Judgment :- 1. Both the writ petitions are filed by the same management. 2. In the first writ petition viz., W.P.No.29877 of 2008, the Management challenges an Award passed by the Industrial Tribunal, Chennai, the first respondent in I.D.No.48 of 2004 dated 23.07.2008. By the aforesaid Award, the Tribunal held that the demand of the Trade Union to revoke the illegal cessation of operation of the factory with effect from 02.05.2003 by the Management was not justified and the workmen are entitled for payment of back wages with continuity of service. 3. The second writ petition viz., W.P.No.29878 of 2008 challenges an Award of the same Industrial Tribunal passed in I.D.No.25 of 2004 dated 24.07.2008, wherein the Tribunal held that the demand of the Trade Union to revoke illegal cessation of operation of the factory from 02.05.2003 was not justified and the workmen are entitled for back wages and continuity of service. 4. Both writ petitions were admitted on 18.12.2008. Pending the writ petitions, this Court granted interim stay of both Awards. Aggrieved by the grant of interim stay, the workmen, represented by Kovai Periyar Mavatta Dravida Panchalai Thozilalar Munnetra Sangam filed two applications in each of the writ petition. One for vacating the stay and other for direction to the Management to pay the members of the Union their last drawn wages. Individual affidavits were also filed by the workmen alleging that they were not gainfully employed as per the requirement under Section 17-B of the Industrial Disputes Act, 1947. A counter affidavit has been filed by the Management in both miscellaneous petitions. However, those applications were not taken up for hearing till date. 5. The petitioner Management submitted that the land, building and machinery of the Mills were leased out to one Selvamani and others. They started a business in the name of Jupiter Packing Company. The said company engaged labourers independently and doing the business of reeling by getting yarn from the Spinning Mills. They get yarn not only from the petitioner Mill but also from outside spinning mills. The period of lease for M/s.Jupiter Packing Company was from 27.10.1986 to 27.10.1990. Thereafter, M/s.Raja Packing Company took over the business from M/s.Jupiter Packing Company with the same workers and were doing the business of Cone winding and reeling and it was for the period from 28.10.1990 to 26.10.1995. The period of lease for M/s.Jupiter Packing Company was from 27.10.1986 to 27.10.1990. Thereafter, M/s.Raja Packing Company took over the business from M/s.Jupiter Packing Company with the same workers and were doing the business of Cone winding and reeling and it was for the period from 28.10.1990 to 26.10.1995. Subsequently, one Shanmugam took over the packing company and doing business in the name of M/s.Kamatchi Packing Factory from 25.10.1998 to 29.11.2003. It is the case of the Management from 27.10.1986, when machinery was leased out to M/s.Jupiter Packing company till the industrial dispute was raised by workmen, represented by the Union, M/s.Kandasamy Spinning Millls Private Limited never carried any business and they were only a Lessor collecting rent from the Lessee having leased out building and machinery. The workmen never received any wages from the petitioner Management and there was no employer employee relationship between the Management and the workmen. 6. However, the Trade Union namely Kovai Periyar Mavatta Dravida Panchalai Thozhilalar Munnetra Sangam raised an industrial dispute complaining of illegal cessation of operation of the factory. The matter was conciliated by a Conciliation Officer and a failure repot dated 08.12.2003 was sent to the Government. On the basis of the failure report, the dispute was referred by the State Government on 09.06.2004 vide G.O.(D)No.663 Labour and Employment Department for adjudication by the Industrial Tribunal, Chennai. The order of reference reads as follows :- "Whether the demand of Union to revoke the illegal cessation of Operation of the factory from 02.05.2003 by the Management and payment of back wages with continuity of service is justified." 7. In the order of reference dated 09.06.2004, initially, the name of the petitioner Management was not mentioned. Subsequently an erratum was issued by the State Government on 12.01.2006 citing the Management as the second respondent. Challenging the erratum, the Management filed a writ petition in W.P.No.4171 of 2006. However, this Court dismissed the said writ petition and observed that the contentions raised by the Management that they were not necessary party to the dispute and the conciliation meeting was held behind the back of the Management without affording opportunity, are all matters for the Management to put forth before the Tribunal. 8. The reference of the dispute was registered as I.D.No.25 of 2004 and notices were issued to both sides. The Trade Union filed a claim statement dated 21.02.2006. 8. The reference of the dispute was registered as I.D.No.25 of 2004 and notices were issued to both sides. The Trade Union filed a claim statement dated 21.02.2006. The Management filed a counter statement dated 17.06.2006. The other respondent namely Kamatchi Packing, claiming to be the licensee filed their counter statement dated Nil. 9. It is the stand of the Management that M/s.Kamatchi Packing was a licensee and they alone are responsible for the functioning and maintenance of the staff and workers. The Management was not responsible for getting permission under Section 25-O of the I.D.Act when the workmen were under the control of Kamatchi Packing. The responsibility of paying wages only vest with the said Licensee and the said Kamatchi Packing had abandoned the premises on the ground that they were not able to meet the wages of the workmen. 10. Per contra, M/s. Kamatchi Packing filed a counter statement stating that Leave and License Agreement was entered for a period of five years with Kandasamy Spinning Mills on 18.11.1998. Both parties agreed to and entered into an agreement on 30.11.1998 and subsequent agreements were also signed. During the agreement period, the Licensee's father died and the legal heirs took over the mill and undertook the same agreements dated 18.11.1998, 30.11.1998 on 22.09.1999. But the Management is the principal employer and the members of the Union were appointed by the Management. 11. In the Leave and License agreement dated 18.11.1998, Clause "g" read as follows :- "if the operation of the mills should be wholly/ partly suspended for any reason, being a reason attributable to fault or default on the part of the Licensor or the Labourers, for such period, the Licensor agrees to bear 100% of the expenditure on Lay Off wages, P.F, E.S.I., Bonus, Gratuity and minimum Electricity Bill and it is further agreed there shall be a corresponding extension of the terms of the License equal to the period that the Mill had ceased working". As per the terms of the agreement, it is the present Management which is responsible for all the liabilities. 12. As per the terms of the agreement, it is the present Management which is responsible for all the liabilities. 12. Similarly, Clause 'O' of the agreement read thus:- "The Licensor will be entitled to terminate this Agreement with prior notice of three months if the Licensee should remove any of the assets belonging to the Licensor as per the Schedule from the mill premises without prior written consent of the Licensor" 13. It is stated that as per the agreement, Kamatchi Packing did not remove any assets belonging to the Licensor, but the Management forcibly vacated Kamatchi Packing on 30.04.2003 and they did not permit them to run the Mill. In the subsequent modified agreement dated 30.11.1998, Clause 5 stipulated that the Licensee should not sublet or sublease or arrange for conversion (Job work) basis except reeling, Cone winding, packing, bundling and doubling. As per the said clause, the second respondent sublease the packing unit to one M.Shanmugam, by way of agreement and he was running the packing unit in the name and style of Kamatchi Packing. Therefore, they were not connected to the claim made by the Union. It was falsely alleged by the Management that the second respondent became a sick unit in the year 1993. The present management also participated in the conciliation proceedings before the Deputy Commissioner of Salem and had also filed their reply vide letter dated 25.07.2003. The Management was wholly responsible for the failure of conciliation and it is the Management which violated the Leave and License agreement. The Management is bound to pay wages to the workmen in the mill. 14. Before the Tribunal, the workmen examined one S.Doraisamy, General Secretary of the Union as W.W.1 and one V.Sriram (ESI Officer) as W.W.2 and on their side 24 documents were filed and marked as Exs.W1 to W24. The Management examined M/s.M.Prabhakar as M.W.1 and R.Rathinasamy as M.W.2 and on their side, they filed 9 documents which were marked as Exs.M1 to M9. 15. On the basis of materials placed before it (both oral and documentary) the Tribunal found that the reference was in order and the name of the Management in the original order of reference was omitted but they had participated in the conciliation proceedings and therefore, they cannot contend that the reference was invalid. 15. On the basis of materials placed before it (both oral and documentary) the Tribunal found that the reference was in order and the name of the Management in the original order of reference was omitted but they had participated in the conciliation proceedings and therefore, they cannot contend that the reference was invalid. With reference to the claim of the workmen, it found that the Mill was run on license basis. The workmen represented by the Union earlier filed writ petition before this Court being W.P.No.24560 of 2004. The order dated 18.10.2004 passed by this Court was marked as Ex.W13. This Court in that order had made the following observation :- "Mr.A.Jenasenan, learned counsel appearing for respondents 1 and 2 has submitted that the members of the petitioner Union working in M/s.Kandasamy Spinning Mills Private Limited would not be retrenched on the ground of sale of machineries for which the permission has been granted by the Company Law Board. As the safeguard sought by the learned senior counsel for the petitioner is granted by the respondents, I am of the view that nothing remains to be adjudicated except recording the above statement." 16. Therefore, having agreed before this Court that none of the workers will be retrenched on the ground of sale of machineries for which permission was granted by the Company Law Board and the statement having been recorded by this Court in the said writ petition, the Management cannot wriggle out of their obligation. In that writ petition, Mrs.Senthamarai was a third respondent. On going through the evidence and agreement between the parties, the Tribunal held that in the agreement, the Lessor, namely the Management had agreed in the event of default on the part of the Licensor or the Laborers, to pay Lay off wages and other benefits such as P.F. and E.S.I. Since Licensee was sent out, which was also established by the evidence of V.Sriram (ESI Officer), W.W.2, who stated that the ESI benefits were paid by the Management and therefore, this conduct of the petitioner Management will prove that the terms of agreement cast liability on the Management. Hence, the Management alone is responsible for the illegal cessation of operation of the factory and hence, they are liable to revoke the illegal cessation of work and pay the dues to the workman. 17. Hence, the Management alone is responsible for the illegal cessation of operation of the factory and hence, they are liable to revoke the illegal cessation of work and pay the dues to the workman. 17. Mr.M.Prabhakar, who was examined as Management witness as M.W.1 also stated in his deposition that he is not aware whether any notice was given to the workmen before executing Ex.M3 agreement. He also accepted that a statement was made before this Court in the writ petition that they will not indulge in retrenchment of work force. 18. Similarly, in W.P.No.29877 of 2008, it is stated by the petitioner Management that the Mill started facing financial crisis from the year 1993. For the period from 19.05.1995 to 19.05.1999, the Mill was leased out to one Kumaravel Rana by Lease agreement dated 19.05.1995. It is claimed that it was transfer of undertaking from the existing employer to the new employer. The said licensee terminated the lease agreement on 01.05.1998. A fresh agreement was entered into between the Management and one K.M.Ramasamy, Proprietor of Kamatchi Textiles on 18.11.1998. License is for the period from 30.11.1998 20.11.2003. It is a transfer contemplated under Section 25-FF of the I.D.Act. The Management also wrote a letter to the Superintendent of Central Excise to issue a fresh RC in the name of Kamatchi Textiles. On 11.09.1999, the said K.M.Ramasamy, Proprietor of Kamatchi Textiles died. The business was continued by his legal heirs. Statutory dues like ESI and PF were remitted by the licensee. The lease from 30.11.1998 was to continue till 29.11.2003. The entire disciplinary control and administrative control over the workmen vested with the licensee from March 2003 and April 2003. The licensee did not pay the electricity bill and left the premises without informing the Management. On 30.04.2003, the Management made a complaint to the Police at Chithode Police Station. They also made a complaint to other authorities regarding disconnection of the power supply and also removal of the machinery and electrical motors by the Licensee. The minutes of undertaking given by the Kamatchi Textiles was recorded on 05.06.2003 before the RDO. 19. It was at that stage, the Union raised a dispute before the Labour Officer, Salem regarding cessation of work. The Conciliation Officer sent a failure report dated 08.12.2003 to the State Government. The minutes of undertaking given by the Kamatchi Textiles was recorded on 05.06.2003 before the RDO. 19. It was at that stage, the Union raised a dispute before the Labour Officer, Salem regarding cessation of work. The Conciliation Officer sent a failure report dated 08.12.2003 to the State Government. The State Government upon receipt of the report issued G.O.(D)No.835 Labour and Employment department dated 16.07.2004 and referred the following issue for adjudication:- "Whether the demand of union to revoke the illegal cessation of Operation of the factory from 02.05.2003 by the Management and payment of backwages with continuity of service is justified?" 20. The said dispute was taken on file as I.D.No48 of 2004. The Union filed a claim statement only after a period of three years on 30.03.2007 and M.A.No.48 of 2006 was filed for impleading the Management as party to the dispute. As against the impleadment, the Management preferred W.P.Nos.23797 and 23798 of 2007. Both writ petitions were dismissed. Accordingly, MA was allowed by the Tribunal on 25.01.2007. Thereafter, the Management filed counter statement on 11.05.2007. It is against the said Award W.P.No.29877 of 2008 was filed. 21. Before the Tribunal, the Secretary of the Union was examined as W.W.1 and on the side of the Management M/s.A.Mohan and R.Rathinasamy were examined as M.W.1 and M.W.2. The Union filed 7 documents which were marked as Exs.M1 to M7 and the Management filed 31 documents which were marked as Exs.M1 to M37. 22. The labour Court on the basis of the same reasoning as was in the earlier case held in favour of the workmen by order dated 23.07.2008. 23. The contention of the Management was when the entire work was given to the Licensee, the issue was governed by the terms of the agreement. It was wrong on the part of the Tribunal to fasten the liability on the Management. In the earlier award in I.D.No.77 of 1987 the Tribunal declined to grant relief against the Management and held that they have not recruited any employee. Therefore, the question of their revoking the cessation of employment was unwarranted. The employees were originally engaged by Raja Packing company and subsequently known as Kamatchi Packing. The previous award in I.D.No.77 of 1987 was confirmed by this Court and hence, the issue relating to employer employee cannot be gone into in the present IDs. Therefore, the question of their revoking the cessation of employment was unwarranted. The employees were originally engaged by Raja Packing company and subsequently known as Kamatchi Packing. The previous award in I.D.No.77 of 1987 was confirmed by this Court and hence, the issue relating to employer employee cannot be gone into in the present IDs. The workmen represented by the Union also filed claim petition before the Labour Court. When M/s.S.Rajendran, C.Yuvaraj and S.Sebastine after having the amount computed by the Labour Court, they sought for a direction to the Government for issuance of revenue recovery certificate. Thereafter, they filed writ petitions being, W.P.Nos.37199, 37200 and 37201 of 2007 seeking for recovery of the amount. This Court held that the amount has to be recovered from Raja packing company as certificate has been issued against the said company and therefore, the Union cannot set up a different claim. 24. Further, it is submitted by Mr.S.Jayaraman, learned counsel for the Management that workmen are also gainfully employed. The list of workers numbering 134 as already noted have filed individual affidavits disputing the stand of the Management that their employment with any other employer. In that view of the matter, he prayed for setting aside the impugned Award. 25. Per contra, Mr.V.Prakash learned Senior Counsel appearing for the Trade Union referred to the additional typed set filed by the Union. He contended that Senthamarai, who was the Managing Director of the petitioner management wrote a letter to the Labour officer, Erode on 27.05.2003 stating that Kamatchi textiles have left all the dues. Therefore, she requested the Labour Officer to recover the amount to pay to the workers. Deposition of A.Mohan, Personnel Manager, examined as M.W.1 in I.D.No.48 of 2004 admitted that before the High Court, the Management agreed that no workers will be retrenched. Since he has joined the services of the mill in the year 2003, he was not aware of the happenings in the year 1998. Even after Kamatchi Textiles deserted the mill, they have not surrendered the License of the Mill. He referred to an order passed in M.P.No.1 of 2009 in W.P.No.37199 of 2007 filed by the workman S.Rajendran, wherein, this Court directed that amounts will have to be recovered from Raja packing company or whoever is in management of the company. Even after Kamatchi Textiles deserted the mill, they have not surrendered the License of the Mill. He referred to an order passed in M.P.No.1 of 2009 in W.P.No.37199 of 2007 filed by the workman S.Rajendran, wherein, this Court directed that amounts will have to be recovered from Raja packing company or whoever is in management of the company. He also referred to the detailed order passed by the District Collector, Erode dated 10.05.2010 pursuant to the Revenue Recovery Certificate, wherein he recorded that the Proprietor of Raja Packing company and the Managing Director of Kamatchi Spinning Mill namely Senthamarai are one and the same person and directed the Tahsildar, Erode to initiate revenue recovery action against the said person. In that order, he had considered the relationship between Kandasamy Spinning Mill, Raja Packing Company, Jupiter Packing Company and held that all the persons except one Prabakhar are all connected with Kandasamy Spinning Mills and functioning in the same compound. After the demise of J.K.K.Nataraja Chettiar, his legal heir Senthamarai was the owner of both the Mills. She herself has stated that they are interconnected and presently, managing both companies. 26. Mr.Jayaraman contended that these records are not relevant to the Award as they were not available before the Award. Even without these records, this Court is of the opinion that the Award passed by the Tribunal does not suffer from any legal infirmity. The Tribunal has correctly held that liability is on the present Management as they are the employer of the workmen. The license agreement cannot discharge their obligation and on the other hand, the agreement fasten the liability on the Management. 27. The learned counsel referred to a judgment of the Division Bench of this Court in Spencer Group Aerated Water Factory Employees' Union and another v. The Presiding Officer, Industrial Tribunal and others reported in 1997 (1) LLJ 362 for contending that once there is a transfer of ownership or management of an undertaking, whether by agreement or by operation of law, there is no necessity for having the consent of the workmen. The workmen are only entitled for notice and compensation in accordance with Section 25-F of the I.D.Act for change of ownership. Therefore, it cannot be contended that consent of the workmen was required for entering into a lease agreement. The workmen are only entitled for notice and compensation in accordance with Section 25-F of the I.D.Act for change of ownership. Therefore, it cannot be contended that consent of the workmen was required for entering into a lease agreement. But it the present case, the agreement itself fasten the liability of dues to be paid to the workmen on the Licensor and therefore, the judgment referred to has no relevance to the case on hand. 28. The learned counsel also referred to the judgment of the Supreme Court reported in AIR 1963 SC 1489 [Anakapalla Cooperative Agricultural and Industrial Society Limited v. Workmen for contending that if industrial undertakings are transferred, the employees of such transferred undertaking will be entitled to compensation, unless, of course, the continuity in their service or employment is not disturbed and that can happen if the transfer satisfies all the three requirements of the Proviso to Section 25-FF of the I.D.Act. However in the same case, in Para 19, it is observed that if the transfer is fictitious or benami, Section 25-FF has no application. 29. He also referred to judgment of the Bombay High Court reported in 1995 3 LLJ 270 [Suresh Baburao Bhandare v. Saswad Mali Sehakar Sakhar Karkhana Ltd., and another] for contending that in case of transfer of undertaking even by agreement, Section 25-FF will come into operation and conditions set out therein are satisfied. 30. However, in this case the facts set out do not justify the presumption of transfer of undertaking. On the other hand, it is a close family arrangement and only a paper arrangement had been made. The Tribunal has correctly held that the agreement itself fixes a liability on the Lessor. Therefore, the impugned Awards do not suffer from any infirmity. Hence, both writ petitions will stand dismissed. No costs. Connected miscellaneous petitions are closed.