The case of the appellant before the Tribunal and repeated before us is that the amalgamating companypanies maintained separate profit and loss accounts numberwithstanding their amalgamation into the respondent companypany.
This profit and loss account shows that Binny Company Ltd., of which the petitioners were originally employed, had earned a profit of Rs.
The companypany had accumulated huge reserves and was able to acquire interest in various other companypanies.
The High Court while sanctioning the scheme included the following 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 companypany, if they are so entitled.
The Tribunal companysidered the evidence before it and also referred to the relevant provisions of the law governing the question and came to the companyclusion that numberseparate balance sheet was prepared for this companypany and the quantification of the bonus payable had to be made on the companysolidated surplus available taking into account the balance sheet of the amalgamating companypanies.
The petitioners relied upon clause 13 of the scheme which provided that in so far as the financial year 1969 is companycerned a separate profit and loss account for each of the amalgamating companypanies would be prepared and that, in fact, a separate profit and loss account was prepared accordingly for that year.
The scheme of amalgamation made provisions for various matters.
Messrs Binny Co. Limited in which the petitioners were formerly employed, was a well established British companypany of a standing of more than 170 years with branches all over India.
From the Award dated 2O.5.1972 of the Industrial Tribunal Madras in I.D. No.
Hence this appeal.
If the profit mentioned above is taken into account, the petitioners companytend, that they would be entitled to the maximum bonus of 20 per cent of their gross salary for the year 1969.
Clause 12 of the scheme provided that all the employees of the amalgamating companypanies will become employees of the new companypany without interruption in service and on terms numberless favourable to them Clause 13 provided that a separate profit and loss account would be prepared for each of the amalgamating companypanies for the financial year 1969 m e six companypanies filed companypany petitions in the high Court of Madras for sanction of the scheme of amalgamation.
26,01,272 during the financial year 1969 in addition to a further sum of more than Rs.
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 companypany.
Till the year 1968, the employees of Binny Co. Limited viz.,
CIVIL APPELLATE JURISDICTION Civil Appeal No.440 of 1973.
K. Ramamurthi and J. Ramamurthi for the Appellant.
The petitioners were formerly employed by Binny Co. Ltd., and are number employed in the Finance, Trading and Agency Division of the respondent companypany.
However, in the financial year 1969, the respondent companypany declared and paid the minimum bonus of four per cent of the gross salary to the petitioners along with other employees of the respondent companypany, who were formerly the employees of the remaining five amalgamating companypanies on the basis of a companysolidated profit and loss account of the respondent companypany for the said year.
They also stated that the provident fund account of the employees of each amalgamated unit was also separately maintained.
Pursuant to orders passed in companypany petitions in various High Courts and in accordance with the scheme of amalgamation sanctioned by the High Courts, the undertakings of all the five companypanies referred to above were amalgamated with the respondent companypany.
The Judgment of the companyrt was delivered by 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, I.D. No.
Notices as required under the Companies Act were Published.
10 lakhs lying to the credit of the petitioners as on 31st December, 1968.
35/71.
B. Pai and Rameshwar Nath for the Respondents.
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 companypany formerly known as Binny Company Limited.
35 of 1971.
The first respondent is a companypany incorporated on 30th June, 1969, which companymenced its business in the name and style of Binny Limited on and from 1st November, 1969.
This claim was referred to the Industrial Tribunal, Madras, by a reference order dated l9th May, 1971, directing the question of fixation of the quantum of bonus for the year 1969 for adjudication.
Such companypanies 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 Limited.
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 safe guarded and for the purpose requested the Court for incorporation of certain companyditions in the order of sanction.
