JUDGMENT
Altamas Kabir, J.
1. On a petition filed by the Shreckishan Omprakash being Company Petition No. 2 of 1987, the learned Company Judge by his order dated 28th October, 1987, directed the Baranagar, Jute Factory, Plc. to be wound up and the Official Liquidator was directed to take possession of the company and its assets. Subsequent to the passing of the said order, one Raj kumar Nemani filed an application under Sections 466 and 557 of the Companies Act, 1956, for staying the winding up proceedings permanently and for constitution of a Committee of Management with the persons mentioned in the Scheme for revival of the Company in liquidation. An order was passed on the said application by the learned Company Judge on 15th September, 1988, appointing an ad hoc Committee of Management for the purpose of reopening the jute mill and to run the same in terms of the said Scheme. The Official Liquidator was directed to continue in possession of the mill but was also directed not to interfere with the management of the mill by the ad hoc Committee appointed by the Court for the purpose of running the mill.
2. Apart from the above application filed by Shri Raj Kumar Nemani, another application was filed by M/s. Shiva and Company for considering another Scheme for revival of the company in liquidation. Having regard to the said two applications, one Mr. M.A. Latiff, Advocate, was appointed as Special Officer for calling a meeting of the unsecured creditors and to place the two schemes for revival of the company in liquidation before the said meeting. Being aggrieved by the order of 15th September, 1988, M/s. Shiva and Company preferred an appeal in which an interim order was passed on 22nd September, 1988, replacing the ad hoc Committee of Management appointed by the learned Company Judge by another Committee of Management consisting of representatives of various groups, including a representative from the State Bank of India and one from ICICI, two representatives of the workmen, one jute technologist and a Chartered Accountant. There was a further direction staying the winding up proceedings for six months.
3. On a Special Leave Petition, being S.L.P. No. 11848 of 1988, filed by Shri Raj Kumar Nemani, the Hon’ble Supreme Court by its order dated 7th October, 1988, restrained the Committee of Management appointed on 22nd September, 1988, from functioning, but retained Mr. Laliff as Special Officer to carry out the directions given by the Hon’ble Supreme Court. The Special Officer was, inter alia, directed to call a meeting of the unsecured creditors and workers to consider the schemes of Shri Raj Kumar Nemani, Shiva and Company and the respondent No. 3 before the Supreme Court. The Special Officer was also directed to file a report within five weeks from the elate of the order.
4. When the matter was once again taken up for consideration by the Hon’ble Supreme Court on 30th November, 1988, the scheme of Shri Raj Kumar Nemani was accepted and directions were given for the formulation of a detailed scheme on that basis. The Supreme Court observed that it was desirable that the workers and the creditors should be paid in accordance with the said scheme and the learned Company Judge of this Court was requested to work out the scheme.
5. On 16th June, 1989, the learned Company Judge approved the detailed scheme of management of Shri Raj Kumar Nemani. Subsequently, how ever, on 16th December, 1991, on the application of one Shri Nirmal Kumar Jalan and Anr. the said scheme of management was cancelled by the learned Company Judge on the ground that it had failed. The said order-was stayed by the Appeal Court on 18th December, 1991 and a direction was given that all creditors be paid 1 percent of their respective claims on or before 7th January, 1992.
6. The said directions were reiterated in the order of 24th March, 1992.
7. In a Special Leave Petition, being S.L.P. (Civil) No. 6505 of 1992, filed by M/s. Acumen Trading Corporation and Anr. against the Division Bench order of 24th March, 1992, the Supreme Court by its order dated 22nd March, 1993, directed payment to the unsecured creditors at the rate of 2 per cent in place of 1 per cent from 1st March, 1993. In default, the Appeal Court was given liberty to consider whether it would be proper to modify the order of stay in the light of any subsequent event.
8. On 17th December, 1993, the Supreme Court directed the Committee of Management to deposit a sum of Rs. 40 lakhs in two instalments and in case of default, the Committee of Management was to be replaced and an appropriate alternative arrangement of management was to be made.
9. On 11 th March, 1994, the Supreme Court again indicated that payments to the unsecured creditors would be made at the rate of 2 per cent per month. A further direction was given to the Committee of Management to deposit in this Court a sum of Rs. 8 lakhs each month with effect from the month of April, 1994. The matter was sent back to the learned Company Judge of this Court for the purpose of issuing necessary directions for appropriation and distribution of the said sum of Rs. 40 lakhs in deposit and the sum of Rs. 8 lakhs to be deposited by the Committee of Management each month. The Hon’ble Supreme Court also directed the sum of Rs. 40 lakhs deposited by the Committee of Management to be transferred to the account of the Registrar General, Original Side of this Court.
10. The matter thereafter came up before the learned company Judge on 7th September, 1994, and on being satisfied that the Committee of Management had failed to abide by its obligations, the learned Judge directed that the same be superseded and that the Official Liquidator-alone, should represent the company in all proceedings.
11. Thereafter on 13th December, 1994, the Company Judge gave certain other directions regarding distribution of Rs. 56 lakhs amongst six unsecured creditors on a preferential basis. The balance money was directed to be held by the Registrar subject to further orders of the Court. The Committee of Management headed by Shri Raj Kumar Nemani which had been superseded was replaced by a fresh Committee of Management consisting of one Shri Bhag Chand Jain and Shri Nirmal Kumar Jalan (Jain-Jalan Group) as sponsored and set up by M/s. Acumen Trading Corporation.
12. In appeal, the Appeal Court by its order dated 21 st September, 1995, set aside the directions for preferential payment to the six named unsecured creditors but did not interfere with the reconstruction of the Committee of Management with the Jain-Jalan group. While disposing of the appeal, the Appeal Court observed that the orders passed by the Supreme Court on 17th December, 1993, and 11th March, 1994, must be read along with the subsisting scheme which had been sanctioned.
13. When the matter again appeared before the learned Company Judge on 26th August, 1996, it was indicated that all parties would be entitled to lodge their claims with the Registrar, Original Side, within a week from the dale of the order and the Registrar would dispose of all the claims as directed by the Supreme Court within six weeks thereafter. The Registrar was also directed to furnish a report. While the reference was under progress, the Registrar put up a note to the learned Company Judge seeking directions on certain points in view of the orders passed by the Hon’ble Supreme Court and the learned Company Judge. Referring to the Scheme of Management approved by this Court and also the Supreme Court the learned Company Judge came to a definite finding that the terms of the said scheme clearly indicated that the various orders passed by the Supreme Court and this Court regarding payment were intended to be confined to those unsecured creditors as on the date of the winding up order.
14. In the order passed on 23rd December, 1996, the learned Company Judge observed that the various orders passed both by this Court and the Hon’ble Supreme Court were in furtherance of the object of reviving the company, if possible. The Scheme of Management was framed and approved accordingly, and the management of the company was vested with a Committee of Management to run the jute mill. All the orders passed after the winding up order was made were in such perspective. It was also indicated that the Scheme of Management made it clear that the unsecured creditors would be those as existing on the date of the winding up order, namely, pre-scheme creditors who would be paid such amounts as were shown against their respective names in the list of unsecured creditors annexed to the company Application No. 63 of 1987 affirmed on 27th April, 1987. It was observed further that the post scheme creditors would be free to take such steps as they may be advised for realisation of their dues.
15. Pursuant to the orders passed by the learned company Judge, the Registrar, Original Side, filed his report upon adjudication and settlement of the claims of the unsecured creditors for the acceptance of the Court. An order was passed on 9th September, 1998 on the said report. An appeal, being A.P.O.T. No. 843 of 1998, was preferred by Jardinc Henderson Ltd. against the said order and the same was disposed of by the Division Bench by its orders dated 30th November, 1998 and 1st December, 1998. From the order of the Division Bench it would be evident that there had been adjudication with regard to the question as to who would be treated as an unsecured creditor and that payment was to be made as per the approved scheme only to such unsecured creditors. Post-scheme creditors were free to take such steps as they might be advised for realisation of their dues. The Division Bench noted that no appeal had been preferred from the said portion of the findings of the learned Company Judge and that the same had attained finality.
16. It is in this background that several applications were made by different parties in the winding up proceedings, which were all specially assigned for disposal to M.H.S. Ansari, J. The learned Judge by his Judgment and Order dated 19th December, 2002, disposed of all the said applications after considering each application on its individual merits. In his said judgment Mr. Justice Ansari referred to each of the applications separately before disposing each of them by his said judgment. The learned Judge noted C.A. No. 191 of 2002 had been filed by Chaitan Chowdhury praying, inter alia, for permanent stay of the winding up order dated October 20, 1987. The learned Judge noted that C.A. No. 248 of 2000 had been filed by one Sandeep Chowdhury, describing himself as a Director of Baranagar Jute Factory Plc. with a prayer for leave to be given to the company to move the Board of Industrial and Financial Reconstruction (BIFR) to formulate a revival and/or rehabilitation scheme. It was noted that C.A. No. 186 of 2001 had been filed by one Laxmi Narayan Taparia describing himself as a shareholder of Baranagar Jute Factory Plc. praying that the winding up order dated 28th October, 1987 be permanently stayed. The learned Judge further noted that C.A. Nos. 735 of 2001, 736 of 2001 and 737 of 2001 had been filed by one unsecured post scheme creditor of the company in liquidation, claiming payment and leave to intervene in the application filed by Laxmi Narayan Taparia.
17. It was also noted in the judgment of the learned Single Judge that C.A. No. 189 of 2002 had been filed by 8 applicants claiming to be various Workers’ Unions which supported the application of Laxmi Narayan Taparia and contended that the winding up order should be permanently stayed as the jute mill was being run properly and the workers were being given work and were earning their livelihood. All the 8 Unions in one voice prayed that the jute mill should be allowed to be run by those in management. The learned Judge reported that C.A. No. 109 of 2001 and C.A. No. 417 of 2001 had been filed by M/s. Steel Emporium, a post-scheme creditor of the company in liquidation, inter alia, for a direction upon the Official Liquidator to take control and possession of the mill of the company in liquidation and for a further direction to the Official Liquidator to prepare an inventory of all assets and for’ appropriate steps to be taken for revival of the company either by formulating a fresh scheme or by evolving an alternative mechanism. A prayer was also made to restrain Shri Chaitan Chowdhury (respondent No. 3) and Ridhkaran Rakhccha (respondent No. 4) from entering the mill or dealing with the raw jute or finished goods, assets or properties of the company in liquidation.
18. The last application to be taken note of by the learned Single Judge was C.A. No. 58 of 2002, in which one Shri Manmall Jain prayed for leave to intervene in the proceeding and for a direction upon M/s. Steel Emporium to pay the dues of the applicant amounting to Rs. 74,83,636. It was averred in the application that, the Jain-Jalan Committee was nothing but a front for M/s. Steel Emporium.
19. By his common judgment and order dated 19th December, 2002, the learned Single Judge dismissed all the applications and directed the Official Liquidator to assume charge of the Company and its assets.
20. At the very outset it may be noted that all the applicants before M.H.S. Ansari, J. have not preferred appeals against the common judgment and order passed on 19th December, 2002. Although all the applications before the learned Single Judge were dismissed, appeals have only been preferred by the applicants in C.A. No. 191 of 2002, C.A. No. 186 of 2001, C.A. No. 58 of 2002, C.A. No. 109 of 2001 and C.A. No. 417 of 2001. Apart from the above, the Workers’ Unions, the applicants in C.A. No. 189 of 2002 supporting the applicant in C.A. No. 186 of 2001, Laxmi Narayari Taparia, have also preferred an appeal from the judgment and order of the learned Single Judge dated 19th December, 2002.
21. Appearing for the appellants in A.P.O. No. 57 of 2003, Mr. P.C. Sen, learned Senior Counsel, submitted that by the order dated 28th October, 1987, the learned Company Judge had directed winding up only of the West Bengal unit of the Company which was incorporated in England and at the relevant point of time had its registered office at 1, Apollo House, Broad Lands Road, London, and subsequently shifted to its present registered office at 72, New Cavendish Street, London WIMBAU, Mr. Sen submitted that the company, in its entirety, had not been wound up by the order dated 28th October, 1987.
22. In support of his submission that by virtue of the winding up order of a foreign company, the business of the company in India stood wound up. Mr. Sen referred to and relied on the decision of the Supreme Court in the case of Neptune Assurance Co. Ltd. v. Union of India AIR 1973 SC 602, wherein it was, inter alia, held that the winding up of a foreign company by an order of a Court in India really means the winding up of its business in India since by such winding up order the business of the company outside India cannot be wound up.
23. Mr. Sen submitted that on or about 7th January, 2000, Mr. Nirmal Kumar Jalan resigned from the Committee of Management constituted by the order of the learned Company Judge on 13th December, 1994, on the ground of ill-health and the other members of the Committee allegedly abandoned the management of the Jute Mill. According to Mr. Sen, at the said point of time nobody was in control of the affairs of the Company. Consequently at the request of the workers, who wanted a permanent solution and were interested in ensuring that the jute mill continued to run, the Directors of the company and/or their representatives took over the control, running and management of the jute mill on and from 21st February, 2000, to ensure continuity in the employment of the workers.
24. Mr. Sen submitted that after taking over the running of the jute mill, the then Directors of the Company filed an application before the learned Company Judge, being C.A. No. 248 of 2000, explaining the background in which the Directors had taken over possession of the Jute mill. On 16th March, 2000, the learned Company Judge appointed one Mr. Asim Ghosh and one Mr. Sandip Mukherjee, Advocate, as Joint Special Officers with a direction to make an inventory of the assets of the company, including the plant and machinery, raw materials, finished and unfinished products and to file a report in Court. By a subsequent order dated 27th March, 2000, the learned company Judge restrained the company from selling any fixed assets except in the usual course of business. The Joint Special Officers were directed to take formal possession of the company and a further direction was given that the sale of the finished goods would be conducted with the leave of the Joint Special Officers.
25. Mr. Sen submitted that no appeal was preferred against either of the two orders even though the application was moved with notice to the parties and the orders were passed in their presence.
26. Mr. Sen contended that ever since the present management took over the control of the jute mill, all the workers have been gainfully employed and as many as 4000 workers are being paid their current wages. In addition to the above, the part dues of the workers towards gratuity and other dues were also being gradually liquidated. Mr. Sen submitted that the workers were fully satisfied with the manner in which the mill is being run by the present management under the supervision of the Joint Special Officers and statutory commitments are being met.
27. Mr. Sen urged that as had been submitted on behalf of C.E.S.C. Ltd., there are no subsisting claims on account of consumption of electricity. The claims of the State Bank of India and ICICI Bank had also been settled. The Provident Fund authorities, the Employees’ State Insurance authorities and the Municipal authorities, had also received substantial payments towards their outstanding dues and they had agreed to accept the balance dues in instalments. Mr. Sen submitted that affidavits had been filed by them to that effect in the instant proceedings.
28. Mr. Sen urged that it was quite obvious that the scheme sanctioned by this Court had been virtually worked out and the present management was taking steps to ensure that the secured and statutory creditors are paid in terms of the said scheme. It was submitted that in such circumstances the Company filed an application, being C.A. No. 191 of 2002, for stay of the winding up order dated 28th October, 1987.
29. Referring to the two applications filed on behalf of M/s. Steel Emporium, being C.A. No. 109 of 2001 and C.A. No. 417 of 2000, Mr. Sen submitted that when a positive attempt was being made to revive the jute mill and the present management had paid off a large portion of the dues of the secured and statutory creditors and had succeeded in providing employment to about 4000 workers, a concerted attempt was being made to prevent the present management from continuing to run the mill. Mr. Sen submitted that having failed to run the mill, Mr. Jagniwas Gupta, who was involved with the second Committee of Management and was also behind M/s. Steel Emporium, had wanted the learned company Judge to direct the Official Liquidator to take charge of the assets and properties of the company. Mr. Sen submitted that an alternative prayer had been made for the formulation of a fresh scheme to run the jute mill for obvious reasons.
30. Mr. Sen urged that M/s. Steel Emporium could not hope to establish that any amounts were due to it from Baranagar Jute Factory Plc. simply by making a statement that the same were due and payable to them. Mr. Sen submitted that the claim of M/s. Steel Emporium had not been adjudicated upon by any competent authority nor had any demand letter been sent on its behalf to the company giving it locus standi to make the applications.
31. Mr. Sen submitted that M/s. Steel Emporium was nothing but an alter ego of the Jain-Jalan Committee which had abandoned the management of the jute mill and was now resorting to this strategy to regain control of the management of the jute mill which had turned the corner under the present management.
32. Mr. Sen submitted that although an attempt had been made to prejudice the Court by submitting that the present Directors of the company had not been appointed or inducted in accordance with law, adequate documents had been produced before the learned Company Judge to disprove such allegations. Furthermore, the reports submitted by the Joint Special Officers would show that there was no apprehension of the assets of the company being frittered away by the present management. Mr. Sen urged that the biggest endorsement of the management by the present Directors of the Company was from the workers who had in one voice wanted the present management to continue in their efforts to revive the company.
33. Mr. Sen urged that those creditors who claimed to have dues outstanding from the company should prove their claims before the competent forum and if they were able to prove their claims, the company would be obliged to make payment of their dues.
34. Mr. Sen submitted that in spite of dismissing all the various applications being considered by him, the learned Single Judge had erred in directing the Official Liquidator to assume charge of the company. Mr. Sen submitted that on account of the performance of the present management of the company and the views expressed by most of the statutory creditors and the workers, the learned Single Judge should have permanently stayed the winding up proceedings and directed the post scheme creditors, who were not covered by the scheme approved by this Court, to have their respective claims adjudicated by the appropriate forum.
35. Appearing for Laxmi Narayan Taparia and Ors., in all the matters, Mr. Jaydeep Kar, learned Advocate, supported the case made out on behalf of the present Board of Directors of the company and prayed that in view of the steps taken to revive the company in relation to its jute mill, the order of winding up was liable to be permanently stayed.
36. Mr. Kar reiterated the fact that ever since the present management had taken control of the affairs of the Jute mill there had been a turn around in the affairs of the Jute mill and not only had the majority of the workers been provided with employment, but positive steps have been taken to pay the dues of the statutory creditors, including the C.E.S.C. Ltd. Mr. Kar reiterated Mr. Sen’s submissions that affidavits had been filed in these proceedings on behalf of the statutory creditors stating that their dues had been liquidated and what was most significant was the fact that the workers had unanimously supported the endeavours of the present management to revive the company.
37. Mr. Asok Banerjee, learned Senior Counsel, appearing for Shri Manmall Jain, endorsed the submissions made by Mr. Sen and Mr. Kar and quite frankly submitted that his client’s interest lay in the revival of the company.
38. Mr. Bimal Chatterjee, learned Senior counsel, appearing for the various Worker’s Unions, submitted that in all the appeals which had been simultaneously heard by the Appeal Court, the only issue is whether the learned Single Judge had exercised his jurisdiction judiciously while vacating the order of stay of the winding up order and simultaneously directing that the company be put to liquidation by the Official Liquidator.
39. Mr. Chatterjee submitted that there were eight appellants in A.P.O. No. 55 of 2003 which represented all the workers of the Baranagar Jute Factory who were their members. According to Mr. Chatterjee, there are about 4000 worker members who are working in the mill at present. Mr. Chatterjee submitted that after the company went into liquidation on 28th November, 1987, and a scheme had been propounded by Shri R.K. Nemani, the workers had supported the said scheme with the hope that their arrear dues would be paid. It, however, transpired that the said committee started committing defaults and failed to clear not only the current wages and salaries and other statutory dues but even failed to liquidate the dues in terms of the sanctioned scheme. Ultimately, the Nemani Committee was removed and replaced by the Jain-Jalan Committee in 1994. The said Committee also received the support of the entire work force of the mill on their assurance that they would clear all the arrear dues. In this regard, however, Shri Bhag Chand Jain, who was one of the members of the Jain-Jalan Committee withdrew from the Committee within a short period of time and Shri Ninnal Kumar Jalan, the other member of the Committee, inducted Shri Jagniwas Gupta into the Committee of Management. The second Committee of Management also failed to live up to its obligations compelling the workers to file two suits, being C.S. No. 425 of 2001 and C.S. No. 452 of 2001, in this Court, for recovery of their dues.
40. Mr. Chatterjee submitted that after a while the Jain-Jalan Committee abandoned the mill without rendering any account to this Court and since the properties and assets of the company were in danger of being wasted or destroyed the workers approached the management of Baranagar Jute Factory Plc. in the United Kingdom in January, 2000 and requested the Directors to protect the valuable assets of the company and to run Jute mill so that the workers could continue to earn their livelihood. Mr. Chatterjee submitted that it became evident to the workers that various companies and firms were set up by the Jalan and Gupta combine with the sole object of siphoning the funds of the company and at that stage the workers were compelled to approach the present management which took over the running of the mill with the intention of reviving the same. Mr. Chatterjee submitted that all the workers are fully co-operating with the present management and are perfectly satisfied with the way the present management is running the mill. Mr. Chatterjee submitted that the dues of the workers are being regularly paid and their past dues arc also being cleared in a phased manner. The secured creditors have also been paid a large part of their dues and there is every chance that in the immediate future the production capacity of the mill will reach its optimum level as even the plant and machinery of the mill have been recently updated by the present management.
41. Mr. Chatterjee submitted that it is in the interest of all concerned that the jute mill should be allowed to function under the present management and the learned Single Judge had erred in directing the Official Liquidator to assume charge of the running mill which was trying to meet and was succeeding in meeting the obligations which the earlier Committees of Management were required to meet. Mr. Chatterjee submitted that without having their claims adjudicated before a competent forum, some post scheme creditors with a totally obstructive mentality had approached the Court to prevent the revival of the company.
42. Mr. Chatterjee submitted that, inasmuch as, the scheme which had been approved had virtually been worked out, the winding up proceedings were liable to be permanently stayed. Mr. Chatterjee urged that no one would be prejudiced in any manner if the jute mill was allowed to be run by the present management and the workers are confident that under the present dispensation their dues and the dues of all creditors would be paid and the mill could be saved from extinction.
43. On behalf of some of the statutory creditors it was submitted that the present management had taken positive action to revive the company and to meet the outstanding dues and liabilities of the various creditors. It was submitted that the present management had acted responsibly ever since it began to run the mill under the overall supervision of the Joint Special Officers.
44. The only dissenting note to the plea to allow the jute mill to be run by the present management of the company was struck by M/’s. Steel Emporium. Appearing on its behalf, Mr. Jayanta Mitra, learned Senior Counsel, submitted that the present management had quite illegally and wrongfully taken over the control of the jute mill despite having knowledge of the fact that the learned Company Court had appointed two Joint Special Officers to take over the assets of the mill since the Committee of Management appointed by the Court had abandoned the jute mill to its fate. Mr. Mitra submitted that if the present management had bona fide intentions of reviving the company it would have applied and obtained proper orders from the learned company Judge without surreptitiously taking over the control of the jute mill and its assets.
45. Mr. Mitra submitted that, although, certain documents had been filed regarding the status of the persons claiming to be Directors of the company, there were certain anomalies on the face of the documents themselves which raised questions about their authenticity. Mr. Mitra submitted that taking advantage of the fact that the Committee of Management had abdicated its responsibilities without informing the court the present management had as interlopers taken the control of the jute mill with the intention of siphoning out whatever was left in the mill to defeat the claims of genuine creditors who had come to the aid of the Committee of Management in supplying raw materials so that the mill could be run. Mr. Mitra submitted that it is only by selling of the goods, both finished and unfinished, that the present management had made certain payments mainly to the workers in order to win them over and to obtain their support in preventing the Official Liquidator from taking appropriate steps in terms of the winding up order passed as far back as in 1987.
46. Mr. Mitra submitted that the interlopers who had taken over the control of the mill without the sanction of the Court, should not be allowed to continue further with the management of the Company and the Official Liquidator should be allowed to take steps in accordance with law.
47. Mr. Mitra was supported in his submissions by Mr. Bhaskar Sen, learned Senior Counsel, appearing for some of the applicants before the learned Single Judge who had not, however, preferred separate appeals against the order of the learned Single Judge dismissing their applications. Mr. Sen urged very much the same point as urged by Mr. Mitra and attempted to point out certain anomalies in the reports filed by the Joint Special Officers pursuant to the directions given by this Court. Mr. Sen submitted that the Joint Special Officers were only acting at the behest of the persons claiming to be the present Directors of Barariagar Jute factory Plc. and were acting as rubber stamps for their activities. Mr. Sen urged that without the balance sheet of the previous years it would not be possible to assess the current status of the Company.
48. Mr. Sen contended that in the circumstances mentioned above, the learned Single Judge had rightly directed the Official Liquidator to take possession of whatever was left of the assets of the company in liquidation to prevent the same from being misappropriated by those claiming to be at present in management and control of the jute mill.
49. At this point it may be mentioned that on our directions the Joint Special Officers had filed a report in support of their earlier submissions that they had been acting strictly in terms of their appointment. It was submitted that the affairs of the jute mill were being conducted under their supervision and purchase of raw goods and sale of finished products were being effected by the present management with the knowledge and consent of the Joint Special Officers. In the report filed by the Joint Special Officers it has been stated that they had been regularly visiting the mill which appeared to be running satisfactorily under the present management.
50. We have carefully considered the submissions made on behalf of the respective parties and the report filed by the Joint Special Officers. We have also taken note of the fact that except for some of the post scheme creditors, whose claims are yet to be adjudicated, all the parties to the proceedings, including statutory creditors and the workers, have unanimously approved the manner in which the company is now being run. They have in one voice endorsed the manner in which the company is being run with the positive intention of reviving the company.
51. It is true, that the present management took over the management of the company without the leave of the Court, but, it was at a point of time when the company was adrift without any helmsman at the oar since the Committee of Management appointed by the Court had abdicated its responsibilities without informing the Court and without obtaining the leave of the Court. In fact, the present management appears to have been taken control of the management of the mill at a rather inopportune moment at the request of the workers who would have had no alternative but to lace unemployment and starvation. Although, we cannot approve the manner in which the present management has taken control of the mill, we can appreciate the circumstances which compelled them to do so.
52. It is to the credit of the present management that they have apparently succeeded in turning the company around and resurrecting the jute mill. While the workers have jointly supported the achievements of the present management, the statutory creditors have also come out in support of the present management.
53. However, the present management does not have any legitimate status before us which would enable us to allow their prayer for permanent stay of the winding up proceedings. For the said purpose it will have to be examined in some details as to whether the scheme has actually been worked out to the satisfaction of the learned Company Judge who has also to satisfy himself with regard to the status of the persons claiming to be the present Directors of the Company. This is all the more necessary because the company is registered in the United Kingdom and the winding up order extends only to its business dealings in India.
54. From the materials before us we are satisfied that the persons presently in management have made serious attempts to revive the company and they should be given a chance to legitimize their claim before the learned company Judge for permanent stay of the winding up proceedings.
55. We, therefore, dispose of all these appeals by allowing the present set of Directors of Baranagar Jute Factory Plc., whose names are duly recorded as such Directors with the Company House in London, to function as the Committee of Management for a period of six months from the date of this order on the same terms and conditions as those applicable to the earlier Committees of Management, with leave to the said Directors to apply for further orders before the learned Company Judge within three months from dale and the learned company Judge is requested to satisfy himself as to the status of the persons claiming to be the Directors of the Company and to reconsider the entire matter in the light of the facts indicated in this judgment and the observations made therein.
56. The judgment and order of the learned Single Judge under appeal is set aside and the joint Special Officers are also directed to continue to oversee the management and the affairs of the company on the same terms and conditions and for the same purposes for which they had been appointed.
57. This order disposes of all the seven appeals taken from the common judgment in the different application filed in connection with C.P.No. 2 of 1987.