JUDGMENT K. S. Varma, J. - In this petition, the petitioner has challenged an award given by an Industrial Tribunal ; the award is annexure 14 to the writ petition. 2. The facts of the case are that the petitioners claim to be workmen of Somaiya Organics (India), Ltd., this is a limited company registered under the Indian Companies Act and has its registered office at Barabanki. The petitioners' case is that the company has got a distillery at Captainganj and for the year 1569 the company distributed bonus to Its employees working at Captainganj, The petitioners claim that they ate the employees of the company working at Barabanki. They demanded bonus in the same way as it was paid to the workmen working at Captainganj distillery and thus raised an industrial dispute. The State of Uttar Pradesh ride its Notification No. 2333 (Shra-As) 36 - Shram (ka) 51 (LR)173, dated 6 May 1974, referred the dispute between the parties, relating to bonus, to opposite party 2, Industrial Tribunal, Lucknow. The opposite party 2 registered the case as Adjudication Case No. 13 of 1974, and called upon the parties to file their pleadings. The statement of the case filed by the petitioners is annexure 1 to the petition. The written, statement filed by the company Is annexure 2 and the rejoinder of the petitioners to the witness statement of opposite party 1 is annexure 3 to the writ petition. Before the Tribunal three additional Issues were framed They are as follows i " (I) Whether the matter of dispute Is not an Industrial dispute for the reasons mentioned In Para. I of the employers' written statement ? If so, its effect ? (2) Whether Somaiya Organics (India), Ltd., Barabanki, shoul i be treated as a separate unit for the purpose of payment of bouns under the Payment of Bonus Act, 1965 ? If so, its effect ? (3) * * *" 3. Turing the course of proceedings before the Tribunal, balance sheet for the year 1969 of the Barabankl unit of opposite party 1 was filed. The balance sheet is annexure 10 to the writ petition. A perusal of annexure 10 will indicate that a note is appended to the balance sheet. The note reads as follows : " Barabanki factory was under construction during the calendar year ended on 31 December 1969. The balance sheet is annexure 10 to the writ petition. A perusal of annexure 10 will indicate that a note is appended to the balance sheet. The note reads as follows : " Barabanki factory was under construction during the calendar year ended on 31 December 1969. Expenses of revenue nature are collected under head ' expenditure during construction account ' In balance sheet itself and no profit and loss account is prepared. " The averment in the writ petition is that no profit and loss account for the year 1969 in respect of which the bonus was claimed by the petitioners was prepared with respect to Barabanki unit. In the balance sheet it is noted that no profit and loss account was prepared. Opposite party 2 by order, dated 24 July 1975, held that the Barabanki unit of opposite party I should be treated as a separate unit for the purposes of payment of bonus under the Payment of Bonus Act and that no bonus could be allowed to the petitioners merely on the ground that the same was awarded to the employees of opposite party 1 working at Captainganj. The order of opposite party 2, annexure 13 to the petition, was published in the Uttar Pradesh gazette, dated 28 October 1975, an extract from the gazette containing the award of opposite party 2 is annexure 14 to the writ petition. 4. On behalf of the petitioners it was contended that the Tribunal, opposite party 2, committed a manifest error of law In not awarding bonus to the petitioners and on a correct interpretation of S. 3 of the Payment of Bonus Act, 1965, the petitioners were also entitled to bonus in the same way as the employees of the company working at Captainganj. The case of the petitioners is based on the interpretation of S. 3 of the Payment of Bonus Act and the argument is that where an establishment consists of different departments or undertakings or has branches in different places, all such departments or branches shall be treated as part of the same establishment for the computation of bonus under the Act. Proviso to S. 3 of the Act provides that where for any accounting year a separate balance sheet and profit and loss account are prepared and maintained in respect of any such department or undertaking or branch, then such department or undertaking or branch shall be treated as a separate establishment for the purpose of computation of bonus for that year. The argument of the petitioners is that since no separate profit and loss account was prepared and maintained in respect of Barabanki branch of the company, the said branch will be treated as part of the branch at Captainganj and hence they will also be entitled to ooaus along with the employees of the company at Captalnganj. 5. The opposite parties contested the writ petition and a counter-affidavit has been filed on behalf of opposite party 1. It has been stated in the counter-affidavit that the company purchased the distillery situate at Captainganj in District Deorla in 1977. The said distillery was running concern at the time of its purchase. It was admitted by opposite party : that bonus to the employees of the distillery at Captainganj was distributed in 1969, under the provisions of the Payment of Bonus Act, 1965. In regard to employees working at Barabanki branch It was stated that no bonus could be paid to them as It was a factory In its infancy and did not come within the purview of the provisions of the Payment of Bonus Act, 1965, as the factory at Barabanki was under construction and there was neither any production nor any sale. It has also been stated in the counter- affidavit that the distillery at Captainganj was a running concern and the profits earned by the branch at Captainganj were shown In the balance sheet for the year 1969, and for subsequent years. The branch at Barabanki was not in production before 1971; hence only balance sheet indicating profit and loss was prepared for Captainganj branch. Since there was no production at Barabanki branch, the question of preparation of profits and loss account for that undertaking did not arise. The branch at Barabanki was not in production before 1971; hence only balance sheet indicating profit and loss was prepared for Captainganj branch. Since there was no production at Barabanki branch, the question of preparation of profits and loss account for that undertaking did not arise. The contention of opposite party I is that since Barabanki branch was under construction, expenses of revenue nature were collected in the balance sheet prepared for Barabanki branch under the head " expenditure during construction account." Since the unit at Barabanki had not been commissioned into service no profit and loss account in respect of that branch was prepared. 6. The question that arises for consideration of this Court is whether the Barabanki branch can be treated as a separate branch or whether it should b-, treated for the purposes of computation of bonus as part of the company at Captainganj. At this stage it would be relevant to quote S. 3 of the Payment of Bouns Act, 1965 : " 3. . . . Where an establishment consists of different departments or under- takings or has branches, whether situated in the same place or In different places, all such departments or undertakings or branches shall be treated as parts of the same establishment for the purpose of computation of bonus under this .4ct. Provided that where for any accounting year a separate balance sheet and profit and loss account are prepared and maintained in respect of any such department or undertaking or branch, then such department or undertaking or branch shall be treated as a separate establishment for the purpose of computation of bonus under this Act for that year, unless such department or undertaking or branch was, immediately before the commencement of that accounting year treated as part of the establishment for the purpose of computation of bonus." It has come in evidence that a separate balance sheet and profit and loss account in respect of the branch of the company at Captainganj were prepared. A perusal of annexure 10 indicates that although a separate balance sheet for the Barabanki branch was prepared, the profit and loss account for that unit was not prepared. A perusal of annexure 10 indicates that although a separate balance sheet for the Barabanki branch was prepared, the profit and loss account for that unit was not prepared. The reason why the profit and loss account was not prepared was that the branch was under construction during the calendar year 1969, and expenditure account has been Indicated in the balance sheet and no profit and loss account was prepared. The proviso to S. 3 of the Act quoted above provides that where for any accounting year a separate balance sheet and a profit and loss account are prepared and maintained in respect of any branch of an undertaking then such branch shall be treated as a separate establishment. Once it is established that the balance sheet and profit and loss account in respect of Captainganj branch were prepared then even though profit and loss account In respect of Barabanki brarch was not prepared, the conclusion is irresistible that the branch at Captainganj shall be treated as a separate establishment for the purpose of computation of bonus under the Act for the year In question. If there is compliance of proviso to S. 3 of the Act In respect of a branch of the establishment then that branch automatically becomes separate from the entire establishment for the purposes of computation of bonus under the Act. Once a part of the undertaking answers the requirements of proviso to S. 3 of the Act, the other part automatically gets separated from the former and is excluded for the purposes of computation of bonus. 7. The principle contained in S. 3 of the Act is that where an establishment consists of different branches, whether situate in the same place or at different places, all such branches shall be treated as part of the same establishment for the purposes of computation of bonus. To that principle Is engrafted an exception in the form of a proviso that where in an accounting year, a separate balance sheet and profit and loss account are prepared and maintained in respect of any such branch then such branch shall be treated as a separate establishment for the purposes of computation of bonus. 8. The rule of Interpretation in regard to proviso is that It carves out an exception to the general rule. 8. The rule of Interpretation in regard to proviso is that It carves out an exception to the general rule. In the instant case, opposite party 1 will in normal course be treated as one establishment within the meaning of S. 3 of the Act even though it has its branches at several places. But since a separate balance sheet and separate profit and loss account have been prepared in respect of the branch of Captainganj, " the same establishment " has been split into two parts namely, the one In respect of which separate balance sheet and profit and loss account have been prepared and the other in respect of which also a separate balance sheet has been prepared though no separate profit and loss account h s been prepared. In this view of the matter for the purposes of computation of bonus it will be treated that the Captainganj branch of opposite party I stands separated from the Barabanki branch and for computation of bonus, only Captainganj branch will attract the application of the Bonus Act. It necessarily follows that only the employees of the Captainganj branch will be entitled to bonus under Sections 10 and 11 of the Act on the basis of the allocable surplus of that branch and the employees of Barabanki branch will not be entitled to bonus merely on the ground of sameness of establishment with the Captainganj branch unless there were any allocable surplus available In respect of the Parabanki branch itself in terms of S. 16 (1) (a) of the Act. 9. It has come in evidence that in the year 1969 the factory at Barabanki had not started functioning and was under construction. Since the factory was under construction the balance sheet for Barabanki branch, filed as annexure 10, has only shown " expenditure account. " In this connexion reference may be made to a report headed " study on expenditure during construction period " prepared by the research committee of the Institute of Chartered Accountants of India. In this connexion Para. 14.7 of the said report may be quoted as follows t " There Is some doubt on the question whether or not a company is obliged to prepare a profit and loss account during the period of construction when it is not in fact engaged In any revenue operations. In this connexion Para. 14.7 of the said report may be quoted as follows t " There Is some doubt on the question whether or not a company is obliged to prepare a profit and loss account during the period of construction when it is not in fact engaged In any revenue operations. Quite apart from the technical requirements of the Companies Act with special reference to Sch. VI, Part II to fiat Act to prepare a profit and loss account during the period of construction might be somewhat misleading as It may give an impression to the lay shareholder that his company was engaged in revenue operations during this period and Incurred a substantial loss in those operations which is carried forward on the balance sheet or is added as part of the cost of the company's fixed assest, as the case may be. It is, therefore, necessary to examine whether the requirements of the Companies At do in fact oblige a company to prepare a profit and loss account during the period of construction. It is true that the requirements of Sch. VI, Part II to the Companies Act relating to disclosure of specific items of expenditure must be complied with. However, these requirements can be adequately compiled with if the relevant items of expenditure requiring specific disclosure are suitably disclosed in schedules annexed to the balance sheet in support of the various items varied forward on the balance sheet. For example, a schedule may be annexed to the balance sheet so as to form part of balance sheet indicating details of the various incidental costs of construction. Similarly another schedule annexed to and forming part of the balance sheet, could give details of the specific Items of expenditure which are carried forward as 'deferred revenue expenditure' or under some other suitable heading below the caption "miscellaneous expenditure' on the balance sheet. In all such cases, the schedules annexed to the balance sheet should disclose specifically each of the various items of expenditure which require separate disclosure as per the provisions of Sch. VI, Part II to the Companies Act, thereby complying, in effect, with the substantive requirements of the Companies Act as to disclosure without giving a misleading impression by preparing a statement of profit and loss account during a period when this statement is not at all appropriate. VI, Part II to the Companies Act, thereby complying, in effect, with the substantive requirements of the Companies Act as to disclosure without giving a misleading impression by preparing a statement of profit and loss account during a period when this statement is not at all appropriate. In such an event, however, it is desirable that a note be inserted In the financial statement explaining the reason for not preparing a formal profit and loss account. It appears that the foregoing would represent reasonable compliance with the legal requirements, since, the specific disclosure requirement of Sch. VI, Part II are complied with. Whether the disclosure should be made In the conventional profit and loss form or through a schedule or schedules is a matter for each company to decide in consultation with its auditors. In this connexion, it may be noted that Sch. VI, Part 11 only contains disclosure requirements and does not prescribe a specific form of profit and loss account unlike Sch. VI, Part I which does so for the balance ;sheet." A perusal of the said paragraph would indicate that one of the established principles for the preparation of accounts is that if a branch of the factory Is under construction then balance sheet shall indicate the details of costs of construction and a note shall be appended to the balance sheet explaining the reason for not preparing profit and loss account. This will be sufficient complain with the requirements of the provisions of the Companies Act, relating to mention of profit and loss in respect of the branch. In the light of Para. 14.1 quoted above, It is obvious that annexure 10 has been prepared in accordance with the established practice which prevails in regard to preparation of accounts of companies. Hence the petitioners cannot derive any advantage merely from the circumstance that only a separate balance sheet was prepared and a separate profit and loss account was not prepared for the Barabanki branch. The proviso cannot be so construed as to require the employer to prepare a profit and lose account even for a branch under construction, when the preparation of such a profit and loss account would be a meaningless formality and contrary to accounting practice. The proviso cannot be so construed as to require the employer to prepare a profit and lose account even for a branch under construction, when the preparation of such a profit and loss account would be a meaningless formality and contrary to accounting practice. Even if such a strict construction could be permissible, then too, in view of the Captainganj branch being required to be treated as a separate branch, the Barabanki branch could not possibly remain part of the same establishment. 10. Section 3 of the Act has been interpreted by the Hon'ble the Supreme Court in Alloy Steel Project v. Workmen, (1971) 1 S.C.C. 536 . The Supreme Court has emphasised that while determine the question whether the employees are entitled to bonus, the question whether different branches of an establishment constitute one establishment or are separate departments controlled by one establishment has to be decided by reference to proviso to S. 3 of the Act. The principle enunciated in the aforementioned case has been followed In Workmen of H.M.T. v. National Tribunal Calcutta, 1973 (II) L.L.N. 101. The correctness of the balance sheet was not questioned and S. 23 attaches a presumption of accuracy to them. Only technical pleas were raised about the stage at which the balance sheets were produced. It Is true that the Tribunal's orders, dated 19 May and 21 July 1975, suffer from lack of precision, but we are satisfied about the correct state of affairs on the basis of the evidence of O. P. Bhatla and H. V. Bhalla vide annexures 6 and 7 to the petition. For the reasons stated above, we are of the view that since a separate balance sheet and a separate profit and loss account were in fact prepared in respect of Captainganj branch, the employees of the Barabanki branch will not be entitled to bonus In respect of year 1969 merely on the ground that the Captainganj branch had earned profits. So far as the Barabanki branch was concerned, it is undisputed that it was a new establishment in which neither production nor manufacture of goods had started nor profits were derived, and accordingly neither of the conditions mentioned in S. 16 of the Act was fulfilled. 11. So far as the Barabanki branch was concerned, it is undisputed that it was a new establishment in which neither production nor manufacture of goods had started nor profits were derived, and accordingly neither of the conditions mentioned in S. 16 of the Act was fulfilled. 11. It will be appropriate to mention before parting with the case that on behalf of the respondent-company, a preliminary objection on the grounds of laches was taken at the outset. The award was given on 28 October 1975, and published In the gazette on 1 April 1976, while the petition was filed on 17 December 1976. No explanation whatsoever was given In the petition for this Inordinate delay. The explanation given in Para. 28 of the rejoinder affidavit was also unsatisfactory. However, as the petition had been admitted almost four years back, we have thought fit to decide it on merits. 12. The petition, accordingly, fails and is hereby dismissed. There will, however, be no order as to costs.