JUDGMENT

KHALID, J.:— This is an appeal, by special leave, filed by the Binny Employees Association, a registered trade union, against the award dated 20th May, 1972, made by the Industrial Tribunal, Madras, in I.D. No. 35/71.

2. The first respondent is a company incorporated on 30th June 1969, which commenced its business in the name and style of Binny Limited on and from 1st November, 1969. The petitioners were formerly employed by Binny and Co. Ltd., and are now employed in the Finance Trading and Agency Division of the respondent-company. Messrs Binny and Co. Limited in which the petitioners were formerly employed, was a well established British company of a standing of more than 170 years with branches all over India. The company had accumulated huge reserves and was able to acquire interest in various other companies, Such companies are Messrs Buckingham and Carnatic Co. Ltd., The Bangalore Woollen, Cotton and Silk Mills Co. Ltd., Binny Engineering Works Ltd., Gange Transport and Trading Company Ltd, and Madura Company Private Ltd.

3. Pursuant to orders passed in company petitions in various High Courts and in accordance with the scheme of amalgamation sanctioned by the High Courts, the undertakings of all the six companies referred to above were amalgamated with the respondent-company. The scheme of amalgamation made provisions for various matters. Clause 12 of the scheme provided that "all the employees of the amalgamating companies will become employees of the new company without interruption in service and on terms no less favourable to them". Clause 13 provided that "a separate profit and loss account would be prepared for each of the amalgamating companies for the financial year 1969." The six companies filed company petitions in the High Court of Madras for sanction of the scheme of amalgamation. Notices as required under the Companies Act were published The Secretary of the Employees Union opposed to the unconditional grant of approval to the scheme of amalgamation and wanted to get rights of the employees safeguarded and for that purpose requested the Court for incorporation of certain conditions in the order of sanction. The High Court while sanctioning the scheme, included the following in paragraph 11 of the order :

"In the result, the scheme of amalgamation is sanctioned without prejudice to the rights of the employees of Binny and Company Limited in working out their existing rights under the aforesaid Acts (Payment of Bonus Act and Industrial Disputes Act) as against the new company, if they are so entitled."

4. Till the year 1968, the employees of Binny and Co. Limited viz., the petitioners, had been getting the maximum bonus of 20 per cent of their gross salary every year in view of the huge profits earned by the said company. However, in the financial year 1969, the respondent-company declared and paid the minimum bonus of four per cent of the gross salary to the petitioners along with other employees of the respondent company, who were formerly the employees of the remaining five amalgamating companies on the basis of a consolidated profit and loss account of the respondent company for the said year. The petitioners objected to this and raised a claim that they were entitled to receive bonus at 20 per cent of their gross salary on the basis of the separate profit and loss account for the company formerly known as Binny and Company Limited. This claim was referred to the Industrial Tribunal, Madras, by a reference order dated 19th May, 1971, directing the question of fixation of the quantum of bonus for the year 1969 for adjudication. The Tribunal considered the evidence before it and also referred to the relevant provisions of the law governing the question and came to the conclusion that no separate balance-sheet was prepared for this company and the quantification of the bonus payable had to be made on the consolidated surplus available taking into account the balance-sheet of the amalgamating companies.