is perfectly justified and that the Labour Court has considered all the facts and circumstances of the case and in the light of the provisions of the Industrial Disputes Act, the Labour Court has thought it fit to grant appropriate relief for rendering justice to the workmen, and, therefore, this Court may not interfere with the order of the Labour Court, as, ultimately, on the basis of appreciation of evidence, the impugned Award is passed by the Labour Court. ( 9 ) MR. V. B. Patel, learned Senior Counsel, appearing for the petitioner-Company, has attacked the award of the Labour Court on the following grounds :- (I) That the Reference in question is not maintainable against the petitioner-Company, as relationship of master and servant did not subsist between the petitioner and the respondent and, therefore, the Labour Court had no jurisdiction to proceed with the said reference; (II) That the Labour Court has gravely erred in not deciding the preliminary point whether the reference in question is maintainable against the petitioner-Company or not; instead, the Labour Court decided the entire matter and that is how the Labour Court has committed grave error of law and jurisdiction; (III) No order of reinstatement can be made against a closed company; (IV) Since the concerned workmen were not employees of the petitioner, there was no relationship of master and servant between them and that there is no jural relationship of employer and employee between the parties; (V) In view of the transfer agreement dated 18. 7. 7. 1987, the concerned workmen no longer remain in the employment of transferor as the transferee has undertaken liability of past services of the concerned workmen and, therefore, the reference against the transferor company was not maintainable; (VI) There was no industrial dispute capable of being referred for adjudication and that there is a delay of about six years in raising the industrial dispute; (VII) That the transferor-Company has complied with the provisions of Section 25ff of the Industrial Disputes Act and so far as the subsequent development of cancellation of the agreement to sell is concerned, it has no effect so far as the employees, who have been already transferred by such agreement are concerned and such cancellation may have only civil consequences between the parties in connection with the property, movable or immovable, as the case may be; (VIII) In any case, so far as the reliefs granted by the Labour Court are concerned, no such reliefs could have been granted against the petitioner in any manner and that the Court has no jurisdiction to direct reinstatement in any of the sister concerns of the petitioner-Company and no comparison could have been made between the contract labourers of the Company, along with the present set of employees, as the present set of employees stand on an entirely different footing; (IX) The transferee company having given the benefit of VRS to the transferred workmen, this set of workmen, who have not accepted the said benefit, has no right to raise an Industrial Dispute against the original transferor, i. e. the present petitioner-Company; (X) Even after the transfer, necessary industrial licences, provident fund account, etc. , were transferred in favour of the transferee company and even the closure notice was given by the transferee company, which shows that relationship of master and servant did not subsist or continue between the petitioner and the respondents after the said transfer; (XI) No reference can be made against an ex-employer for reinstatement; A n d (XII) The Labour Court has decided an entirely new case between the parties, which was never pleaded before it. Mr. V. B. Patel also submitted that, in any case, there can also be other mode of transfer of employees dehors Section 25-FF of the Act. On the aforesaid points, it is argued by Mr. Mr. V. B. Patel also submitted that, in any case, there can also be other mode of transfer of employees dehors Section 25-FF of the Act. On the aforesaid points, it is argued by Mr. V. B. Patel, learned Senior Counsel, that the Award in question is required to be quashed and set aside. ( 10 ) MR. SINHA, who is appearing for the respondent-workmen, in his turn, has submitted that in view of cancellation of the agreement to sell, the original position is required to be restored and that, in view of the cancellation of the agreement, the transferred employees are required to be treated as the employees of the transferor Company, as, execution of sale deed between the parties has not taken place and till registration of the sale deed takes place, the transferred employees should have been treated as workmen of the principal employer, i. e. the petitioner-Company. It is submitted by Mr. Sinha that necessary issues have already been framed and the reference is also validly made for adjudication. It is submitted that the Labour Court has considered whether the reference is maintainable or not or whether it is legal or not. It is also submitted that the so-called closure notice given by the transferee is of no consequence, because, till a valid title vests with the transferee, it has no right even to issue closure notice because the Unit never belonged to them legally and validly and simply because some employees, out of sheer need, accepted a meagre amount offered by the transferee company, is no ground for not considering the claim of the rest of the workmen, who have decided to raise appropriate demand as per law against the transferor company. It is also argued by Mr. Sinha that the application preferred by the workmen for recovery under Section 33c (2) against the transferee is also no ground for denying the benefit of reinstatement against the principal employer, because, the workmen are not required to know, in view of the nature of transactions which have taken place between the employer and employee, as to who is the real employer. He submitted that, in any case, subsequently, the petitioner-employer is also joined in the recovery proceedings. Mr. He submitted that, in any case, subsequently, the petitioner-employer is also joined in the recovery proceedings. Mr. Sinha, therefore, submitted that in view of the evidence on record, both oral and documentary, the order of the Labour Court is absolutely justified and the same is required to be upheld by this court in the present petitions. Mr. Sinha also relied upon Section 54 of the Transfer of Property Act to substantiate his contention that ale can be effected only by way of registered document and when no registration of the sale deed has taken place between the transferor and the transferee, the transferee cannot be said to have acquired legal title and that it cannot be said that any legal title has vested in the transferee. ( 11 ) MR. K. M. Patel, learned Advocate, who is appearing for the transferee company, i. e. Lotherme Electrodes (India) Private Limited, respondent No. 2, has supported the arguments of Mr. Sinha. Mr. K. M. Patel submitted that the transferee Company initially decided to purchase land and building of Electrodes Division of the Transferor Company with high hope that it will be able to manage the new assignment in a proper manner. He submitted that, however, the transferor company did not cooperate fully and, ultimately, it was impossible for the transferee company to fulfil its obligation by accepting the so-called transaction finally. Under the circumstances, both the transferor and the transferee mutually agreed to cancel the original Agreement to Sell of 1987 and in view of this cancellation, the entire liability of the employees are required to be restored to the principal employer, i. e. Apar Industries Limited. Mr. K. M. Patel further submitted that even at the time of transfer of Electrodes Division of the transferor company, only land and building were transferred and so far as the machinery is concerned, the said machinery was never transferred to the transferee company as they were transferred to some sister concern of the transferee company by a separate agreement. It is submitted by Mr. K. M. Patel that the concerned workmen were serving on a particular machinery belonging to the Electrodes Division of the Company and that the present petitioner-Company can take the same with it, for which it has no objection. Mr. It is submitted by Mr. K. M. Patel that the concerned workmen were serving on a particular machinery belonging to the Electrodes Division of the Company and that the present petitioner-Company can take the same with it, for which it has no objection. Mr. K. M. Patel, vehemently, submitted that in view of the cancellation of the agreement, now, it is the liability of the petitioner-employer to reinstate the concerned workmen and if the original unit, in which they were working, is not in existence, it is their duty to absorb them in any of their undertakings. Mr. Patel submitted that, in any way, the transferee company is not concerned with the dispute in question, as the same is between the transferor, i. e. , Apar Industries Limited and its workmen. As regards the contention of Mr. K. M. Patel that the machinery was never transferred to the transferee company and the same were transferred to the sister concern of the transferee company, it is required to be noted that, as such, it is not in dispute that the machinery has never been transferred to the transferee company and the same was transferred to the sister concern of the transferee company. ( 12 ) I have heard all the learned Advocates in great detail and I have also gone through the voluminous record, both documentary and oral. I have also gone through the very lengthy judgment recorded by the Labour Court. ( 13 ) THE main questions, which are required to be decided in the present group of petitions, are whether the employees who have been transferred by way of an agreement, to another concern, remains the employees of the transferor till the completion of such transfer by way of appropriate conveyance and so far as the agreement is concerned, what would be the effect of such employees, whether an order of reinstatement can be awarded by the Labour Court, whether the Labour Court could have validly and legally made the order in favour of the workmen and against the employer, who has agreed to sell the undertaking, which agreement is subsequently canceled and, ultimately, is not in existence. ( 14 ) SO far as the first contention of Mr. ( 14 ) SO far as the first contention of Mr. V. B. Patel about the competence of the reference is concerned, it is required to be noted that the demand of the workmen is that, originally, they were employed by Apar Private Limited and by virtue of the agreement in the year 1987, they were transferred. It is their specific case that in view of the cancellation of that agreement, which is in the nature of lease-cum-sale, they are required to be re-posted to their original position, as, by virtue of cancellation of agreement, the original position is required to be restored and that, for all practical purposes, they are the employees of the transferor company. There is a specific averment in this behalf and, ultimately, the Government has made a reference whether these employees are entitled to reinstatement against the petitioner-Company herein. Whether such relief is required to be granted or not is a different issue altogether, but, considering the nature of the dispute and the claim, in my view, it cannot be said that this is a reference against an ex-employer and, therefore, such reference is not competent. From the documentary and other evidence on record, it is required to be decided whether the petitioner-company has still retained its status as an employer so far as the concerned workmen are concerned and that is the main issue which is required to be decided in the present controversy. This is not a case in which there is an admitted fact by both the sides that the petitioner is the ex-employer, and, if that be so, naturally, reference against the petitioner is not competent. However, the status of the petitioner-Company is yet required to be decided in the present dispute. Simply because the petitioner may assert that, by virtue of the agreement to sell, the relationship between the workmen and the employer has come to an end, is itself not sufficient, as, in view of the cancellation of the agreement, the status of the employees is required to be found out and for that, the Court has to examine evidence on record and such question is required to be decided in accordance with law. Under these circumstances, in my view, it cannot be said that the reference in question is not maintainable simply because by virtue of the agreement to sell, the concerned workmen have become their ex-employees. Under these circumstances, in my view, it cannot be said that the reference in question is not maintainable simply because by virtue of the agreement to sell, the concerned workmen have become their ex-employees. In fact, that is the main controversy which is referred for adjudication of the Labour Court. Ultimately, on appreciation of evidence, if the Court comes to the conclusion that by virtue of the so-called transfer or by subsequent event, the transferor no longer remains as the employer, the same may stand on a different footing, but, here, considering the controversy in question, in my view, it cannot be said that the respondents have no right to claim reinstatement against the present petitioner, as they are asserting their rights in view of the cancellation of the original agreement itself. Looking to the demand in question, it cannot be said that the reference is not competent. It is the assertion of the employees that the petitioner is the real employer for all practical purposes in view of the subsequent development which has taken place and the same is not in dispute, i. e. , cancellation of the first agreement. It is, therefore, not possible for me to accept this submission of Mr. V. B. Patel that the reference itself is not competent and that the Labour Court has no jurisdiction to proceed with the reference in any manner. I, therefore, negative the first contention raised by Mr. Patel. So far as the second point urged by Mr. V. B. Patel, which is in connection with non-framing of preliminary issue, is concerned, it is required to be noted that the Labour Court has framed various issues, which, according to Mr. Patel, has been framed only at the time of passing the order and not in advance. Framing of such issue cannot be treated to be a point for determination. It seems that, issues were not framed in advance and all these points have been considered only at the time of passing the final order. but, so far as point No. 1 or issue No. 1 is concerned, the same is in connection with the validity of reference, viz. , whether such reference is valid in law or not. On dealing with this issue, the Court has also considered the facts and circumstances of the case as well as various documentary evidence on record. Mr. but, so far as point No. 1 or issue No. 1 is concerned, the same is in connection with the validity of reference, viz. , whether such reference is valid in law or not. On dealing with this issue, the Court has also considered the facts and circumstances of the case as well as various documentary evidence on record. Mr. V. B. Patel, however, strenuously argued that even though a specific plea was taken by the so-called employer that the said issue is required to be decided as a preliminary issue, the Labour Court has committed a grave error in not deciding the same. When it relates to the jurisdiction of the Court, the Court should have decided the said issue as a preliminary issue. However, it is required to be noted that, now, when all these points have been decided along with the main reference, and when parties have led evidence on such issues, this point raised by Mr. V. B. Patel is of mere academic interest. It is not a case where at an interim stage, the employer has come to this Court, complaining that the Labour Court should be directed to decide the maintainability of the reference as a preliminary point; instead, both the sides led appropriate evidence and, ultimately, on the basis of the documentary evidence on record, the Labour Court has pronounced its Award. Mr. V. B. Patel, however, submitted, that the Labour Court had not framed issues at an earlier point of time and such issues are finding place only at the time of passing the final order. Even if that be so, in my view, since the parties have argued the matter on all the counts before the Labour Court and, ultimately, the Labour Court has delivered its judgment after considering the facts and circumstances of the case, and after considering the arguments of the parties, it cannot be said that any prejudice is caused to the present petitioners simply because the Court has not addressed itself on the preliminary point whether the reference in question is maintainable. In any case, when the Labour Court has, now, after considering the evidence on record, come to the conclusion that in view of the subsequent development the petitioner herein has continued to be the employer of the workmen, it cannot be said that the Labour Court has committed any error in deciding all the points in controversy together at the time of giving final judgment. It is required to be noted that while deciding the matter finally, the Court has considered all the points, including the point about maintainability of reference as well as the legality of such reference. ( 15 ) SO far as the contention of Mr. Patel that order of reinstatement could not have been passed against a closed company is concerned, point Nos. 3, 4 and 5 are required to be considered together in this behalf at this stage. It is not in dispute that the concerned workmen were originally appointed by Apar Private Limited (the undertaking which is now in control of the present petitioner ). The concerned workmen continued in the service of the said Company for a pretty long time, but because of some financial difficulty, as pointed out by the learned counsel for the petitioner at the time of hearing of this petition, its Electrodes Unit was decided to be sold to Lotherme (India) Private Limited, respondent No. 2. An agreement to that effect was executed in July, 1987. By the said Agreement, the Company decided to sell its land and building to the transferee company on various conditions. So far as the terms about the transfer of movable and immovable properties are concerned, we are not concerned much with the same in the present petition. However, Clause 9 of the said agreement is of some importance as the same has bearing with the concerned workmen, who were also transferred with transfer of the aforesaid Unit. Clause 9 of the aforesaid agreement reads as under :-"9. As aforesaid, the Vendors have in their employment 134 daily rated workmen and 43 monthly rated staff at the Baroda Unit and on account of the intended sale of the Baroda land and building and the sale of the plant and machinery as referred to aforesaid, to the sister concerns and the lease of D. G. Set and Power pack to the Purchasers, these workmen and staff would have to be employed by the purchasers. The Purchasers require the services of these workmen and staff, and, as contained in this Agreement they shall be bound to offer to these workmen, employment on the terms and conditions not in any manner detrimental or prejudicial than the existing terms and conditions of service or employment. In respect of these workmen and staff, it is expressly agreed and declared by and between the Vendors and the Purchasers as follows :- (a) that in the first instance the parties shall endeavour to transfer the employment of such workmen and staff to the Purchasers on the footing of continuity of service and in respect of which, the Vendors and the Purchasers and the duly authorised representatives of the workmen may negotiate for an agreement. The parties shall endeavour to take a decision in respect thereof prior to handing over of possession of the Baroda land and buildings as provided under this Agreement. In the event of the parties arriving at a satisfactory arrangement on this basis and the consent of the workmen and staff being obtained along with the necessary approvals required, then the Purchasers shall take over and accept the responsibility of payment of workmen and staff of their total dues, including any terminal benefits and compensation including gratuity liability since the date of their joining employment with the Vendors and the Purchasers shall fully indemnify the Vendors in that behalf. In any event, the liability of the prior period shall be exclusively that of the Purchasers. (b) That in the event of satisfactory arrangement in accordance with sub-clause (a) not being arrived at then the services / employment of such workmen and staff shall notionally be terminated on the date of handing over of possession by the Vendors to the Purchasers of the Baroda Land and Building and the liability if any in respect of the same, including the prior and the subsequent period shall exclusively be that of the Purchasers. " (Emphasis supplied) In the aforesaid clause, there is reference about the "intended sale" of the land and building and the sale of the plant and machinery. As per the said clause, it is clear that the purchaser required the services of these workmen and staff in view of the aforesaid purchase. " (Emphasis supplied) In the aforesaid clause, there is reference about the "intended sale" of the land and building and the sale of the plant and machinery. As per the said clause, it is clear that the purchaser required the services of these workmen and staff in view of the aforesaid purchase. By virtue of the said agreement, these employees were sent and transferred to the transferee company and they worked, as such, till the transferee company was forced to close down the aforesaid undertaking. As pointed out earlier, subsequently, in the year 1989, the entire agreement of 1987 is cancelled, though, it is, no doubt, true that after such cancellation, the concerned workmen were continued for the time being by the transferee company and during which period, they even offered VRS to them. It is also true that the employees also initiated recovery proceedings against the transferee company. Yet, in my view, the question which is required to be considered is whether the aforesaid steps taken by the employees can be pleaded as an estoppel against them from raising the present Industrial Dispute. The basic issue, as pointed out hereinabove, which is required to be decided here is the effect of the cancellation agreement. So far as the cancellation agreement is concerned, the said agreement provides as under :-"2. AS a consequence of the agreement of cancellation as agreed to and as recorded in clause 1 hereinabove, the party of the Other Part hereby delivers to the party of the One Part the vacant and peaceful possession of land being lying and situate at Baroda and described in Second Schedule to the said agreement dated 18th July, 1987 which is the same as the schedule hereunder written together with buildings and structures standing thereon (being the property agreed to be sold by the party of the One Part to the Party of the Other Part under the said agreement dated 18th July, 1987) and the party of the One Part accepts and acknowledges receipt of vacant and peaceful possession of the said property from the party of the Other Part. The party of the Other Part hereby agrees, records and declares that thereafter the party of the Other Part has no right, title, interest or claim of any nature whatsoever in respect of the said claim of any nature whatsoever in respect of the said land and buildings, the possession whereof has been handed over by the party of the Other Part to the party of the One Part as recorded herein and the Party of the One Part shall hold, possess and enjoy the said land and buildings as full and absolute owners thereof without any hindrance and or objection from the party of the Other Part. 3. The party of the Other Part hereby further declares and states that between 31st August, 1987 (being the date of possession of receipt of property by the party of the Other Part) and the date hereof, the party of the Other Part has not created any third party rights of any nature whatsoever in respect of the said property and the said land and building were exclusively in possession of the party of the Other Part and used by it for its manufacturing activities only. The party of the Other Part hereby agrees to indemnify and keep indemnified the party of the One Part against and in respect of any claims and / or demands that may be raised by third parties in respect of the said property as also against any loss, costs, damages, charges and expenses that may be incurred by the party of the One Part in respect thereof. 4. It is hereby recorded that the party of the Other Part has handed over to the party of the One Part, the original agreement dated 18th July, 1987 duly cancelled. "considering the aforesaid aspect, in my view, it cannot be said that the court has no power to examine whether the transfer in question has taken effect fully or that during its finalisation, ultimately, if it is cancelled, whether the employees have right to ask for reinstatement against the original employer. It cannot be said that by virtue of an Agreement to Sell, from that very moment, relationship between the employer and employee has come to an end. Under the circumstances, it is not possible to accept the say of the petitioner that the reference is not maintainable and that such reference is made against an ex-employer. It cannot be said that by virtue of an Agreement to Sell, from that very moment, relationship between the employer and employee has come to an end. Under the circumstances, it is not possible to accept the say of the petitioner that the reference is not maintainable and that such reference is made against an ex-employer. It cannot be said that no order of reinstatement can be passed against a closed company, because, as rightly pointed out by Mr. Sinha, since the transferee company did not have any valid title and since it has not become owner legally, naturally, it has no right to close the concerned undertaking and that right was available only with the transferor, with whom ownership legally still vested. At the cost of repetition, it is required to be stated that, even otherwise, the transferee had no right to close the undertaking because that undertaking never belonged to it and one cannot close something which does not belong to it. ( 16 ) NOW, at this stage, reference is required to be made to Section 25ff of the Industrial Disputes Act. Section 25ff of the Act provides as under :-"25-FF. Compensation to workmen in case of transfer of undertakings.-Where the ownership or management of an undertaking is transferred, whether by 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 25-F, as if the workman had been retrenched :provided that nothing in this section shall apply to a workman in any case where there has been a change of employers by reason of the transfer, if-- (a) the service of the workman has not been interrupted by such transfer; (b) the terms and conditions of service applicable to the workman after such transfer are not in any way less favourable to the workman than those applicable to him immediately before the transfer; and (c) the new employer is under the terms of such transfer or otherwise, legally liable to pay to the workman, in the event of his retrenchment, compensation on the basis that his service has been continuous and has not been interrupted by the transfer. " Before the Labour Court, arguments were advanced by both the sides in connection with Section 25ff of the Act and the Labour Court has also considered the question of effect of cancellation of the original agreement of 1987. Both the sides have relied upon the decision of the Apex Court in Workmen of Subong Tea Estate v. The Outgoing Management of Subong Tea Estate and another, AIR 1967 SC 423. In the said case, the Apex court considered the provisions of Section 25ff of the Industrial Disputes Act. In the aforesaid case, an industrial dispute was raised by the workmen of one Subong Tea Estate and the Management of Subong Tea Estate. The said Subong Tea Estate had transferred its estate to one Messrs. Gangaram Tarachand, which was also known as Hindusthan Tea Company. At the relevant time, i. e. at the time of retrenchment of 8 employees, on whose behalf the dispute was raised, the Subong Tea Estate had paid adequate retrenchment compensation. On behalf of the workmen, a dispute was raised at that time, contending that when the 8 workmen were retrenched, the Subong Tea Estate had no authority to pass the order of retrenchment. The Apex Court, after considering the rival contentions, has observed as under :-"20. HAVING considered the general provisions prescribed by the Act in regard to retrenchment, it is now necessary to look at s. 25ff. Section 25ff deals with cases where the ownership or management of an undertaking is transferred. Such a transfer may be effected either by agreement or by operation of law. The section provides that in all cases which do not fall under the proviso to the section, on a transfer of ownership or of management of an industrial undertaking, 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 s. 25f, as if the workman had been retrenched. In other words, cases of transfer not covered by the proviso to s. 25ff, attract the provisions of s. 25f and that proceeds on the basis that the transfer in question brings about retrenchment of the employees to which the section applies. It is on that basis that the employees of the transferred undertaking become entitled to compensation and notice. In other words, cases of transfer not covered by the proviso to s. 25ff, attract the provisions of s. 25f and that proceeds on the basis that the transfer in question brings about retrenchment of the employees to which the section applies. It is on that basis that the employees of the transferred undertaking become entitled to compensation and notice. The appellants contend that in the present case, transfer of management took place on the 17th February, 1959 when the Vendor delivered over to the Vendee possession and management of the tea estate; and the argument is that it is after the transfer of management thus took place that the retrenchment in question was effected. It is not a case where workmen were paid compensation on the eve of transfer; it is a case where workmen of the transferred undertaking continued to be employed by the Vendee after transfer of management of the undertaking took place and as such, the retrenchment in question must, in law, be deemed to have been effected by the Vendee and must satisfy the test prescribed by s. 25f and s. 25g of the Act. 21. Mr. Sastri for the Vendee, on the other hand, strenuously argues that on the date of retrenchment, the Vendee was not in law concerned either with the ownership or with the management of the undertaking. According to him, the delivery of possession on which the appellants base their case, cannot be said to amount to the transfer of the management of the undertaking under s. 25ff. He contends that s. 25ff deals with the transfer of the undertaking or the transfer of its management. The first relates to the transfer of the title and the second to the transfer of management as distinct from title. His case is that the transfer which is evidenced by the conveyance executed between the parties on the 28th December, 1959 clearly shows that it was subject to two conditions; it had to receive the sanction of the Reserve Bank and the Vendee had made it clear that the staff whom the Vendee regarded as surplus had to be retrenched by the Vendor before the Vendee could take over the undertaking as an owner. Since these two conditions can be treated as conditions precedent to the transfer, there can be no question of the transfer of the undertaking having taken place before the date of retrenchment. 22. Then as to the transfer of the management, Mr. Sastris argument is that the transfer of management to which s. 25ff refers cannot take in cases of delivery of possession of the kind that took place between the parties to the present appears. In the context, the transfer of ownership and transfer of management refer to the transfer of ownership on the one hand and transfer of management on the other, management and ownership being disintegrated from each other. If any undertaking is under the management of the Managing Agency and the rights of the Managing Agency are transferred, it would be possible to postulate that the transfer of the Managing Agency amounts to the transfer of the management of the undertaking under s. 25ff; where management is transferred as an incident of the transfer of ownership, it cannot be said that the incidental transfer of management evidenced by the delivery of possession is the kind of transfer of management which s. 25ff has in view. 23. Besides, Mr. Sastri urges that all that happened in the present case on the 17th February, 1959 was that the Vendee entered into possession, but continued to manage the estate as an Agent of the Vendor; until the two conditions precedent were satisfied, the Vendee could not have taken upon itself the task of managing the estate as an owner. If the sanction of the Reserve Bank had not been obtained, the whole transaction would have fallen through and that is an aspect of the matter which cannot be ignored in determining the effect of delivery of possession in the present case. That is why Mr. Sastri has supported the finding of the Tribunal that at the relevant date it was the Vendor who was the employer and as such, s. 25ff came into play because the retrenchment was effected in consequence of one of the terms of transfer by which the Vendee refused to take over the surplus staff. 24. There is no doubt some force in the contentions raised by Mr. Sastri, but in assessing the effect of these contentions, it will be necessary to bear in mind certain other facts which are of considerable significance. 24. There is no doubt some force in the contentions raised by Mr. Sastri, but in assessing the effect of these contentions, it will be necessary to bear in mind certain other facts which are of considerable significance. It is common ground that on the 15th July, 1959, the approval of the Reserve Bank was obtained, and so, there can be no doubt whatever that as from the 15th July, 1959, the essential condition precedent having been satisfied, the Vendee became the owner of the property. We have already noticed that the main stipulation in the conveyance was that whenever the conveyance may be actually registered, it was agreed to take effect from the Ist January, 1959. Even taking into account the fact that the approval of the Reserve Bank was a condition precedent, there can be no escape from the conclusion that after the approval was obtained, the operative clause in the conveyance came into play and the Vendee who had already obtained possession of the estate became the owner of the property and his possession became the possession of the owner. Therefore, whatever may be the character of the Vendees possession from the 17th February to the 15th July, 1959, as from the latter date it would be impossible to accept the Vendees case that it continued to manage the property as the Agent of the Vendor. That is one important point which cannot be ignored. "so far as the facts of the present case are concerned, here it is not in dispute that the vendor has never received full consideration, as agreed in the Agreement to Sell, and the entire amount has not been paid by the vendee, which resulted into taking the possession back of even land and building. Under these circumstances, it can safely be said that title or legal ownership has never vested in the transferee in any manner. If that be so, the transaction in question remained only at an "agreement stage" and if that be so, it cannot be said that simply because, by virtue of the aforesaid arrangement, if the employees were placed under the services of the transferee, they remained, as such, as employees of the transferee for all time to come. It would have been a different thing altogether if the said transaction was completed by execution of necessary conveyance or otherwise. It would have been a different thing altogether if the said transaction was completed by execution of necessary conveyance or otherwise. On the contrary, the facts of the case are otherwise, i. e. the transaction was admittedly cancelled by virtue of the second agreement. Under the circumstances, even if the workmen were under the impression that they have become employees of the transferee, it cannot change the position of law so far as vesting of title in the transferee is concerned. In my view, therefore, it cannot be said that this is a reference against an Ex-employer or against a closed undertaking and that the same is not maintainable. It would have been a different matter if the transaction in question was completed and thereafter, the transferee closed the undertaking. In such an eventuality, naturally, the workmen could not have initiated any proceedings against the present petitioner as the present petitioner could have safely been treated as an ex-employer. In the instant case, the entire transfer of the undertaking as well as the transfer of the employees had taken place in view of the agreement of 1987. If that agreement is retrospectively cancelled, naturally, the original position is required to be restored in toto. That would restore the status of the employees also with retrospective effect. It is not in dispute that the transfer of the said employees had taken place by virtue of the agreement of 1987, and not otherwise. In that view of the matter, it is difficult to accept the say of Mr. V. B. Patel that the transaction of Agreement to Sell land and building has nothing to do with the transfer of employees to the transferee undertaking, or that, so far as the cancellation of the agreement is concerned, that will have a connection with the civil liability between the parties. It is, therefore, difficult to accept the aforesaid contentions, as canvassed by Mr. Patel. In fact, the question about the Agreement for Sale-cum-Lease and the subsequent cancellation of the said Agreement is so interwoven that the cancellation of the Agreement cannot be taken into account in isolation. ( 17 ) MR. V. B. Patel, however, submitted that Section 25ff does not contemplate transfer of ownership, as, according to him, even if there is no transfer of ownership; yet, management of an undertaking can be transferred, and, in that eventuality, Section 25ff will apply. ( 17 ) MR. V. B. Patel, however, submitted that Section 25ff does not contemplate transfer of ownership, as, according to him, even if there is no transfer of ownership; yet, management of an undertaking can be transferred, and, in that eventuality, Section 25ff will apply. He submitted that, even in a given case, there can be transfer of employees dehors the aforesaid provisions of Section 25ff. In my view, even if it is believed that there can be transfer of employees from one undertaking to another with the consent of the employees dehors Section 25ff, the petitioner has never resisted the demand of the concerned workmen on the ground that it was a transfer dehors Section 25ff. The entire proceedings before the Labour Court have been undertaken on the basis of Section 25ff of the Act. Not only that, even the undertaking by the Management about continuing the past services of the employees is also in consonance with the proviso to Section 25ff of the Act. In that view of the matter, it is not possible to accept the aforesaid say of Mr. Patel that this is a case, wherein employees have been transferred dehors Section 25ff of the Act. IN the instant case, certain facts are not in dispute, and the same are as under :- (i) The workmen in question were originally appointed by the present petitioner-Company. They continued for a considerable period in the employment of the petitioner-Company. Subsequently, one of the Units of the Company had been transferred to the transferee Company, i. e. respondent No. 2, Lotherme Electrodes (India) Private Limited, with certain understanding. As per the agreement, the transferee was required to pay particular amount towards consideration. The transferee has not paid the full amount and, therefore, the entire transaction was cancelled; (ii) The concerned employees were transferred in view of the transfer of plant and building, as well as the transfer and sale of machinery. As per the agreement, the transferee was required to pay particular amount towards consideration. The transferee has not paid the full amount and, therefore, the entire transaction was cancelled; (ii) The concerned employees were transferred in view of the transfer of plant and building, as well as the transfer and sale of machinery. If the aforesaid assets were not to be transferred, there was no question of transferring these employees to the transferee company; (iii) In view of the cancellation agreement, in the year 1989, the transferor took back possession of the land and building, and no part of the assets which were transferred, remained with the transferee in view of the cancellation of the agreement; A n d (iv) The Agreement to Sell in question had never taken the final shape by execution of the sale deed. Considering the aforesaid factual aspect, which are not in dispute, in my view, the employees, who were transferred along with the land and building and other machinery of transferor Company, are entitled to continue to serve with their original employer and their intervening service with the transferee cannot be considered as employment with the transferee-company for all time to come. Before the Labour Court, parties have led evidence whether the workmen are entitled to get any relief against the transferor Company. In that connection, arguments were advanced, the Court has considered the arguments and, has, ultimately, given the Award. As pointed out earlier, if, ultimately, the transaction has taken its full effect by way of appropriate conveyance, naturally, the workmen had no right to ask for reinstatement against the transferor, because, no valid title remained with the transferor in view of such eventuality, but, so far as the facts of the present case are concerned, subsequently, the original foundation of transfer of undertaking itself vanishes in view of the cancellation of the original agreement. Even in a given case if a workman is able to prove that the so-called transfer agreement is sham or bogus and is executed only to deprive the workmen the benefits of the industrial law, the Court may even refuse to give effect to such an agreement, though, of course, in the instant case, it is nobodys case that the agreement was not genuine or bona fide. However, its cancellation later on, with retrospective effect, is very much relevant for deciding the dispute in question. However, its cancellation later on, with retrospective effect, is very much relevant for deciding the dispute in question. Considering the said facts of the case, the transferor company now cannot be permitted to say that it is not liable to take back the workmen by restoring the position prevailing before the execution of the agreement in question. If such contention is upheld, as canvassed by Mr. V. B. Patel, the purpose and provisions of Section 25ff would be made nugatory. While examining the case, the Court has to examine whether the agreement is bona fide or whether it has been given complete effect and for that purpose, evidence on record, documentary and oral, are required to be taken into account. Considering the aforesaid aspects of the matter, in my view, it cannot be said that the present workmen are the ex-employees of the petitioner and that no master and servant relationship continues between the present petitioner and the workmen or that the reference is not competent or that it is made against a closed company. ( 18 ) MR. V. B. Patel, however, strongly argued that the Labour Court has not formulated the points properly and has allowed to make out an altogether new case, which was not pleaded by the parties. It is submitted that the Labour Court has committed procedural error by not even framing appropriate issue or even the preliminary issue. In this connection, he has relied on the decision of the Apex Court in The Bharat Bank Ltd. v. The Employees of the Bharat Bank Ltd. , AIR 1950 SC 188 . The Apex Court has held that the Tribunal is deemed to be a civil court for certain purposes and that it has to follow certain procedure while deciding the industrial disputes. Mr. Patel has cited the aforesaid judgment in order to substantiate his say that the Labour Court has committed procedural irregularity in not deciding the question whether the reference is maintainable or not and that the Court should have decided it as a preliminary issue first before proceeding with the matter. However, as discussed in the earlier part of this judgment, once the Court has decided the entire matter, whether a particular issue was required to be decided first or not, is of no consequence. However, as discussed in the earlier part of this judgment, once the Court has decided the entire matter, whether a particular issue was required to be decided first or not, is of no consequence. In fact, the Labour Court, in view of the demand of the workmen, has decided the controversy about validity of the Reference and, ultimately, the Labour Court has come to the conclusion that the agreement in question was not bona fide or genuine. It cannot be said that the Labour Court has committed any procedural irregularity in any manner. It is equally not possible to believe that the Labour Court has made out a new case of its own. It is, no doubt, true that, at the time of making reference, there was no demand specifically by the employees on the point that in view of the cancellation of the agreement of 1987, they are required to be reinstated in service. However, it is required to be noted that, in any case, when the matter was heard by the Court and the parties have led evidence, attention of the parties was focussed to this particular point and ultimately, even arguments were advanced, and, considering the totality of the facts and circumstances of the case, the Labour Court has come to the conclusion that since the agreement is cancelled, the employees are entitled to be reinstated by the original employer. The original employer, i. e. Apar Limited, never became ex-employer in any manner and that status would have been available to it only when the transaction was completed and not otherwise. Till the matter was at an agreement stage, it cannot be said that the relationship between the employer and the employee came to an end and, in my view, therefore, the Labour Court is perfectly justified in coming to the conclusion that in between it has to infer that the employees, who were serving with the transferee-Company, were working on behalf of the original employer. Even otherwise, the Labour Court has all the powers to give appropriate relief, as deemed fit, looking to the facts and circumstances of the case. ( 19 ) AT this stage, further reference is also required to be made to the arguments of Mr. V. B. Patel that no reference can be made against a closed industry. Even otherwise, the Labour Court has all the powers to give appropriate relief, as deemed fit, looking to the facts and circumstances of the case. ( 19 ) AT this stage, further reference is also required to be made to the arguments of Mr. V. B. Patel that no reference can be made against a closed industry. For this, he has relied upon the decision of the Apex Court in P. S. Mills Limited v. P. S. Mills Mazdoor Union, AIR 1957 SC 95 . In the aforesaid judgment, while considering the question about "industrial dispute", as defined under the Act, the Apex Court has observed as under in paragraphs 6 and 7 :-" (6) xxx xxx xxx An "industrial dispute as defined in S. 2 (k) Industrial Disputes Act, 1947 (14 of 1947) - and by force of S. 2 that definition applies to the Act 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. " Now, the contention of the appellant is that it is a condition precedent to the exercise by the State of its power under S. 3 of the Act that there should be an industrial dispute, that there could be no industrial dispute according to this definition, unless there is a relationship of employer and employee; that in the present case, as the appellant sold its Mills, closed its business and discharged the workmen on 21. 3. 1951, paying to them in full whatever was due in accordance with the standing orders, there was thereafter no question of any relationship of employer and employees between them, that accordingly there was no industrial dispute at the date of notification on 16. 11. 1951 and it was therefore incompetent. Reliance was placed in support of this position on the observation in Indian Metal and Metallurgical Corporation v. Industrial Tribunal, Madras, AIR 1953 Mad 98 at p. 102 (A) that the definition of an "industrial dispute" presupposes the continued existence of the industry, and on the decision in K. M. Padmanabha Ayyar v. State of Madras 1954-1 Lab L. J. 469 (Mad) (B), that there could be no industrial dispute with regard to a business, which was not in existence. (7) It cannot be doubted that the entire scheme of the Act assumes that there is in existence an industry and then proceeds on to provide for various steps being taken, when a dispute arises in that industry. Thus, the provision of the Act relating to lock out, strike, lay off, retrenchment, conciliation and adjudication proceedings, the period during which the awards are to be in force have meaning only if they refer to an industry which is running and not one which is closed. "in the instant case, it cannot be said that the relationship between the employer and employee was not existing at the time when the dispute was raised nor can it be said that the petitioner-employer has closed its undertaking as required by the provisions of Section 72 and Section 25-O of the Industrial Disputes Act. It, therefore, cannot be said that this is a case where the reference is made against a closed undertaking / Company. At this stage, Mr. Sinha has relied upon Section 25-O (6) of the I. D. Act, which reads as under :-"25-O. Procedure for closing down an undertaking (6) Where no application for permission under sub-section (1) is made within the period specified therein, or where the permission for closure has been refused, the closure of the undertaking shall be deemed to be illegal from the date of closure and the workmen shall be entitled to all the benefits under any law for the time being in force as if the undertaking had not been closed down. "however, it may be true that reference is only qua 42 employees and not 100, but, it is not in dispute that so far as the petitioner-company is concerned, it has never declared any closure in any manner. However, the point which requires consideration is that when the status of present employees is to be considered as if they are the employees of the petitioner-Company and if the petitioner-Company has offered VRS to some and that benefit is not given to this set of employees, they are naturally entitled to all the reliefs available to them under the I. D. Act against the principal employer and it cannot be said that they are without any remedy worth the name. Even in a given case, the Court has power to grant compensation in lieu of reinstatement. ( 20 ) MR. Even in a given case, the Court has power to grant compensation in lieu of reinstatement. ( 20 ) MR. V. B. Patel then relied upon the decision of the Apex Court in workmen of the Indian Lea Tobacco Development Co. Ltd. v. The Management of Indian Leaf Tobacco Development Co. Ltd. , AIR 1970 SC 860 . The Apex Court has considered the question about the jurisdiction of the Tribunal in connection with the decision of the Company to close down some of its depots and the Apex Court has observed as under in paragraphs 4, 5, 6, 7 and 8 :-"4. THE decision given by the Tribunal in the interim award, holding that the reference covered by issue No. 1 was not competent, has been challenged by learned counsel for the appellants on the ground that the closure of a depot does not amount to closure of business in law and, since the same business was continued by the Company at at least 13 other depots, the closure of the 8th depots in question was unjustified. For the proposition that the closure of the depots did not amount to closure of business, learned counsel rolled on the views expressed by this Court in Pipraich Sugar Mills Ltd. v. Pipraich Sugar Mills Mazdoor Union, where the Court explained the reason for the decision given by the Labour Appellate Tribunal in the case of Employees of Messrs. India Reconstruction Corporation Limited, Calcutta v. Messrs. India Reconstruction Corporation Ltd. , Calcutta. It, however, appears to us that this question raised on behalf of the appellants is totally immaterial insofar as. the question of the jurisdiction of the Tribunal to decide the first part of issue No. 1 is concerned. The closure of the 8 depots by the Company, even if it is held not to amount to closure of business of the Company, cannot be interfered with by an Industrial Tribunal if, in fact, that closure was genuine and real. The closure may be treated as stoppage of part of the activity or business of the Company. Such stoppage of part of a business is an act of management which is entirely in the discretion of the Company carrying on the business. The closure may be treated as stoppage of part of the activity or business of the Company. Such stoppage of part of a business is an act of management which is entirely in the discretion of the Company carrying on the business. No Industrial Tribunal, even in a reference under s. 10 (1) (d) of the Industrial Disputes Act, can interfere with discretion exercised in such a matter and can have any power to direct a Company to continue a part of the business which the Company has decided to shut down. We cannot possibly accept the submission made on behalf of the appellants that a Tribunal under the Industrial Disputes Act has power to issue orders directing a Company to reopen a closed depot or branch, if the Company, in fact, closes it down. 5. An example may be taken of a case where a Bank with its headquarters in one place and a number of branches at different places decides to close down one of the branches at one of those places where it is functioning. We cannot see how, in such a case, if the employees of that particular branch raise an industrial dispute, the Bank can be directed by the Industrial Tribunal to continue to run that branch. It is for the Bank to decide whether the business of the branch should be continued or not, and no Bank can be compelled to continue a branch which it considers undesirable to do. 6. In these circumstances, it is clear that the demand contained in the first part of Issue No. 1 was beyond the powers and jurisdiction of the Industrial Tribunal and was incorrectly referred for adjudication to it by the State Government. 7. Of course, if a Company closes down a branch or a depot, the question can always arise as to the relief to which the workmen of that branch or depot are entitled and, if such a question arises and becomes the subject-matter of an industrial dispute, an Industrial Tribunal will be fully competent to adjudicate on it. It is unfortunate that, in this case, when dealing with the preliminary issue, the Tribunal expressed its decision in the interim award in general words holding that Issue No. 1 as a whole was beyond its jurisdiction. It is unfortunate that, in this case, when dealing with the preliminary issue, the Tribunal expressed its decision in the interim award in general words holding that Issue No. 1 as a whole was beyond its jurisdiction. If the reasoning in the interim award is taken into account, it is clear that the Tribunal on that reasoning only came to the conclusion that it was not competent to direct reopening of the 8 depots which had been closed, so that the Tribunal should have held that the first part of Issue No. 1 only was outside its jurisdiction. 8. So far as the second part of that issue is concerned, as we have said above, it was competent for the Tribunal to go into it and decide whether the claim of the workmen that they should not be retrenched was justified. On an examination of the interim award and the final award, we, however, find that the Tribunal in fact did do so. The case reported in Pipraich Sugar Mills Ltd. was also concerned only with the question as to the relief that can be granted to workmen when there is closure of a business. No question arose either before the Court, or in the cases considered by the Court, of an Industrial Tribunal making a direction to the employers to continue to run or to reopen a closed branch of the business. The Labour Appellate Tribunal in the case of Employees of Messrs India Reconstruction Corporation Ltd. , Calcutta was dealing with the question of retrenchment compensation as a result of the closure of one of the units of the company concerned, and it held that the workmen were entitled to retrenchment compensation in accordance with law. This Court, in the case of Pipraich Sugar Mills Ltd. , only explained why the Labour Appellate Tribunal was justified in granting retrenchment compensation in that case. The opinion expressed by the Court was that, though there is discharge of workmen both when there is retrenchment and closure of business, the compensation is to be awarded under the law not for discharge as such but for discharge on retrenchment and if, as is conceded, retrenchment means in ordinary parlance discharge of the surplus, it cannot include discharge on closure of business. It was in this context that the Court went on to add that in the case of Employees of M/s. India Reconstruction Corporation Ltd. , Calcutta what had happened was that one of the units of the Company had been closed which would be a case of retrenchment and not a case of closure of business. It may be noted that, at the time when this decision was given, section 25ff and section 25fff had not been introduced in the Industrial Disputes Act, and the only right to retrenchment compensation granted to the workmen was conferred by section 25f. It was in the light of the law then prevailing that the Court felt that the decision of the Labour Appellate Tribunal in the case of Employees of M/s. India Reconstruction Corporation Ltd. granting retrenchment compensation. could be justified on the ground that the services of the workmen had not been dispensed with as a result of closure of business, but as a result of retrenchment. That question does not arise in the case before us. Since then, as we have indicated above, s. 25ff and s. 25fff have been added in the Industrial Disputes Act, and the latter section specifically lays down what rights a workman has when an undertaking is closed down. In a case where a dispute may arise as to whether workmen discharged are entitled to compensation under s. 25f or s. 25fff it may become necessary to decide whether the closure, as a result of which the services have been dispensed with, amounts to a closure in law or not. In the case before us, it was admitted by learned counsel for both parties that the workmen, who have been discharged as a result of the closure of the 8 depots of the Company, have all been paid retrenchment compensation at the higher rate laid down in s. 25f, so that, in this case, it is not necessary to decide the point raised on behalf of the workmen. "relying upon this judgment, it is vehemently argued by Mr. Patel that the reference in question was beyond the powers and jurisdiction of the Labour Court. "relying upon this judgment, it is vehemently argued by Mr. Patel that the reference in question was beyond the powers and jurisdiction of the Labour Court. However, as discussed earlier, if, during the intervening period, when the respondents were allowed to serve with respondent No. 2, and it has closed its operation of business, then, naturally, the petitioner has to consider their claim either to absorb them in whatever other sister concern or to give them the same benefit, which was given to other set of employees, who were working on the said establishment. This set of employees cannot be given a different treatment, once it is established that they continued with the present petitioner in its employment and if that be held, they have to be given similar treatment given to other employees. .

APAR INDUSTRIES LTD. v. NATWARSINH NAHARSINH SINDHA