Judgment :- (Writ Appeals filed under Clause 15 of Letters Patent against orders dated 3-2-1999 in W.P.No.11407, 11408 and 12539/93 respectively passed by learned Single Judge of this Court.) P. Sathasivam, J. The above Writ Appeals are directed against dismissal of common order of learned Single Judge dated 03-02-1999 made in Writ Petition Nos. 11407, 11408 and 12539 of 1993 respectively as devoid of any merit. 2. The Management of E.I.D. Parry (India) Limited, Pugalur, aggrieved by a Notification of the Government of Tamil Nadu in G.O (D) No. 318 dated 30-4-1993 referring the dispute between Deccan Sugar Mills, Pugalur and the Management of Nava Bharat Ferro Alloys Limited, E.I.D. Parry (India) Limited, Pugalur, has filed Writ Petition No. 11407 of 1993. Questioning the very same Government Order of reference, Management of Nava Bharat Ferro Alloys Limited, Madras has filed Writ Petition No. 12539 of 1993. The Management of E.I.D. Parry (India) Limited, Pugalur has also filed Writ Petition No. 11408 of 1993 seeking for a Writ of Prohibition, prohibiting the Industrial Tribunal, Madras from proceeding to adjudicate the dispute referred to it by the Government in G.O (D) No. 318 dated 30-04-1993. Since the challenge in all the three Writ Petitions is one and the same, the learned Single Judge by the aforesaid common order dated 03-02-1999, after accepting the stand taken by the Government as well as the workmen and after finding that there is no valid ground for interference with the order of reference made by the Government, dismissed all the Writ Petitions. Questioning the said common order, E.I.D. Parry has filed Writ Appeal Nos. 977 and 978 of 1999 and Navabharat Ferro Alloys Limited has filed Writ Appeal No. 979 of 1999. In view of the common issue raised, the Writ Appeals are disposed of by the following common order. 3. The Deccan Sugars Undertaking at Pugalur was transferred from Nava Bharat Ferro Alloys Limited to E.I.D. Parry (India) Limited. As a result of this transfer, nearly 651 workmen were rendered jobless. An Industrial Dispute raised in this regard culminated in an order of reference under Section 10 (1) (d) of the Industrial Disputes Act, 1947. This order of reference made by the Government in G.O (D) No. 318 dated 30-4-1993 was challenged by the transferor namely, Nava Bharat Ferro Alloys Limited as well as the transferee E.I.D. Parry Limited in Writ Petition Nos. This order of reference made by the Government in G.O (D) No. 318 dated 30-4-1993 was challenged by the transferor namely, Nava Bharat Ferro Alloys Limited as well as the transferee E.I.D. Parry Limited in Writ Petition Nos. 12539 of 1993 and 11407 of 1993 respectively. Apart from these two writ petitions, another Writ Petition, namely, Writ Petition No. 11408 of 2003 was filed by E.I.D. Parry (India) Limited seeking to issue a Writ of Prohibition restraining the Industrial Tribunal from proceeding with the Industrial Dispute under reference. As said earlier, all these Writ Petitions were dismissed by a common order dated 03-02-1999 upholding the order of reference made by the Government of Tamil Nadu. 4. Heard Mr. Rajiv Dhawan, learned Senior Counsel for appellant in Writ Appeal Nos. 977 and 978 of 99; Mr. T.R. Rajagopalan, learned Senior Counsel for appellant in Writ Appeal No. 979 of 99; Mr. A.L. Somayaji, learned Additional Advocate General for Government; Mr. R. Viduthalai, learned Senior Counsel for Trade Unions and Mr. M. Damodaran, learned counsel for 9th Respondent in all the Writ Appeals. 5(a). Mr. Rajiv Dhawan, learned senior counsel appearing for E.I.D. Parry (India) Limited, after taking us through the agreement dated 30-10-92 between E.I.D. Parry (India) Limited and Nava Bharath Ferro Alloys Limited, sale-deed dated 13-11-92, order of reference made in in G.O(D) No.318 Labour and Employment Department dated 30-4-1993 by the Government of Tamil Nadu, common order of the learned Single Judge dated 3-2-1999 and various provisions of the Industrial Disputes Act, has raised the following contentions: (i) The decision of the Government to refer or not to refer an Industrial Dispute is a statutory decision, and, therefore, the impugned order is subject to judicial review under Article 226 of the Constitution of India; (ii) When considering whether to make a reference the Government must take into account all relevant considerations and it is the duty of the Government to examine whether a prima facie case for such a reference exists; (iii) The reasons must exist for refusing to make or making a reference and where no reasons or grounds exist on the face of the order, the Government should file an affidavit or make the reasons known to the Court. In the absence of an affidavit or any other material the impugned order of reference is liable to be quashed. In the absence of an affidavit or any other material the impugned order of reference is liable to be quashed. (iv) In view of earlier decision of this Court in Workmen Of Deccan Sugars V. Nava Bharat Ferro Alloys Limited (1993 (II) LIN 173), a further reference on adjudication will not lie on the broad principles of res judicata. (v) Under Section 25-FF of the Act, the only claim that an employee has is against the transferor employer and not the transferee entity. Inasmuch as necessary compensation has been paid by the transferor company, the impugned order of reference is unnecessary; (vi) The validity of the transfer of the undertaking cannot be adjudicated by the Industrial Tribunal but only by a Civil Court. In any event, no dispute exists between the workmen and the E.I.D. Parry (India) Limited and no relief can be granted against the latter. (b) Mr. T.R. Rajagopalan, learned senior counsel for appellant-Nav Bharat Ferror Alloys Limited, reiterated the same submissions made by Mr. Rajiv Dhawan, except the last two contentions i.e., (v) and (vi). (c) Mr. A.L. Somayaji, learned Additional Advocate General appearing for the Government/1st respondent made his submission that inasmuch as the impugned order is an administrative function of the Government, and that the Government discharges while making a reference under section 10 (1) of the Act. According to him, satisfaction of the existence of an industrial dispute and expediency of making a reference for adjudication cannot form subject matter of judicial review. In other words, according to him, the opinion formed by the Government that an industrial dispute exists cannot form subject matter of judicial review. He further contended that the decision of the learned Single Judge in 1993 (2) LLN 173: 1993 1 LLJ 1211 (supra) cannot constitute res judicata. According to him, the questions with regard to terms of agreement, acceptance of compensation under protest, and non-making claims against E.I.D. Parry (India) Limited in the earlier writ petition are all questions to be agitated before the Industrial Tribunal and the same will not, in any way, affect the validity of the Order of Reference made by the Government in exercise of its powers under Section 10 (1) of the Act. (b) Mr. R. Viduthalai, learned senior counsel appearing for the Workers' Unions/respondents 4 to 10, reiterated the stand taken by the learned Additional Advocate General. (b) Mr. R. Viduthalai, learned senior counsel appearing for the Workers' Unions/respondents 4 to 10, reiterated the stand taken by the learned Additional Advocate General. In addition to that, his contention was that the order passed by learned Single Judge of this Court in the earlier writ petition, which was dismissed in limine without notice to the other workmen/Unions, will not amount to res judicata. According to him, the issues were different and parties were also different. On the other hand, the impugned order of reference seeks anadjudication on the legality or otherwise of the transfer of Deccan Sugars and the resultant non-employment of workman, which are conditions subsequent to the transfer of undertaking. It is his further contention that the earlier writ petition was filed by a section of workmen represented by one of the seven Unions operating in the establishment; hence the parties are not one and the same so as to attract the principle of res judicata under section 11 of the Code of Civil Procedure, 1908. He also pointed out that inasmuch as the exercise of power under Article 226 of the Constitution of India is an equitable jurisdiction, the plight of the workmen, who are living in penury for nearly 13 years has to be considered by this Court. 6. We have considered the relevant materials and rival contentions. 7. At the foremost, we shall consider the broad question, namely, whether the impugned decision taken by the Government for referring the issue to the Industrial Tribunal for adjudication is a statutory decision, as claimed by the Management or an administrative decision, as claimed by the Government and workmen? Chapter III of the Industrial Disputes Act, 1947 (hereinafter referred to as "the Act") speaks about reference of disputes to Boards, Courts or Tribunals. Section 10 enables the appropriate Government to refer the dispute to a Board for promoting a settlement or refer any matter relevant to the dispute to a Court for enquiry. The relevant provision is reproduced hereunder: “Section 10. Section 10 enables the appropriate Government to refer the dispute to a Board for promoting a settlement or refer any matter relevant to the dispute to a Court for enquiry. The relevant provision is reproduced hereunder: “Section 10. Reference of dispute to Boards, Courts or Tribunals.- (1) Where the appropriate Government is of opinion that any industrial dispute exists or is apprehended, it may at any time, by order in writing- (a) refer the dispute to a Board for promoting a settlement thereof; or (b) refer any matter appearing to be connected with or relevant to the dispute to a Court for enquiry; or (c)…… (d)….." 8. It will be useful to refer the order of Reference made in G.O.(D) No. 318 Labour and Employment Department dated 30-4-1993: “G.O.(D) No. 318-Labour and Employment Department Dated 30-4-1993 ORDER The following Notification will be published in the Tamil Nadu Government Gazette:- NOTIFICATION Whereas the Government are of opinion that an industrial dispute has arisen between the workmen of Deccan Sugar Mills, Pugalur and the Managements of Nava Bharat Ferro Alloys Limited, Madras and E.I.D.Parry (India) Limited, Pugalur in respect of matters mentioned in the Annexure to this order: And whereas in the opinion of the Governor of Tamil Nadu, it is necessary to refer the said dispute for adjudication; Now, therefore, in exercise of the powers conferred by section 10 (1) (d) of the Industrial Disputes Act, 1947 (Central Act XIV of 1947), the Governor of Tamil Nadu hereby directs that the said dispute be referred for adjudication to the Industrial Tribunal, Madras. Further, under section 10 (2A) of the Industrial Disputes Act, 1947 the Industrial Tribunal, Madras-104 is requested to submit its award to Government within three months from the date of the receipt of this order. (By Order of the Governor) R. Varadarajulu Secretary to Government. xxx xxx Annexure “Whether the transfer of the ownership of the Sugar Undertaking at Pugalur (Deccan Sugars) to the management of E.I.D. Parry (India) Limited by the management of Nava Bharat Ferror Alloys Limited with effect from 13.11.1992 and the resultant non-employment of the following workmen are justified and to what relief the workmen are entitled?” The Notification also listed-out non-employment of 651 workmen. The above Notification makes it clear that the Government has formed a opinion that an industrial dispute as defined in Section 2(k) of the Industrial Disputes Act exists between the workmen of Deccan Sugar Mills, Pugalur and the Management of Nava Bharat Ferroy Alloys Limited, Madras and E.I.D. Parry (India) Limited, Pugalur in respect of the matter mentioned in the Annexure. The Government was satisfied that it is expedient to refer the said dispute for adjudication as is evident from para 2 of the Notification. Mr. A.L. Somayaji, learned Additional Advocate General while, contending that it is an administrative function that the Government discharges while making a reference under Section 10 (1) of the Act, would submit that satisfaction of the existence of an industrial dispute and expediency of making a reference cannot form subject matter of judicial review. He also contended that adequacy or sufficiency of the materials for formation of such an opinion is outside the purview of the judicial review. In support of his contention, he heavily relied on a decision of the Supreme Court in State Of Madras V. C.P. Sarathy, Reported In 1953 (1) LIJ 174: AIR 1953 Sc 53 . The case before the Supreme Court arose from an order of the High Court, Madras quashing certain criminal proceedings instituted in the Court of Third Presidency Magistrate, Madras against first respondent-C.P. Sarathy, who was the Managing Director of a cinema company carrying on business in Madras under the name of “Prabhat Talkies”. On behalf of the appellant-State of Madras, the Advocate General, Madras urged that the question whether there existed an industrial dispute when the Government made the reference now under consideration was an issue of fact which the High Court ought not to have found in the negative at this preliminary stage before evidence was recorded by the trial Court. He further submitted, however, that, on the facts already appearing on the record, there could be no reasonable doubt that an industrial dispute did exist at the relevant time. The Constitutional Bench of the Supreme Court inclined to agree the above contention. The following conclusion in para 14 was pressed into service: “14. This is, however. He further submitted, however, that, on the facts already appearing on the record, there could be no reasonable doubt that an industrial dispute did exist at the relevant time. The Constitutional Bench of the Supreme Court inclined to agree the above contention. The following conclusion in para 14 was pressed into service: “14. This is, however. not to say that the Government will be justified in making a reference under Section 10 (1) without satisfying itself on the facts and circumstances brought to its notice that an industrial dispute exists or is apprehended in relation to an establishment or a definite group of establishments engaged in a particular industry. It is also desirable that the Government should, wherever possibiel, indicate the nature of the dispute in the order of reference. But, it must be remembered that in making a reference under Section 10 (1) the Government is doing an administrative act and the fact that it has to form an opinion as to the factual existence of an industrial dispute as a preliminary step to the discharge of its function does not make it any the less administrative in character. The Court cannot, therefore, canvass the order of reference closely to see if there was any material before the Government to support its conclusion, as it was a judicial or quasi-judicial determination. No doubt, it will be open to a party seeking to impugn the resulting award to show that what was referred by the Government was not an industrial dispute within the meaning of the Act, and that, therefore, the Tribunal had no jurisdiction to make the award. But, if the dispute was an industrial dispute as defined in the Act, its factual existence and the expediency of making a reference in the circumstances of a particular case are matters entirely for the Government to decide upon, and it will not be competent for the Court to hold the reference bad and quash the proceedings for want of jurisdiction merely because there was, in its opinion, no material before the Government on which it could have come to an affirmative conclusion on those matters…” 8. By drawing our attention to the factual existence of an industrial dispute because the Unions had written a letter to the Commissioner of Labour on 23-11-92, it was contended that the Government after satisfying that an industrial dispute existed and after forming an opinion, passed the order of reference for adjudication; hence the Court has no competency to hold the reference bad. It is also brought to our notice that the decision in C.P. Sarathy was followed in Shambu Nath Goyal V. Bank Of Baroda [ 1978 (1) Llj 484 ]; And In Avon Services V. Industrial Dispute [ 1979 (1) Llj 1 ]. 9. Mr. Rajiv Dhawan, learned senior counsel appearing for E.I.D. Parry, would contend that the decision fo the Government under Section 10 (1) of the Act is a statutory decision and, therefore, the same is subject to judicial review under Article 226 of the Constitution. In support of his claim, he relied on decisions in (I) Newspapers Ltd., V. State Industrial Tribunal, Reported In Air 1957 Sc 532 ; (Ii) Hochtief Gammon V. State Of Orissa, Reported In (1975) 2 Scc 649 ; (Iii) Shaw Wallace And Company Ltd., V. State Of Tamil Nadu, Reported In 1988 (1) Llj 177 ; And (Iv) Ongc Madras Port Contract Employees Union V Ongc, Reported In 2005 (2) Ctc 1 . The conclusion arrived at in the first decision, namely, AIR 1957 SC 532 is as follows: (para 38) “38. In spite of the fact that the making of a reference by the Government under the Industrial Disputes Act is the exercise of its administrative powers, that is not destructive of the rights of an aggrieved party to show that what was referred was not an ‘industrial dispute’ at all and therefore the jurisdiction of the Industrial Tribunal to make the award can be questioned, even though the factual existence of a dispute may not be subject to a party’s challenge. State Of Madras V. C.P. Sarathy 1953 Scr 334 At P.347: ( Air 1953 Sc 53 At P.57) (U).” 10. It was held in the next decision namely, (1975) 2 SCC 649 , that the power of the courts in relation to the orders of the appropriate Government in the matter of referring industrial disputes for adjudication is no longer in doubt. It was held in the next decision namely, (1975) 2 SCC 649 , that the power of the courts in relation to the orders of the appropriate Government in the matter of referring industrial disputes for adjudication is no longer in doubt. It was further held that a party could show that the refusal to refer a dispute is not bona fide or is based on a consideration of wholly irrelevant facts and circumstances a writ of mandamus would lie. It was also held that if the appropriate Government refuses to make a reference for irrelevant considerations, or on extraneous grounds, or acts mala fide a party would be entitled to move the High Court for a writ of mandamus. 11. A Division Bench of this Court in 1988 (1) LLJ 177 (supra), after analysis of the earlier decisions with reference to the power of the State Government to pass orders of reference under Section 10 of the Act, catalogued the following principles: (para 32) “32. On a final analysis, the following principles emerge:- (1) The Government would normally refer the dispute for adjudication; (2) The Government may refuse to make reference, if- (a) the claim is very stale; (b) the claim is opposed to the provisions of the Act; (c) the claim is inconsistent with any agreement between the parties; (d) the claim is patently frivolous; (e) the impact of the claim on the general relations between the employer and the employees in the region is likely to be adverse; (f) the person concerned is not a workman as defined by the Act; (3) The Government should not act on irrelevant and extraneous considerations; (4) The Government should act honestly and bona fide; (5) The Government should not embark on adjudication of the dispute; and (6) The Government should not refuse reference on the ground that domestic enquiry was fairly and properly held and punishment awarded was appropriate.” 12. In 2005 (2) CTC 1 (supra), a Division Bench of this Court, while considering similar issue, has observed thus: (paras 22, 27 and 48) “22. However, the law is now well settled that even an administrative order is subject to judicial review, though on much more limited grounds than a quasi-judicial order. In other words, the grounds for challenging an administrative order are much narrower than the grounds available for challenging a quasi-judicial order. However, the law is now well settled that even an administrative order is subject to judicial review, though on much more limited grounds than a quasi-judicial order. In other words, the grounds for challenging an administrative order are much narrower than the grounds available for challenging a quasi-judicial order. However, it cannot be said that an administrative order can never be challenged at all. ... 27. When even the decision of the President of India under a Constitutional provision is subject to judicial review (though on very limited grounds) there can be no doubt that the decision of the Central Government under Section 10 of the Industrial Disputes Act will also be subject to judicial review, though again on very limited grounds. Hence there is no total exclusion of judicial review against such a decision. One of the grounds given for judicial review in Satpal’s case ( 2000 (5) SCC 170 ) is non-application of mind before taking the decision or reliance on some extraneous considerations. (the Wednesbury Principle). ... 48. As observed in the decisions referred to above, even for taking an administrative decision the authority concerned must apply his mind to the relevant considerations and the relevant materials before it….” 13. On a careful analysis of the principles laid down in the above decisions coupled with the provisions contained in Section 10 (1) of the Act, it is emerged that an administrative order is subject to judicial review and it cannot be claimed that the decision under Section 10 (1) of the Act can never be challenged in the Court of law. However, as rightly observed in ONGC Madras Port Contract Employees Union’s case ( 2005 (2) CTC 1 ) the grounds for challenging an administrative order are much narrower than the grounds available for challenging a quasi-judicial order. It may be noted that even the decision of the President of India on a petition under Article 72 of the Constitution of India is open to judicial review, no doubt, on a very limited ground (Bikas Chatterjee V. Union Of India And Others ( 2004 (7) Scc 634 ) and the decision of the Governor is also subject to judicial review (Satpal V. State Of Haryana- 2000 (5) Scc 170 ) though on very limited grounds. As rightly stated in the earlier Division Bench decisions, there can be no doubt that the decision of the State Government under Section 10 of the Industrial Disputes Act will also be subject to judicial review though on a very limited grounds. In such circumstances, we are unable to accept the objection raised by the learned Additional Advocate General appearing for the Government/1st respondent and hold that there is no total exclusion of judicial review against a decision of the Government under Section 10 (1) of the Act. If there is material to show that the decision taken by the Government was on "non-application of mind" and based on some extraneous considerations, the Court could interfere with under Article 226 of the Constitution of India. While accepting the contention raised by Mr. Rajiv Dhawan, learned senior counsel, we hold that the decision of the Government under Section 10 (1) of the Act is subject to judicial scrutiny on very limited grounds. 14. Now we shall consider the merits of the Order of Reference made by the Government. It is the argument of Mr. Rajiv Dhawan, learned senior counsel for the appellant-E.I.D. Parry (India) Limited that while considering whether to make a reference the Government must take into account all relevant considerations and not to take into account irrelevant considerations, there must be adequate materials to show application of mind to all relevant factors. In other words, according to him, it is the duty of the Government to examine whether a prima facie case for such a reference exists. He also claims that reasons must exist for refusing to make or making a reference and where no reasons or grounds exists on the face of the order, the Government should file an affidavit or to make the reasons known to the Court. With respect to the above claim, let us consider the decisions relied on by him. 15. He also claims that reasons must exist for refusing to make or making a reference and where no reasons or grounds exists on the face of the order, the Government should file an affidavit or to make the reasons known to the Court. With respect to the above claim, let us consider the decisions relied on by him. 15. In Ram Avtar Sharma V. State Of Haryana, Reported In (1985) 3 Scc 189 , the Supreme Court, while considering the power of the Government conferred by Section 10, has observed that Section 10 requires the appropriate Government to be satisfied that an industrial dispute exists or is apprehended, and it permits them (Government) to determine prima facie whether an industrial dispute exists or the claim is frivolous or bogus or put forth for extraneous and irrelevant reasons, not for justice or industrial peace and harmony. It also observed that every administrative determination must be based on grounds relevant and germane to the exercise of power, and if it is not so then it is liable to be questioned in exercise of the power of judicial review. In such a situation it is necessary for the Court to examine the reasons given by the Government to ascertain whether the determination of the Government was so based. Where the Government purports to give reasons which tantamount to adjudication and refused to make a reference, the appropriate Government could be said to have acted on extraneous, irrelevant grounds or grounds not germane to the determination and a writ of mandamus would lie calling upon the Government to reconsider its decision. The Supreme Court, however, observed that the Court might not issue the writ of mandamus directing the Government to make a reference. 16. In Moolchand Kharati Ram Hospital K.Union V. Labour Commissioner And Others, Reported In (2002) 10 Scc 708 , the Supreme Court held that even if the Court proceeds on the basis that the nature of the order, making a reference, is administrative in character, it is certainly open to the High Court to examine whether relevant considerations in making the reference had been taken note of or not. 17. 17. While considering power of the Government under Sections 10 (1) and 12 (5) of the Act, it was held by the Supreme Court in Bombay Union Of Journalists V. State Of Bombay, REPORTED IN Air 1964 Sc 1617 , that the Government is not precluded from considering prima facie the merits of dispute. 18. While passing orders under Section 10 (1) of the Act, it is the duty of the Government to consider statutory provisions and whether dispute exists or not? In Nedungadi Bank Ltd., V., K.P. Madhavankutty (2000) 2 Scc 455 , it was submitted by the respondent that once a reference has been made under Section 10 of the Act, the Labour Court has to decide the same and that the High Court in its writ jurisdiction could not interfere in the proceedings of the Labour Court. Rejecting the said contention, the Supreme Court has held: (para 8) “8…..That is not a correct proposition to state. An administrative order which does not take into consideration statutory requirements or travels outside that is certainly subject to judicial review, limited though it might be. The High Court can exercise its powers under Article 226 of the Constitution to consider the question of the very jurisdiction of the Labour Court…” 19. The principles laid down in the above decisions make it clear that it is the bounden duty of the Government to take into account all relevant considerations, omit irrelevant considerations, apply their mind to all relevant factors, examine whether a prima facie case for such a reference exists. We have already extracted the order of reference. It is true that except stating that the Government has formed a opinion that an industrial dispute as defined in Section 2 (k) of the Act exists between the workmen of Deccan Sugar Mills Limited, Pugalur and the Management of Nava Bharath Ferro Alloys and E.I.D. Parry (India) Limited in respect of the matter mentioned in the Annexure, the State Government has not furnished other details. In this regard, Mr. Rajiv Dhawan, learned senior counsel for the appellant/E.I.D. Parry (India) Limited, vehemently contended that in the absence of reasons or prima facie case in the order of reference, the Government ought to have filed an affidavit mentioning the reasons/reason for reference. In this regard, Mr. Rajiv Dhawan, learned senior counsel for the appellant/E.I.D. Parry (India) Limited, vehemently contended that in the absence of reasons or prima facie case in the order of reference, the Government ought to have filed an affidavit mentioning the reasons/reason for reference. According to him, in the absence of such an affidavit by a responsible officer of the State, in the light of the decisions referred to above, it could be presumed that the Government made the reference on irrelevant considerations. We are unable to accept the above contention for the following reasons. It is true that the Government have not filed affidavit/counter affidavit before this Court highlighting their stand. We are equally conscious of the fact that the Government cannot improve their case by filing affidavit in addition to the reasons stated in the order of reference. Though at the time of argument, the original File pertaining to the impugned order of reference has not been placed before us, immediately after reserving orders i.e., on 12-12-2005, we requested Mr. A.L. Somayaji, learned Additional Advocate General, to place the G.O File. Pursuant to that, he placed on 13-12-2005 itself, the original File pertaining to G.O(D) No. 318 Labour and Employment Department dated 30-4-1993. We perused the entire File, which contains all relevant materials such as Call attention Motion in the Assembly with regard to agitation by the workers of Deccan Sugars Factory at Pugalur, the report of the Labour Commissioner dated 13-4-1993 addressed to the Secretary to the Government, Labour and Employment Department, Chennai-9 regarding the termination of the workers, another report of the Commissioner of Labour dated 17-3-03, statement of the Honourable Labour Minister before the Assembly relating to the same issue, report of the Assistant Commissioner of Labour (Conciliation), Tiruchirapalli dated 11-4-1993 to the Commissioner of Labour, letter of the Commissioner of Labour, Madras-6 dated 12-4-1993 to the Secretary to the Government, Labour and Employment Department which speak about the agitation by their workers through their Union, demonstration in front of the main Office, indulging in stone-pelting, using Acid Bombs, Gaseline Bombs, Country Bombs etc., which led to police lathi-charge and firing warning shots, damage to the Transport Corporation buses due to pelting of stones. Though the impugned reference did not mention all the events specifically, as rightly pointed out by the learned Additional Advocate General, necessary and relevant materials are available which are sufficient for the Government to make an order of reference. It is true that the Division Bench in 2005 (II) CTC 1 (supra), has observed in para 47 that it was incumbent upon the Government to have recorded a prima facie finding whether the workmen concerned were employees of the writ petitioner or only employees of the contractor, and whether the claim of the workmen concerned had already been settled. In other words, according to the learned senior counsel for the appellants, the order of reference must contain prima facie finding by the Government relating to existence of an industrial dispute. We have already extracted Section 10 (1) of the Act which enables the appropriate Government that if any “industrial dispute exists” or apprehended and on satisfaction, to refer any matter in connection with the industrial dispute to a Court at any time. It will be useful to refer that in Sultan Singh’s case ( 1996 (2) SCC 66 ) the Honourable Supreme Court has held that Sub-Section (5) of Section 12 of the Act does not enjoin the appropriate Government to record reasons for making reference under Section 10 (1). It enjoins to record reasons only when it refuses to make a reference-vide para 4). The Division Bench in 2005 (2) CTC 1 (supra), after quoting the observation in Sultan Singh’s case (supra) has concluded: (para 21) “21. We agree with the learned counsel for the appellant that no opportunity of hearing need be given to the employer nor reasons recorded in the reference order even if earlier reference had been refused, and no fresh material is required for making a reference as held in Avon Service case (1979 (I) LLJ…para 11).” In such a circumstance, the contention of Mr. Rajiv Dhawan, learned senior counsel, on this aspect has no legs to stand and that the same is liable to be rejected. As said earlier, even in the absence of affidavit conveying their stand, the File produced by the learned Additional Advocate General revealed that the Government had sufficient materials before taking a decision under Section 10 (1) of the Act. As said earlier, even in the absence of affidavit conveying their stand, the File produced by the learned Additional Advocate General revealed that the Government had sufficient materials before taking a decision under Section 10 (1) of the Act. We are also satisfied that the Government has formed a opinion that an industrial dispute as defined under section 2 (k) of the Act between the workmen of Deccan Sugar Mills Limited and Nava Bharat Ferro Alloys Ltd., as well as E.I.D. Parry (India) Limited, Pugalur in respect of the matter mentioned in the Annexure existed. Further, as rightly pointed out by Mr. A.L. Somayaji, learned Additional Advocate General for 1st respondent/Government and Mr. R. Viduthalai, learned senior counsel for the workmen Unions, the aspects as to satisfaction of the existence of an industrial dispute and expediency of making a reference by the Government for adjudication cannot be gone into by this Court. Equally, adequacy or sufficiency of materials for formation of such a opinion is also outside the purview of judicial review. On the other hand, in view of the forceful argument of Mr. Rajiv Dhawan relating to non-filing of affidavit and bereft of details in the impugned order relating to existence of an industrial dispute, we verified the File relating to G.O.(D) No.318 dated 30-4-1993, and as said earlier, we are satisfied that the Government had relevant materials for making an order of reference under Section 10 (1) of the Act. Further, as said earlier, the only requirement of Section 10 (1) is formation of an opinion based on factual existence of industrial dispute or apprehended dispute which according to us, is abundantly available though the adequacy of which cannot be gone into under Article 226 of the Constitution of India. We are also satisfied that the Government had applied their mind and arrived at a conclusion that an industrial dispute exists. After perusal of the G.O. File, we are also satisfied that no extraneous considerations were taken note of as claimed by the management. We are also satisfied that when passing order of reference, the Government had due consideration to statutory provisions whether dispute or subject matter of the dispute exists. 20. After perusal of the G.O. File, we are also satisfied that no extraneous considerations were taken note of as claimed by the management. We are also satisfied that when passing order of reference, the Government had due consideration to statutory provisions whether dispute or subject matter of the dispute exists. 20. Let us consider the last spell of argument relating to res judicata based on the decision of the learned Single Judge of this Court in WORKMEN OF Deccan Sugars V. Nava Bharat Ferro Alloys, Ltd., REPORTED IN 1993 (Ii) Lln 173. It was a writ petition filed by workmen of Deccan Sugars and the question raised therein was, whether in a case of transfer of undertaking, the employer is bound to comply with the requirements of Section 25-N and 25-O of the Act which are found in Chapter V-B thereof. The learned Judge even without notice to the respondents/management, after finding that the claim of the workmen that transfer of undertaking would amount to closure of undertaking has no merit, dismissed the writ petition in limine. Inasmuch as heavy reliance was made on the order of the learned Single Judge, we have gone through the claim made and the ultimate conclusion arrived at therein. The only question urged before the learned Single Judge was, whether the transfer of undertaking as contemplated under section 25FF of the Act would attract the provisions of Chapter V-B and in particular Section 25-N and or Section 25-O of the Act. On going through the dispute referred for adjudication and the conclusion arrived at, we are of the view that the decision of the learned Judge in 1993-II LLN 173 (supra) would not constitute res judicata. For the sake of repetition, we once again refer that the dispute referred for adjudication by the Government is only whether the transfer of ownership of sugar undertaking at Pugalur (Deccan Sugars) to the management of E.I.D. Parry (India) Limited by the management of Nava Bhat Ferro Alloys Limited with effect from 13-11-92 and the resultant non-employment of 615 workmen mentioned therein are justified and to what relief the workmen are entitled? In such a circumstance, it will be a futile exercise to contend that the dispute between the parties were adjudicated by the learned Single Judge in the above decision (1993 (II) LLN 173). In such a circumstance, it will be a futile exercise to contend that the dispute between the parties were adjudicated by the learned Single Judge in the above decision (1993 (II) LLN 173). We have already referred to the fact that the said writ petition was dismissed in limine without notice to the respondents. The principle of res judicata will not apply when issues were different and when parties were also different. As rightly pointed out by Mr. R. Viduthalai, learned senior counsel for the workers' Unions, the matter which was substantial in issue in the earlier writ petition was whether the transfer of undertaking of Deccan Sugars Limited in its entirety without the transfer of employees would be a closure of undertaking under Section 25-O of the Act and whether it would attract provisions of Section 25-N of the Act so as to require prior permission of the Government of Tamil Nadu before resorting to such transfer. In other words, as rightly pointed out, the main issue was whether the condition precedent for such transfer as laid down by Sections 25-N and 25-O had been complied with and in the absence of such compliance, whether the transfer was illegal or invalid. We are satisfied that the issue was distinct and different from the issues emanating from the order of reference. As pointed out earlier, the order of reference seeks an adjudication on the legality or otherwise of the transfer of Deccan Sugars and the resultant non-employment of workmen, which are conditions subsequent to the transfer of undertaking. The bona fides of the transfer is also an issue involved in the order of reference. Mr. R. Viduthalai has also brought to our notice that the earlier writ petition was filed by a section of workmen represented by one of the seven Unions operating in the establishment. In such a circumstance, we are satisfied that the parties are not one and the same so as to attract the principle of res judicata under Section 11 of the Code of Civil Procedure. In view of the factual details/information referred to above, we are of the view that there is no need to refer various decisions relied on by Mr. Rajiv Dhawan. 21. In view of the factual details/information referred to above, we are of the view that there is no need to refer various decisions relied on by Mr. Rajiv Dhawan. 21. Coming to the other contention that under Section 25-FF of the Act, an employee has to claim compensation against the transferor and no dispute exists between the workmen and the E.I.D. Parry (India) Limited, the validity of transfer of undertaking cannot be adjudicated by the Industrial Tribunal, but only by Civil Court, we are of the view that those contentions will not in any way affect the validity of the order made by the Government in exercise of its power under Section 10 (1) of the Act. It is the definite case of the Workers' Unions that the transfer of undertaking is mala fide. The question as to applicability of Section 25-FF of the Act in case of fictitious transfer has been considered by the Supreme Court in the decision reported in the case of Gurmail Singh V. State Of Punjab ( 1991 (2) Llj 76 ) and it has been held that fictitious transfer of ownership of an undertaking will not fall under Section 25-FF of the Act. Though it is stated that compensation was paid to all the workmen by the transferor company, it is the claim of the Workers' Unions that the same was received under protest. Even otherwise, the questions raised by the management as to the terms of agreement, acceptance of compensation under protest, no claim against the E.I.D Parry Limited in the earlier writ petition are all questions to be agitated before the Industrial Tribunal. Both the managements are free to put-forth all their defence legally sustainable before the Industrial Tribunal. Hence, as said earlier, it will not, in any way, affect the validity of the order of reference made by the Government. 22. Finally, Mr. Rajiv Dhawan has contended that inasmuch as compensation has been paid and accepted by the workmen and the parties were duly adjudicated in the earlier litigation, on the ground of equity, this Court would not exercise the power under Article 226 of the Constitution of India, particularly when the appellant company (EID Parry Limited) was dragged into a dispute which has been settled 13 years ago by this Court. Here again, we are unable to accept the above contention. Here again, we are unable to accept the above contention. As far as the earlier decision of the learned Single Judge, we have already held that the said decision is not a res judicata in making order of reference. Though it is not relevant but this Court cannot ignore the statement of fact made by Mr. R. Viduthalai namely that out of 651 workmen concerned in the industrial dispute, 140 workmen have died during the pendency of the litigation before this Court and many of them are not capable of gainful employment elsewhere as they are in the age group of 40 to 55. According to Mr. R. Viduthalai, they are living in penury for these 13 years. 23. Under these circumstances, we are of the view that the learned Single Judge has rightly considered all the relevant materials and refused to interfere with the order of reference made by the State Government. We are in agreement with the said conclusion. Besides the reasoning of the learned Judge, we are also satisfied that there is no merit in the claim made by the appellants/management. Accordingly, all the Appeals are liable to be dismissed. Inasmuch as the Reference was made as early as on 30-4-1993, and the Tribunal is yet to decide the issue even after 13 years owing to the pendency of the writ petitions and the writ appeals, we direct the Industrial Tribunal, Chennai to answer the order of reference in accordance with law on or before 30-04-2006, after affording opportunity to all parties. The parties are directed to cooperate with the Tribunal for early disposal of the cases. The Industrial Tribunal, Chennai is also directed to send a report to this Court regarding the compliance of the above order. With the above directions, all the Writ Appeals are dismissed. No costs. Connected C.M.Ps., are closed.