Calcutta High Court
Sri Chaitan Choudhury & Anr vs The Official Liquidator & Ors on 4 December, 2019
Author: Subrata Talukdar
Bench: Subrata Talukdar
IN THE HIGH COURT AT CALCUTTA
CONSTITUTIONAL WRIT JURISDICTION
ORIGINAL SIDE
PRESENT:
The Hon'ble Justice Subrata Talukdar
C.A. No. 906 of 2010
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C.P. No. 2 of 1987
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CA No. 36 of 2013
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TA No. 125 of 2013
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CA No. 26 of 2014
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CA No. 309 of 2013
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CA No. 321 of 2013
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CA No. 324 of 2014
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CA No. 358 of 2014
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CA No. 388 of 2013
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CA No. 39 of 2013
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CA No. 59 of 2013
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CA No. 99 of 2014
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CA No. 901 of 2010
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CA No. 577 of 2010
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CA No. 641 of 2009
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CA No. 126 of 2005
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CA No. 740 of 2005
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CA No. 302 of 2005
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CA No. 586 of 2010
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CA No. 370 of 2009
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CA No. 957 of 2010
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CA No. 259 of 2015
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CA No. 361 of 2015
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CA No. 384 of 2015
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CA No. 476 of 2015
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CA No. 484 of 2015
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CA No. 620 of 2015
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CA No. 31 of 2016
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CA No. 512 of 2016
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CA No. 543 of 2016
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CA No. 811 of 2016
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CA No. 816 of 2016
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CA No. 817 of 2016
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CA No. 818 of 2016
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CA No. 905 of 2016
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CA No. 1 of 2017
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CA No. 3 of 2017
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CA No. 10 of 2017
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CA No. 13 of 2017
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CA No. 14 of 2017
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CA No. 27 of 2017
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CA No. 35 of 2017
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CA No. 662 of 2014
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CA No. 99 of 2017
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CA No. 156 of 2017
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CA No. 214 of 2017
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CA No. 251 of 2017
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CA No. 252 of 2017
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CA No. 303 of 2017
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GA No. 2368 of 2017
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CC No. 111 of 2015
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CC No. 75 of 2016
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CC No. 1 of 2017
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CC No. 20 of 2017
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CA No. 480 of 2017
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CA No. 484 of 2017
The Baranagore Jute Factory PLC
And
Sri Chaitan Choudhury & Anr.
-vs.-
The Official Liquidator & Ors.
For the Appearing Parties : Mr. Surajit Nath Mitra, Sr. Adv., Mr.
Abhrajit Mitra, Sr. Adv., Mr. Pramit Kr. Ray, Sr. Adv., Mr. Pradip Kumar
Dutt, Sr. Adv., Mr. Debashis Kundu, Sr. Adv., Mr. Siddhartha Mitra, Sr.
Adv., Mr. Jishnu Saha, Sr. Adv., Mr. Dhrubo Ghosh, Sr. Adv., Ms. Manju
Agarwal, Mr. Subhransu Ganguly, Mr. Jaydeb Ghorai, Mr. Jishnu
Chowdhury, Mr. Sarvapriya Mukherjee, Mr. Pranit Bag, Mr. Y. Kochar, Mr.
A. Agarwalla, Mr. Saugata Banerjee, Mr. D.K. Jain, Mr. Ishan Saha, Mr.
Bajrang Manot, Mr. R. Upadhyay, Mr. Anirban Ray, Mr. Soumabho Ghose,
5
Mr. Prasanta Naskar, Mr. S. Sarkar, Mr. Aditya Kanodia, Mr. Abhishek
Halder, Mr. Binay Ch. Dhara, Mr. B.K. Jain, Mr. A. Jain, Mr. Deepak Kr.
Singh, Mr. Rajib Mullick, Learned Advocates.
Heard on : 08/08/2018, 27/08/2018,
10/09/2018, 17/09/2018,
26/09/2018, 01/10/2018,
03/10/2018, 10/10/2018,
12/11/2018, 14/11/2018,
16/11/2018, 19/11/2018,
26/11/2018, 28/11/2018,
30/11/2018, 03/12/2018,
12/12/2018, 14/12/2018,
17/12/2018, 19/12/2018,
02/01/2019, 04/01/2019,
07/01/2019, 09/01/2019,
11/01/2019, 16/01/2019,
18/01/2019, 21/01/2019,
25/01/2019, 28/01/2019,
30/01/2019, 01/02/2019,
04/02/2019, 06/02/2019,
08/02/2019, 18/02/2019,
20/02/2019, 22/02/2019,
25/02/2019, 27/02/2019,
01/03/2019, 04/03/2019,
06/03/2019, 08/03/2019,
11/03/2019 & 13/03/2019
6
Judgment on : 04/12/2019
Subrata Talukdar, J:
Like the Sun which is centre of our Galaxy, the Milky Way, at the
centre of all the above noted connected applications is the winding-up
petition filed close to 32 years ago and numbered as Company Petition
2/1987 (for short CP 2/1987).
CP 2/1987 seeks winding-up of Baranagore Jute Factory PLC (for
short the Company or only BJF). The Company Applications (CAs), like
planets, moons, comets, asteroids and other galactical matter, circle CP
2/1987 drawn by its centrifugal force. The force that attracts the galactical
matter is a pot of around Rs. Ninety Five Crores and odd lying in deposit
with the Registrar, Original Side, High Court at Calcutta. In terms of several
orders of the Hon'ble Court reiterated from time to time read in the light of
solemn orders of the Hon'ble Apex Court, the money lies invested in a short
term fixed deposit with a Nationalized Bank.
The origin of the pot of money is the compensation paid by the
National Highways Authority of India (NHAI) towards acquisition of the lands
of the Company. Also, the period of 32 years from the filing of CP 2 in 1987
to the present day can be broadly divided into two major halves.
The first half of the saga that is BJF can be best summarised by
respectfully quoting the judgement of the Hon'ble Apex Court in Civil Appeal
7
No. 4101-4103 of 2004 delivered on the 24th of May, 2006 and more
famously known by its nom de guere, In Re: Radheshyam Ajitsaria reported
in 2006 (11) SCC 771. The quote reads as follows:-
"BACKGROUND FACTS:
Baranagore Jute Mills PLC (for short `the Company')
was under the management of Jardine Henderson
Limited. On the failure of the jute factory to pay dues
of several of its creditors, various winding-up
petitions were filed in the High Court under the
provisions of the Companies Act, 1956. By an order
dated 28.10.1987, the Company Judge directed
winding-up of the Company. The Court appointed the
Official Liquidator with a direction to take possession
of the assets of the said Company. An application
was made by one - Shri Raj Kumar Nemani praying
for stay of the winding-up proceedings of the
Company and for revival of the Company as per a
Scheme submitted and for appointment of an ad hoc
Committee of Management to run the affairs of the
said Company. The six Unions agreed to the Scheme
as it was to the benefit of the workers. The learned
Company Judge stayed the winding up by order
dated 15.9.1988 and appointed an ad-hoc Committee
of Management to re-open the mills, but however
maintained the assets of the Company under the
Official Liquidator. One of the creditors filed an
appeal against the order dated 15.09.1998. An
interim order was passed by the Division Bench of
the High Court appointing Joint Special Officers
under whose supervision the Committee of
Management was to be constituted on an ad-hoc
basis with other directions.
Mr. Raj Kumar Nemani being aggrieved by the order
dated 27.09.1988 passed by the Division Bench filed
a special leave petition before this Court on
07.10.1988 and this Court, by an order dated
30.11.1988 directed that the scheme proposed by Raj
Kumar Nemani supported by the workers and
unsecured creditors be accepted with a direction for
implementation of detailed Scheme. The learned
Company Judge was directed to work out the
Scheme.
8
The order passed by this Court on 30.11.1988 reads
as under:-
"R.K. Nemani & Anr. .. Appellants
-Versus-
Shiva & Co. & Others .. Respondents
ORDER
Special leave granted. Heard, learned counsel for the parties.
Having regard to the scope of this appeal and having considered the report of the Special Officer, dated 13th November 1988 made pursuant to the order of this Court, we are of the opinion that the scheme supported by the workers and unsecured creditors of Raj Kumar Nemani, be accepted and a detailed scheme on that basis be formulated. It is desirable that the scheme be implemented as soon as possible and the workers and the creditors should be paid in accordance with the scheme, approved today. Further, the appeal is disposed of with a direction to work out the scheme by the learned Company Judge, Calcutta High Court, who is seized of the matter. It is contended by some of the secured creditors that by the operation of the scheme, the assets of the secured creditors should not be allowed to be affected. This contention of the secured creditors may be agitated before the Company Judge, if they are so entitled. All intervention applications are dismissed without prejudice to their rights, if any, to applicants move the Company Judge, Calcutta High Court.
We express our appreciation of the work of the Special Officer and on the report he has submitted. The remuneration of the Special Officer is filed at Rs.5,500/- and to be paid out of the assets of the Company. The orders of the learned Single Judge and the Division Bench are modified to the aforesaid extent.
The appeal is disposed of accordingly. No order as to costs.
Sd/-
(Sabyasachi Mukharji) 9 Sd/-
(S. Ranganathan) New Delhi, 30th November, 1988."
The learned Company Judge approved the Scheme on 16.6.1989. The Scheme, inter alia, provides for payment of all unsecured creditors, workers, secured creditors, statutory dues etc. On 02.05.1990, appellant No. 1 resigned from the Management of the Company.
The learned Company Judge, while considering several applications made by unsecured creditors complaining that they were not paid by the Committee of Management, made an order dated 16.12.1991 cancelling the Scheme, observing that the Scheme had totally failed.
On an appeal preferred by the Committee of Management against the order dated 16.12.1991, the Division Bench of the High Court made an interim order dated 18.12.1981, reiterated on 24.3.1992 directing payment of 1% of the respective claims to all creditors on or before 7.1.1992. The Bench also stayed the order passed by the learned Company Judge dated 16.12.1991 ordering cancellation of the Scheme. A special leave petition was filed against the order dated 24.03.1992 by one of the creditors. This Court directed the appeal pending before the Division Bench of the High Court to be disposed of expeditiously, while also directing payment to the unsecured creditors to be made @ 2% per month from 01.03.1993. The said order dated 22.03.1993 in S.L.P.(C) No. 6505 of 1992 reads as follows:-
"Acumen Trading Corporation & Anr. .. Petitioners
-Versus-
Committee of Management of Baranagore Jute Factory & Ors. ..Respondents Dated : 22nd March, 1993 Coram: Hon'ble The Chief Justice 10 Hon'ble Mr. Justice A.S. Anand ORDER
1. We have heard counsel for all the parties.
2. By an order dated 16th December 1991, the learned Company Judge of the Calcutta High Court cancelled the scheme earlier sanctioned on the ground that the terms of the scheme particularly in the matter of the schedule of payments to the creditors had not been complied with. That order was carried up in appeal before the Division Bench of the High Court, which by its order dated 24th March 1992 now under appeal, stayed the order of the learned single Judge. The Division Bench directed that instead of payment of 2% p.m. to the unsecured creditors contaminated by the scheme, there should be payment of 1% p.m. That was the effect of the order dated 24th March 1992 of the Division Bench, when it referred to and incorporated its earlier order dated 18th December 1991.
3. It is not disputed that payments to the unsecured creditors have not proceeded strictly in terms of the scheme. There is substantial short-fall. The parties who have taken over the company under the scheme and who are liable to effect payments to the creditors in terms of the scheme cannot take shelter behind the fact that auditors of the company have not scrutinised the books of account of the company. That is a matter over which the unsecured creditors have no control. Till the auditor examine the books of account and report that the claim of the extent of the claim of the unsecured creditors was not supportable, there could be no suspension of the scheme of payments.
4. On a consideration of the matter it appears appropriate that the appeal before the Division Bench of the High Court requires to be disposed of expeditiously. We request the High Court to dispose of the appeal within three months.
5. In the meanwhile payment to the unsecured creditors should proceed at the rate of 2% p.m. from 1st March 1993 and not at 1%. The difference for the 11 past on that calculation shall be made good within three months from today. If there is failure to do so, it will be appropriate for the Division Bench to put that circumstance also into scale in deciding whether the order of the learned single Judge setting aside the scheme should be interfered with in appeal or not .."
6. However, the order of the Division Bench staying the operation of the order dated 16th December 1991 of the learned single Judge will continue unless the Division Bench itself considers it appropriate to modify the same in the light of any subsequent event. The Division Bench shall also be at liberty to consider any applications for the modification of the scheme.
With these observations and directions the special leave petition is disposed of.
Sd/- Sd/- (Virender K. Sharma) (S.R. Thite) Court Master CourtMaster"
By subsequent orders, this Court directed the Committee of Management to deposit Rs. 40 lacs in two instalments which was to be deposited in the Registry of this Court. The said amount was kept in term deposits. On 11.03.1994, this Court set aside the order of the Division Bench of the Calcutta High Court passed on 24.03.1992 reducing rate of payment from 2% to 1%. This Court also directed the Committee of Management to deposit from the month of April, 1994 onwards a sum of Rs. 8 lacs per month with the Registry of Calcutta High Court. Further directions were also issued while remanding the matter back to the learned Company Judge for distribution of Rs. 40 lacs amongst the creditors. The above order reads as follows:-
"Acumen Trading Corporation & Anr. .. Petitioners Versus Committee of Management of Baranagore Jute Factory & Ors. .. Respondents 12 ORDER We have heard counsel on both sides, originally the learned Company Judge in the High Court directed the "Committee of Management" to deposit sums equivalent to 2 per cent per month calculated on the basis of the extent of unsecured indebtedness of the company. Subsequently, there was a modification of this order as to the rate of the payment reducing the extent from 2 per cent month 1 per cent per month. This was done by the appellate bench. The unsecured creditors have come up against this order. The unsecured creditors claim that debts due and owing to them are in the neighbourhood of Rs.3.4 crores and that it would take a long time for payment if only 1% per month is paid.
In the meanwhile, the Committee of Management has deposited in the Registry of this Court, a sum of Rs.40 lacs under directions of this Court. The said sums are in term- deposits with the bank.
On a consideration of the matter, we set aside the order of the Division Bench reducing the amount from 2 per cent per month to 1 per cent per month. The Committee of Management shall from the month of April 1994 onwards, deposit every month sum of Rs.8 lacs. Deposits will be made in the High Court.
The matter will now go back to the learned company Judge, Calcutta High Court who will issue necessary directions as to the appropriation and distribution of Rs. 40 lacs now in deposit, amongst the creditors and also as to the distribution of the sum of Rs. 8 lacs to be deposited every month by the Committee of Management. It is made clear that if the Committee of Management commits default in the matter of these deposits and fall in arrears for any two months, it will be appropriate for the Company Court to replace the Committee of Management by an appropriate alternative mechanism. The amount of Rs.40 lacs in deposit in this Registry shall be transferred to the account of the Registrar (Original Side), High Court of Calcutta, together with accrued interest immediately after the present deposits mature.13
A grievance was aired by the petitioners that the Committee of Management is appropriating to itself the funds of the Company towards its alleged claims as unsecured creditor. Sri Santosh Hegde says this is impermissible. It is open to the petitioners to move the Company Judge in this regard. The contention of the Committee of Management on this point is also left open.
The interlocutory applications are disposed of accordingly.
Sd/-
CJI Sd/-
(S. Ratnavel Pandian) New Delhi, March 11, 1994."
On 13.12.1994, the learned Company Judge appointed a new Committee of Management composed of the Jain-Jalan group, while issuing necessary directions for deposit of Rs. 64 lacs by the Jain-Jalan group with the Registrar of the High Court. The Company Judge also directed certain lump sum payments to six substantial creditors, except Nemani Group on the basis of the list approved in the Court's Scheme prior to cut- off dates in October, 1987 before issuing advertisement inviting claims from creditors, while directing payments to be made to certain parties.
An appeal against the said order dated 13.12.1994, the Division Bench allowed the Jain-Jalan group to continue and carry on with the process of the Scheme, but set aside the direction for preferential payment to six named unsecured creditors.
The learned Company Judge by order dated 23.12.1996 also directed all unsecured creditors to lodge their claims with the Registrar of the High Court. The learned Company Judge, on the note of the Registrar, directed, inter alia, the Registrar of the High Court to confine to the claims of those unsecured creditors as on 28.10.1987 i.e. the date of winding-up order and the amounts quantified against their 14 names in the list of unsecured creditors appended to the Company Application No.63 of 1987 affirmed on 27.4.1997. Pre-scheme unsecured creditors including the appellants lodged their respective claims with the Registrar on 27.02.1997. The Registrar submitted the second report excluding the names of the appellants (Radheshyam Ajitsaria) while including the name of the Nemani group. The Company Judge, on an application filed by the appellants (Ajitsaria's group) directed the Registrar to hear to the submissions of the appellants with regard to their exclusion. The appellants made their submissions and filed written notes in support of their contentions before the Registrar and thereafter the Registrar, on 23.04.1997, submitted a report including names of the appellants (Ajitsaria's group) as persons entitled to receive payments in terms of the Scheme. The Company Judge, by a detailed judgment dated 9.9.1998 directed the Registrar to make payments of all creditors as per the revised statement enclosed to the Supplementary (Second) Report, except to the Nemani group. The Division Bench, in an appeal against the order dated 09.09.1998 filed by Jardine Handerson Ltd., made an order on 30.11.1998/1.12.1998 set aside the Registrar's report insofar as the same exceeded the amount mentioned in the list annexed to Company Appln. No.63 of 1987. The Registrar, despite the appellants not being held as part of the Nemani group, however, did not make any payments to the appellants. The appellants filed an application by way of Notice of Motion, inter alia, praying for modification of the order dated 09.09.1998 and for a further direction not to treat the appellants as part of the Nemani group with a further prayer for immediate payment in terms of the sanctioned Scheme. On 08.03.2001, the learned Company Judge directed payments to be made to the appellants, inter alia, holding that the appellants were not the part of the Nemani group and that their claims were already adjudicated upon and settled by the Registrar, Original Side. One Shri Chetan Chowdhury claiming himself to be one of the Directors of the Company filed an appeal against the order dated 08.03.2001. The Division Bench, while granting liberty to the appellants to withdraw the amount deposited against its name/claim by furnishing a Bank Guarantee also recorded that it is not clear as to why Chetan Chowdhury and his group 15 could be in the possession of the Company and listed the appeal for further directions.
On 14.05.2001, the appellants - Ajitsaria's group received payments from the Registrar of the High Court upon furnishing the requisite Bank Guarantee. Learned single Judge of the High Court passed an order on 19.12.2002, inter alia, holding that the possession of the Company by the alleged Board of Directors was wrongful, while directing the Official Liquidator to take possession of the Company (in liquidation). Several appeals were preferred from the order. The Division Bench, while staying the operation of the order dated 19.12.2002, directed the Joint Special Officers to take possession.
The Division Bench in appeals filed against the order dated 08.03.2001 made an order dated 3.3.2004 directing re- adjudication of the claims of the appellants which had already been adjudicated. According to the appellant, the Division Bench without appreciating that the appeal itself was not maintainable having been filed by 9 outsiders having no locus standi is not correct in directing re- adjudication of the claims of the petitioner. The Bench also dis-allowed the appellant's rights to claim the said amount as a member approved in the list of unsecured creditors distinct from the Nemani group. Being aggrieved by the impugned judgment dated 3.3.2004, the appellants filed the above appeals in this Court. This Court, on 08.04.2004, issued notices in the special leave petitions and also directed that the Bank Guarantee filed by the appellants with the Registrar of the High Court on the original side shall be kept renewed until further orders. By order dated 12.07.2004, leave was granted. The Registrar of the High Court issued two certificates, inter alia, certifying that the last instalment of Rs. 8 lacs was deposited on 8/9.12.1999 and also certified that a sum of Rs.2,09,70,647.56 p. was lying with the Registrar in a separate account."
The second half of the saga finds mention in the judgment of the Hon'ble Division Bench of this Court dated the 14th of August, 2014 in CP 16 2/1987 with its connected applications numbered as A.C.O. No. 38 of 2014, A.C.O. No. 58 of 2014, A.C.O. No. 62 of 2014, A.C.O. No. 64 of 2014, A.C.O. No. 133 of 2014, A.C.O. No. 134 of 2014, A.P.O.T. No. 122 of 2014, C.P. No. 2 of 1987. The Hon'ble Division Bench, inter alia, held as follows:-
"Before entering into the merit of this Appeal, let us give the short background of the case leading to filing of this appeal. Baranagore Jute Factory PLC (hereinafter referred to the company) went into liquidation in 1987. However, subsequently in 1988 the winding up order was stayed until further orders. Taking over possession of the assets of the company by the official liquidator was stayed and the company was allowed to run its business under the Committee of management constituted by the Company court, to revive the said company in term of the revival scheme accepted by the Court. Subsequently, a B.I.F.R. proceeding was set into motion for declaring the said company as "Sick Company". In the said proceeding a question cropped up as to applicability of the Sick Industrial Companies (Special Provisions) Act, (hereinafter referred to as the said Act) to the said company as the said company was incorporated in a foreign country. The Writ Court answered the said question in the negative. Appeal Court reversed the decision of the Writ Court. The BIFR proceeding wherein the Baranagore Jute Factory PLC was sought to be declared as a "sick company" went up to the Hon'ble Supreme Court after taking note of the fact that the said company received a sum of Rs. 170 crores was paid by National Highway Authority of India to the said company which is presently lying with the Registrar, Original Side, High Court, Calcutta and the company would be left with a surplus of about Rs. 50 crores after meeting all its losses and liabilities, held that the said company can no longer fall within the ambit of the expression "sick industrial company" as defined in Section 3(i)(o) of the SICA. Considering the improved financial health of the said company, the 17 Hon'ble Supreme Court held that the question as to whether the company, which was incorporated and registered in England having its business and assets in India can maintain any application for reference before the Board of Industrial and financial Reconstruction (in short BIFR) under the provision of Sick Industrial Companies (Special Provision) Act has practically become academic and redundant. Hence without deciding the said question finally, the special leave Petition arising out of the said BIFR proceeding was disposed of by the Hon'ble Supreme Court without making any observation therein as to the entitlement of any particular group of shareholders to run and manage the affairs of the said company, and the said issue was left open to be decided by any forum competent in law. Even the issue as to whether the winding up proceeding against the said company was permanently stayed or not, remained unanswered in the said Special Leave Petition. The Hon'ble Supreme Court declined to make any observation on the said issues as the parties made conflicting contentions on the issue regarding rights of particular group of shareholders viz. the Appellant herein to control the management of the company and further due to the reason that the interveners did not concur with the appellant on the issue regarding permanent stay of the winding up proceeding against the said company, which according to them, is yet to be decided by the High Court.
It is worth mentioning here that though an application was filed by the appellant before the Hon'ble Supreme Court praying for permission to withdraw the amount deposited with the Registrar (Original Side), High Court, Calcutta but neither the said application was placed before the Hon'ble supreme Court nor any order was passed by the Hon'ble Supreme Court on the said application of the appellant. After disposal of the said Special Leave Petition, the appellant herein, claiming to be the present Directors of the said company filed an application before the Company Court praying for leave to withdraw the money deposited with the 18 Registrar (Original Side), High Court, Calcutta. Some other reliefs were also claimed by the appellants in the said application before the Learned Company Court.
After taking note of the rival contentions of the parties regarding the scope of enquiry in several pending applications including one, wherein the competence of the appellant herein to obtain an order for refund of the said deposited money is seriously under challenge, the Learned Company Court thought it fit to decide all those pending applications including the applications made by Judges' Summons taken out by M/s. L.P. Agarwalla & Co. supported by an affidavit affirmed by one Sri Vijay Pugalia on 10th December, 2013, registered as TA No.125 of 2013, praying for direction to make over the money deposited in terms of the order dated 23rd February, 2011 together with interest to the applicants, at a time. Accordingly, direction was given to the appellant/petitioner to serve copy of the said application upon such of the parties who may desire to have a copy thereof so that the affidavits may be exchanged between the parties who are interested to file such affidavits in the said proceeding and all those applications can be decided simultaneously after exchange of affidavits between the parties.
The legality and/or validity of the said order passed by the Learned Company Court on 28th February, 2014 in TA No. 125 of 2013 heard alongwith the other pending applications, is under challenge before us in this Letters Patent appeal."
It is relevant to mention that before the Hon'ble Apex Court as decided by the judgement dated 24th May, 2006 (supra), the primary issue was one as to whether the workers' union of the Company could maintain an application under Section 529A of the erstwhile Companies Act, 1956 (for 19 short the 1956 Act), which is however the Act applicable in determining the questions that have arisen in the present proceedings.
While answering the claim of the workers' union under Section 529A (supra) in the negative, the Hon'ble Apex Court was pleased to also observe as follows:-
"In any event since the Company is functioning as a going concern on and from the date of implementation of the Scheme of Arrangement as formulated and approved by the High Court as well this Court, the question of the workers at this stage when the winding-up proceedings have been permanently stayed under Section 466 of the Companies Act, 1956 to state to have a better claim by virtue of Section 529A of the Companies Act, 1956 does not and cannot arise. The workers having a priority over creditors can come into play only if the winding-up process is in motion and the Official Liquidator takes steps to formalize the winding-up. In the instant case, after the Scheme had been sanctioned, the question of winding-up would arise only if the order of permanent stay granted was to be lifted on any party's complaining of failure of the Scheme or inability on the part of the Company to make payments either in terms of the scheme or otherwise. The contention to the contrary raised by Mr. Nariman has no force."
It is the above observations of the Hon'ble Apex Court In Re:
Radheshyam Ajitsaria which is the bedrock of the submissions advanced by Mr. Abhrajit Mitra, Learned Senior Counsel appearing for the Management claiming to be presently in control of BJF. Mr. Mitra submits that the concept of a going concern, as observed by the Hon'ble Apex Court, is incompatible with the concept of the Company to be in liquidation. Relying 20 on a plethora of authorities, Mr. Mitra submits that the judgement In Re:
Radheshyam Ajitsaria, including the portion quoted above, even if, arguably considered as an Obiter, the same has binding effect. Accordingly, Mr. Mitra essentially lays claim to be paid the land compensation money in its capacity as the present management.
The further stand is taken by Mr. Mitra that the pattern of shareholding of the Company, which is registered in the books of England, has changed. None of the other parties to the present lis hold majority shares in the Company. After the business of the Company in India was referred to the Board for Industrial and Financial Reconstruction (BIFR) and the Company ultimately found to have returned to viability with the compensation amount relatable to its coffers, added to an earlier compensation received amounting to Rs. 170 Crores, the Hon'ble Apex Court correctly decided that as a going concern enjoying a permanent stay of winding up, neither the workers nor the so-called creditors enjoy any legal status to claim their alleged dues.
Mr. Mitra submits that after meeting all current liabilities, the Company shall be left with a surplus of Rs. 50 Crores and such has been recognised by several orders of this Court passed from time to time. Arguing that the Court should not stand in the way of the money being handed over to the present management in the interests of all, Mr. Mitra emphasises that this is neither a classical nor, a typical case of winding-up covered by the Companies Act, 1956.21
The stand of the present purported management is supported by other Learned Counsel, Mr. Siddhartha Mitra, Mr. Pradip Dutta and Mr. Jishnu Chowdhury, claiming to represent several entities and workers who are respectively and presently associated with Mr. Mitra' clients and depend on the Company for their livelihood.
Per contra, Mr. Pramit Kumar Ray, Ms. Manju Agarwal, Mr. Jishnu Saha, Mr. Debashis Kundu, Mr. Dhruba Ghosh and other Learned Counsel opposing Mr. Mitra, raise serious doubts about the credibility and credentials of the present purported management to be able to run the Company and therefore be lawfully entitled to receive the compensation money. The attention of this Court is also drawn to doubts expressed by several Hon'ble Benches in the past including the order of the Hon'ble Division Bench dated the 14th of August, 2014 (supra). For the benefit of this discussion the relevant portions of the order dated 14th August, 2014 are set forth herein below:-
"Let us now consider the legality of the said order in the facts of the instant case. On overall consideration of the facts before us, we are of the view that the entitlement of the appellant/applicant to receive the money deposited with the Registrar (Original Side), High Court, Calcutta largely depends upon the fate of a pending application filed by one of such interveners, wherein entitlement of the appellant/applicant to receive the said deposited money, was disputed. The said application is still under consideration before the Company Court.
In this regard Mr. Sengupta, Learned Senior Counsel, appearing for the appellant tried to impress upon us that the said issue is no longer res integra as the 22 said issue had already been decided by the Hon'ble Supreme Court on 24th May, 2006 while disposing of Civil Appeal No. 4101-4103 of 2004. Drawing our attention to the said judgment, where the company was described as a going concern and a reference was made about the permanent stay of the winding up proceeding granted under Section 466 of the Companies Act, 1956, Mr. Sengupta, Learned Senior Counsel contended that the dispute which some interveners are now trying to raise by contending that the winding up proceeding against the said company is still alive, is contrary to the aforesaid finding of the Hon'ble Supreme Court made in Civil Appeal No. 4101-4103 of 2004. Mr. Sengupta, thus; contended that since the Hon'ble Supreme Court has already declared that the winding up proceeding has been permanently stayed, the said issue cannot be reagitated before the Company Court, as according to him, it is now a closed chapter. He thus submitted that since his client being the Directors of the said company are now in control and management of the affairs of the said company, they have the right to receive the money deposited to the credit of the said company with the Registrar (Original Side) of this High Court.
Such contentions of Mr. Sengupta, was refuted by the Learned Counsels appearing for different groups of interveners, i.e. the shareholder, the workers union and the unsecured creditors, as according to them the issue as to whether the winding up proceeding has been permanently stayed or not is still an alive issue which is required to be resolved by the Company Court.
Contradictory stand, taken by the parties against each other on the issue of permanent stay of the winding up proceeding, leads us to investigate deep into the matter to find out the present stage of the said winding up proceeding. In this regard, it is worth mentioning here that apart from mentioning that the Company is a going concern and the winding up proceeding against the said company has been 23 permanently stayed under Section 466 of the Companies Act, 1956, by the Hon'ble Supreme Court in the said judgment dated 24th May, 2006 passed in the Civil Appeals No. 4101-4103 of 2004, the order passed by the Company Court and/or any other competent Court staying the winding up proceeding against the said company permanently under Section 466 of the Companies Act, 1956, could not be produced before this Court by the appellant/petitioner in spite of repeated insistence of this Court. An order of permanent stay of the winding up proceeding is a judicial order to be passed by the Company Court under Section 466 of the Companies Act, 1956 which the appellant/petitioner has failed to produce before this Court.
In this regard, our attention was drawn by the Learned Counsels appearing for the different groups of interveners, such as the shareholders, the Workers Union and the unsecured creditors, to several orders passed by the Company Court and/or the Appeal Court in connection with the winding up proceeding, and/or the appeal arising therefrom as well as the orders passed by the Writ Court and /or the Appeal Court in connection with the the BIFR proceeding and/or the appeal arising therefrom which clearly indicate the sometimes Committee of Management was constituted by the Company Court and/or the Appeal Court to run the management of the said company and sometimes Special officers were appointed by this Court either in the winding up proceeding or in the said BIFR proceeding to discharge certain specified duties and sometimes Board of Management was constituted for running the business of the said company by the Court in the BIFR proceeding and some of such orders were passed long after the order was passed by the Hon'ble supreme Court on 24th May, 2006 in the aforesaid Civil Appeal Nos. 4101-4103 of 2004. If the winding up proceeding was permanently stayed, then how the affairs and the management of the said company were directed to be managed by the Committee of Management and/or the Board of 24 Management and/or under the supervision of the Special Officer was the Official Liquidator who was directed to take charge of the assets of the company was ultimately discharged by the Company Court? When and in which opportune moment the appellants took control over the management of the said company? Whether exclusion of Chaitan Chowdhury and Ridh Karan Rakecha from the Board of Directors was justified or not? Whether the Committee of Management and/or Board of Management was ultimately dissolved by the Court or not? Whether the Special Officer appointed by the Court was discharged or Not? Whether the company is still running its business as per the revival scheme or not? Thus the ultimate question is: Is the company still under liquidation? We do not find any answer to these questions from the materials on record and without resolving these issues, we cannot came to a definite conclusion as to whether the winding up proceeding against the said company was permanently stayed or not.
That apart we find the when acquisition compensation money was payable to the company by the National Highway Authority, one of the interveners filed an application praying for injunction for restraining the National Highway Authority from paying the acquisition compensation money to the Appellants and the Company Court ultimately passed an order on 23rd February, 2011 restraining the National Highway Authority of India from making any payment on account of compensation to the company in liquidation, except by way of an Account payee cheque to the Registrar, Original Side, High Court, Calcutta. The Registrar, Original Side, High Court, Calcutta upon receipt of such payment shall keep the same in a short term fixed deposit, subject to further order of the Court with the SBI Main Branch. While passing the said order, it was recorded by the Company Court that the said company was described as a company in liquidation as already winding up order was passed by this court and the fuller effect of that order was yet to be 25 examined. The parties accepted the said order. However, we feel that there is a grey area on the issue as to whether the winding up proceeding against the said company has been permanently stayed or not and we feel that some further research is yet to be made to resolve the said dispute. Such research is necessary to ascertain the right of the appellant to manage the affairs of the said company as the Directors of the company inasmuch as the management of the company cannot be controlled by the Board of Directors of the company when the company is in liquidation. Thus we hold that the appellants' right to withdraw the deposited money depends upon the fate of such research. However, such research cannot be completed without affidavit being exchanged between the parties. We do not want to do the exercise as the Company Court has not yet decided these applications finally, and if we do this exercise at this stage, the aggrieved party will lose a forum of appeal for challenging our order on this issue.
Considering the amount of deposit which the appellants want to withdraw, and the company's indebtness to its various creditors and the quantum of its liability, coupled with the facts that even the workers have not been paid their dues, we do not feel it safe to allow a particular group of shareholders, who are described as interloper by the creditors, to withdraw deciding the said issue finally, particularly when we find that the appellant/applicant themselves have filed an application being C.A No.957 of 2010 praying for permanent stay of the company petition No.2 of 1987 which is yet to be decided finally. (emphasis supplied). In the aforesaid context, we do not find any illegality in the impugned order passed by the Learned Company Court proposing to dispose of all the pending applications simultaneously."
26Similarly, to the mind of this Court, the Hon'ble Apex Court while deciding Civil Appeal Nos. 4298-4299 of 2017, In Re: BJF Mazdoor Sangh (BMS) vs. BJF along with other Civil Appeals has, inter alia, held on 21st March, 2017 as follows:-
"18. It may be seen that the order dated 23.02.2011 regarding the deposit in court was passed to secure the entire compensation from the NHAI. The court was concerned about the money to be received from the NHAI towards the compensation and appropriately protecting the same from being used by the company. Even the respondents herein had "... no objection to money being protected...". The court had, in fact, declined the request made by the respondents ... "to receive the compensation and to keep the same in fixed deposit subject to further orders of the court".
The Official Liquidator was of the view that ... "the money should be deposited with the Registrar, Original Side".
19. After considering the submissions of the learned Counsel appearing for the parties, the learned Single Judge, formed the opinion that ... "the submission made on behalf of the Official Liquidator is also in conformity with the submission made by Mr. S.N. Mitra, who has largest support of the parties before me (the court)". Hence, the learned Single Judge made it clear that "In that view of the matter, the National Highway Authority was restrained from making any payment on account of compensation to the company in liquidation except by way of an account payee cheque to the Registrar, Original Side of the High Court". Therefore, it is fairly clear that the court had in mind the entire compensation paid by the NHAI in respect of the land acquired by them. Since the NHAI was bound to deduct TDS, an amount of Rs.10,55,60,331/- was paid to the Income-Tax Department. There can be no doubt whatsoever that the said amount formed part of the compensation. What the court in its order dated 23.02.2011 was 27 requested and the court intended too was to protect the compensation amount. Merely because it goes through the Income-Tax Department, the same does not cease to be part of compensation. Even the respondents herein had submitted before the court at the time of passing the order dated 23.02.2011 that the compensation amount needed to be protected and they were willing to protect it subject to the order of the court. Therefore, the respondents, while handling of the compensation amount, had to seek orders from the court; going by the way they understood the proceedings.
20. In that background of the case, we are of the view that the respondents should not have appropriated the refund they received from the Income-Tax Department. There is nothing wrong in claiming the refund. The problem is in utilising the refund received. The refund they received is actually the compensation in respect of the land acquired from the company and it is that amount which the court wanted to protect by its order dated 23.02.2011. Hence, prima facie, we are of the view that the appropriation made by the respondents of the refund amount they received from the Income- Tax Department was in violation of the order dated 23.02.2011. It appears, for that reason only, even the Division Bench declined to disturb the Rule in the contempt proceedings issued against respondents. However, the Division Bench is wholly wrong in entering a finding that there is no violation of the order dated 23.02.2011 in utilising the refund. No doubt, had the refund and subsequent appropriation been of any amount other than the compensation, there would not have been any contempt at all.
21. Unfortunately, the Division Bench, in the impugned order, failed to recapitulate the background of the order dated 23.02.2011 and its own earlier orders with regard to the refusal for withdrawal by the respondents of the compensation deposited in court. Even if there be pressing needs, there could not have been any utilisation of the compensation 28 amount without leave of the court. We find that the Division Bench has taken note of the expenditure made by the respondents of the amount they received. To quote the relevant background:
"We have also looked into the details of utilisation of the refund as given in the schedule being Annexure 'L' to the stay application filed before us, wherefrom it appears that Rs.1,19,18,723/- was paid towards arrear electricity charges by three account payee cheques drawn on Axis Bank Ltd., particulars whereof have been given in the schedule. Another Rs.2,23,00,000/- has been kept in fixed deposit as lien for issuance of bank guarantee favouring CESC Ltd., against the security deposit to be paid to CESC Ltd., for continuation of supply of electricity. This payment has been made by cheque dated 28th June, 2014 and also by transfer from Syndicate Bank on 28th June, 2014. A sum of Rs.24,92,582/- has been paid towards arrear Central Sales Tax [Partial Payment]; Rs.34,56,910/- towards Employees State Insurance contribution; Rs.44,44,044/- towards Provident Fund contribution; Rs.66,00,000/- towards arrear dues of Jute Corporation, a government body and Rs.4,68,85,198/- towards arrear wages, arrear ex gratia payment, arrear gratuity and other arrear dues of the workmen."
22. It is also seen from the order that the Division Bench had taken note of the paltry balance in the accounts of the company as on 27.06.2015. To quote:
"We directed the company to furnish us with details of its bank operations. It appears that the company has about twelve bank accounts in operation in India and the combined balance in all these accounts taken together as on 27th June, 2015 was Rs.13,96,188.79P. Our attention has been drawn by Mr. Mookherjee to the fact that there are three other bank accounts with combined balance of not more than Rs.3,44,436/- which have not been used for 29 over seven years and the company also has a bank account outside India that has a balance of 936 pounds [less than Rs.1,00,000/- in value in Indian currency]."
23. It may be seen that the respondents have been managing the affairs of the company for a few years despite the futile attempts made by them to withdraw the compensation lying in deposit in court.
24. As held by this Court in Delhi Development Authority v. Skipper Construction Co. (P) Ltd. and another(2), and going a step further, the Court has a duty to issue appropriate directions for remedying or rectifying the things done in violation of the orders. In that regard, the Court may even take restitutive measures at any stage of the proceedings.
25. In the background as above of the case, the Division Bench should not have interfered with the order dated 26.06.2015 passed by the learned Single Judge. However, taking note of the fact, an amount of Rs.2,23,00,000/- has been kept in fixed deposit towards lien for issuance of bank guarantee, we make it clear that the respondents shall not operate the bank accounts of the company after 03.04.2017 without securing an amount of Rs.8,32,60,331/- . We also make it clear that without leave of the High Court, the fixed deposit of Rs.2,23,00,000/- with the Axis Bank shall not be withdrawn. However, it would be open to the respondents to apply for appropriate clarification or modification of the order dated 26.06.2015, after making the deposit as above and it will be open to the learned Single Judge to pass the appropriate orders on merits of the application. (emphasis supplied).
26. We make it clear that any observations made by us are only for the purpose of this order and shall not 30 have any bearing on the consideration by the learned Single Judge in the contempt proceedings.
27. The appeals are allowed as above. There shall be no order as to costs."
Again by order dated 24th April, 2017, the Hon'ble Apex Court was pleased to record as follows:-
"The learned counsel appearing for the company, on specific instruction, submits that no account of the company in any bank is being operated."
Thereafter by order dated 8th May, 2017, the Hon'ble Apex Court recorded as follows:-
"Mr. R. Basant, Mr. Krishanan Venugopal and Mr. Sanjeev Sen, learned senior counsel appearing for the appellants, submit that despite the order passed by this Court, the company is operating by circumventing the orders passed by the Court. Therefore, it is submitted that the amounts received by the company may be directed to be deposited in the account of the company.
The learned counsel appearing for the company submits that whatever amounts are received by the company are being deposited in the account of the company and as of now, there is an amount of around Rs. 2 Crores in the account.
We direct the company that whatever income (receipts in cash or of instruments) is received by the company, the same shall be deposited in the account of the company till the amount, as per the order of this court, is made up."31
Again, by order of 30th August, 2017 the Hon'ble Apex Court, while directing the Hon'ble Company Court to hear out CP 2/1987 without delay, inter alia, observed as follows:-
"11. Though there are also allegations against the alleged contemnors that attempts have been made to circumvent the orders passed by this Court by even forming a new company, these allegations also have been sought to be explained by Mr. Vikas Singh, learned senior counsel, who submits that the decision to lease out the property had already been taken as early as on 16.03.2017. However, Mr. R. Basant, learned senior counsel, points out that though the decision had allegedly been taken on 16.3.2017 the same had been uploaded only on 19.04.2017.
12. Be that as it may, having regard to the conduct of the alleged contemnors and in the background of the various orders passed by this Court it is clear that their conduct was not graceful before this Court and whether for such a conduct this Court should initiate proceedings for contempt is the question to be decided. (emphasis supplied)
21. Subject to the final disposal of the Company petition it will be open to the Company Judge to pass appropriate orders with regard to the Fixed Deposit made in the name of the Registrar, Supreme Court of India."
Having regard to the plethora of adjudication in the context of the flow of developments, it would be apropo to read the order of the Hon'ble Single Bench of this Court dated 20th February, 2014 in CP 2/1987 along with its connected applications that the present proceedings, in view of their multi-
dimensional character, have acquired a representative status.
32The Hon'ble Single Bench, by another order dated 9th October, 2015 in CP 2/1987, was pleased to formulate the following issues and directed the Official Liquidator to file an affidavit disclosing facts and circumstances, including copies and records, on the next date pertaining to the issues specified in the order. The questions of law and facts formulated by the Hon'ble Single Bench vide its order dated 9th October, 2015 are reproduced below:-
"a) Whether the order winding up the company has been stayed? If so on what terms?
b) Whether consequent to the order of winding up a list of contributions was settled by the Court? If not, what step should be taken?
c) Whether any order calling upon the contributories to pay their debts was passed? If so, the result thereof- if not what step should be taken?
d) Whether any order directing the contributories to pay call money was passed- if so, the result thereof, if not, what step should be taken?
e) Whether any order was passed fixing a time within which the creditors were to prove their debts- If so the result thereof- If not what step should be taken?
f) Can the assets and properties of the company in liquidation be applied for any purpose other than satisfaction of the liabilities of the creditors?
g) Do the clients of Mr. Kapur or M/s. L.P. Agarwala & Co. or either of them have any right to appropriate the assets and properties of the company in liquidation?
h) What is the status of the committee of the management which is in control of the affairs of the company (in liquidation)?33
i) If the committee of management appointed by court partakes the Character of a receiver, have they furnished accounts of their dealings with the assets of the company (in liquidation)?
j) In case they have not, what measures are required to secure the interests of the creditors of the company (in liquidation)?
k) Can the management of the company (in liquidation) go back to the shareholders?"
Learned Counsel opposing the purported present management of the Company further contend that in addition to the amounts deposited and allegedly appropriated by the present management of the Company, a sum of Rs. 8 lakhs directed to be deposited each month by the Company towards liquidation of its dues has not been deposited since 1994. It is submitted that the Learned Joint Special Officers appointed by the Hon'ble Court have been denied access to the Company premises and have been unable to discharge their duties as directed by Court. Such submissions are confirmed by one of the Learned Joint Special Officers, Mr. Sondwip Mukherjee, a practising counsel of this Court. The other Joint Special Officer is reported to have departed this mortal world.
Mr. D.K. Singh, Learned Counsel representing the Official Liquidator, submits that the Official Liquidator has also been unable to discharge his duties because of lack of co-operation by the present purported management.
It is argued by Learned Counsel opposing the present management that the Company has always remained since 1987, notwithstanding the 34 pendulum swings in its winding up status, under the supervision of Court.
The Court has acted as the custodia legis of the Company and Court appointed Committees of Management (for short CoMs) have discharged duties from time to time until usurped by the present purported management.
Both Mr. Jishnu Saha, Learned Senior Counsel and Mr. Dhruba Ghosh, Learned Counsel, impress upon this Court to simultaneously consider with the issue of winding-up raised in CP 2/1987, the concurrent issue as observed from time to time by several Courts, of usurpation of the management of the company by Mr. Abhrajit Mitra' clients. While Mr. Saha argues that a clear case of oppression and mismanagement has been made out against the present Board of Directors, Mr. Ghosh submits that the majority shareholding of his client, Mr. K.M. Tapuriah, was surreptitiously recalled without following process known to company law. Accordingly, Learned Counsel seeks a further opportunity to address this Court on the demerits of the purported takeover of the Company by the present management and thereby restore the Company to its rightful owners.
Before concluding this discussion it would be relevant to notice that pursuant to the solemn direction of the Hon'ble Apex Court dated 30th August, 2017 to hear out CP 2/1987 expeditiously read with the further direction of the Hon'ble Apex Court dated 23rd February, 2018 to decide all disputes in one go, the matter was taken up on priority basis by the Learned Company Judge till ultimately released by order dated 12th June, 2018, whereupon the matter was reassigned before this Court.
35By order dated 27th August, 2018, this Court was pleased to notice a Registry Report dated 24th August, 2018 to the effect that documents relating to CP 2/1987 could not be traced. By the order of the same date this Court permitted the Registry to take steps as follows:-
"(a) Trace out the original record of C.P. No. 2 of 1987 with its connected affidavits;
(b) In the alternative, to reconstruct the original records of C.P. No. 2 of 1987 with its connected affidavits and, with the assistance of the parties.
The Department shall file a Report on the next date."
During the course of hearing, the record of CP 2/1987 has been finally traced and reconstructed with the assistance of the parties, whereupon elaborate hearings before this Court commenced in September, 2018.
Having heard the parties and considering the materials placed, this Court summarises its findings as follows:-
A) That the observations In Re: Radheshyam Ajitsaria must be respectfully read in their contextual scenario. In Re: Ajitsaria was not called upon to look into separately the provisions of Section 466 of the 1956 Act which predicates a permanent stay of winding up on such terms and conditions thought fit to be imposed by the Learned Court granting the permanent stay. To the mind of this Court, no terms and conditions were discussed or proposed In Re: Ajitseria excepting that the Company/BJF 36 was treated as a going concern for which reason the workers were denied access to Section 529A of the 1956 Act.
B) From the record it further transpires that successive Courts never lost sight of the Company. Commencing with the order of winding up passed in 1988 through appointment of CoMs and formulation of Schemes from time to time culminating in the revival plan of the BIFR, it cannot be said that the Company was intended not to function under the supervision of Court.
C) Inspiration for the proposition elucidated at B) above, can be respectfully derived from the copious observations In Re: Forbes and Company Ltd. vs. Swadeshi Mills Company Ltd., reported in 2011 (168) Comp. Cases 21. The relevant paragraphs read as follows:-
"21. For properly appreciating the rival contentions, a reference to section 466 is necessary. That provision reads thus:
"466. Power of Tribunal to stay winding up.-(1) The Tribunal may at any time after making a winding up order, on the application either of the Official Liquidator or of any creditor or contributory, and on proof to the satisfaction of the Tribunal that all proceedings in relation to the winding up ought to be stayed, make an order staying the proceedings, either altogether or for a limited time, on such terms and conditions as the Tribunal thinks fit.
(2) On any application under this section, the Tribunal may, before making an order, require the Official Liquidator to furnish to the Tribunal a report with respect to any facts or matters which are in his opinion relevant to the application.37
(3) A copy of every order made under this section shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the Registrar, who shall make a minute of the order in his books relating to the company."
22 Perusal thereof would indicate that the Court may at any time after making a winding up order on the application either of the Official Liquidator or of any creditor or contributory and on proof to the satisfaction of the Court, that all proceedings in relation to the winding up ought to be stayed, make an order staying the proceedings either altogether i.e. permanently or for a limited time that means temporarily, on such terms and conditions as the Court thinks fit. The Court may before making an order, require the Official Liquidator to furnish a report in respect of the facts or matters which are relevant to the application.
The learned single Judge of the Calcutta High Court made reference to earlier decisions of the said High Court summarising the principles as under:
"23 ....
"Therefore, from the above principles which have been summarised in different authorities and the decision referred to hereinbefore it appears that the discretion for stay under Section 466 can only be exercised by the Court (1) if the Court is satisfied on the materials before it that the application is bonafide; (2) the Court would be guided by the principles and definitely come to the finding that the principles are applicable to the facts of a particular case; (3) mere consent of all the creditors for stay of winding up is not enough; (4) that offer to pay in full or make satisfactory provisions for the payment of the creditors is not enough; (5) Court will consider the interest of commercial morality and not merely the wishes of the creditors and contributories; (6) Court will refuse an order if there is evidence of misfeasance or of irregularity demanding investigation; (7) a firm had accepted proposal for satisfying all the creditors must be before the Court with material particulars; (8) the jurisdiction for say 38 can be used only to allow in proper circumstances a resumption of the business of the Company; (9) the Court is to consider whether the proposal for revival of the company is for benefit of the creditor but also whether the stay will be conducive or detrimental to commercial morality and to the interest of the public at large; (10) before making any order Court must see whether the Ex-Directors have complied with their statutory duties as to giving information to the Official Liquidator by furnishing the statement of affairs; (11) and any other relevant fact which the Court thinks fit to be considered for granting or not granting the stay having regard to the peculiar facts of a particular case."
29. Thus, the broad principles are that the Court must be satisfied on the materials before it that the application is bonafide, mere consent of all creditors for stay of winding up is not enough; that offer to pay in full or make satisfactory provisions for payment of the creditors is not enough; the Court will consider the interest of commercial morality and not merely the wishes of the creditors and contributories; the Court will refuse an order if there is evidence of misfeasance or of irregularity demanding investigation; the jurisdiction for stay can be used only to allow in proper circumstances a resumption of the business of the company and the Court is to consider whether proposal for revival of the company is for the benefit of the creditor but also whether the stay will be conducive or detrimental to commercial morality and to the interest of the public at large; any other relevant fact which the Court thinks fit be considered for granting or not granting the stay having regard to the peculiar facts in a particular case also would govern the exercise of the power.
30. In my view, what the submissions canvassed by Mr.Tulzapurkar overlook is, that a company is not a enterprise only of the shareholders. It is not only they who are interested in setting up and running companies. The status of a company incorporated and registered under the Indian Companies Act, 1956 has been best summarised in the judgment of the Hon'ble 39 Supreme Court in the case of National Textile Workers Union v. P.R.Ramakrishnan reported in AIR 1983 Supreme Court 75 in the following words:
"4. There is one very important consideration which we must bear in mind while dealing with this question and it is necessary to advert to it at the present stage. The concept of a company has undergone radical transformation in the last few decades. The traditional view of a company was that it was a convenient mechanical device for carrying on trade and industry, a mere legal frame work providing a convenient institutional container for holding and using the powers of company management. The company law was at that time conceived merely as a statute intended to regulate the structure and mode of operation of a special type of economic institution called company. This was the view which prevailed for a long time in juristic circles all over the democratic world including United States of America, United Kingdom and India. That was the time when the doctrine of laissez faire held sway and it dominated the political and economic scene. This doctrine glorified the concept of a free economic society in which State intervention in social and economic matters was kept at the lowest possible level. But gradually this doctrine was eroded by the emergence of new social values which recognised the role of the State as an active participant in the social and economic life of the citizen in order to being about general welfare and common good of the community. With this change in socio-economic thinking, the developing role of companies in modern economy and their increasing impact on individuals and groups, through the ramifications of their activities, began to be increasingly recognised. It began to be realised that the company is a species of social organisation, with a life and dynamics of its own and exercising a significant power in contemporary society. The new concept of corporate responsibility transcending the limited traditional views about the relationship between management and shareholders and embracing within its scope much wider groups 40 affected by the trading activities and other connected operations of companies, emerged as an important feature of contemporary thought on the role of the corporation in modern society. The adoption of the socialistic pattern of society as the ultimate goal of the country's economic and social policies hastened the emergence of this new concept of the corporation. The socio-economic objectives set out in Part IV of the Constitution have since guided and shaped this new corporate philosophy. We shall presently refer to some of the Directive Principles of State Policy set out in Part IV which clearly show the direction in which the corporate sector is intended to move and the role which it is intended to play in the social and economic life of the nation. But, one thing is certain that the old nineteenth century view which regarded a company merely as a legal device adopted by shareholders for carrying on trade or business as proprietors has been discarded and a company is now looked upon as a socio- economic institution wielding economic power and influencing the life of the people.
31. Lest it may be said, that after globalisation, liberalisation and privatisation so also the change in economic scenario since 1990, these principles may no longer hold good, in a judgment which was once again delivered by five Judges Bench of the Hon'ble Supreme Court post this era and reported in AIR 1994 Supreme Court 2696 (Workmen of Meenakshi Mills Ltd etc v. Meenakshi Mills Ltd and another), this is what is held:
33. Thus, it is not as if public interest, commercial morality and corporate responsibility are alien concepts in the Era of Globalisation, Liberalisation and Privatisation. The Courts have to apply the above principles and be vigilant and onguard against any action by which its control over companies as envisaged by the statute and particularly in the cases of companies under liquidation is sought to be interfered with. The company Court cannot permit even by exercise of a discretion, any shareholder or creditor to carry forward a scheme or proposal by which the matter gets out of its hands and control altogether.41
When an order of winding up is passed by a Court and an Liquidator is appointed to manage and administer the affairs of a company, the matter comes under supervision and control of the company Court. Parties who have a vested interest and particularly in valuable assets and properties of the company in liquidation will always make an attempt to get out of the clutches of the company Court so as to have a free hand in dealing with the assets and properties of the company. The erstwhile directors, shareholders and other stake- holders including influential secured creditors would be interested in either putting an early end to the affairs of the company in liquidation or by taking advantage of the delay seek to take charge or intermeddle in the affairs and matters relating to winding up in an indirect or oblique manner. The very purpose of the Act is defeated if such attempts are allowed to succeed. Section 447 of the Companies Act, 1956 states that an order for winding up of a company shall operate in favour of all the creditors and all the contributories of the company as if it had been made on the joint petition of a creditor and of a contributory.
38. Even as late in 2007 the Hon'ble Supreme Court in the case of M/s.Meghal Homes Pvt Ltd v. Shree Niwas Girni K.K.Samiti & Ors reported in AIR 2007 Supreme Court 3079, while reversing a decision of the Division Bench of this Court modifying the scheme of arrangement in exercise of the powers under section 392 of the Companies Act, 1956 had the following to say:
"22. When a Company is ordered to be wound up, the assets of it, are put in possession of the Official Liquidator. The assets become custodia legis. The follow up, in the absence of a revival of the Company, is the realization of the assets of the company by the Official Liquidator and distribution of the proceeds to the creditors, workers, and contributories of the company ultimately resulting in the death of the company by an order under Section 481 of the Act, being passed. But, nothing stands in the way of the Company Court, before the assets are disposed of, to accept a Scheme or proposal for revival of the 42 Company. In that context, the Court has necessarily to see whether the Scheme contemplates revival of the business of the Company, makes provisions for paying off creditors or for satisfying their claims as agreed to by them in terms of Section 529 and Section 529A of the Act. Of course, the Court has to see to the bonafides of the Scheme and to ensure that what is put forward is not a ruse to dispose of the assets of the Company in liquidation."
D) It does not therefore appear, in the considered view of this Court, that the manner of exercise of discretion by Court when called upon to decide an application for permanent or partial stay of winding up was noticed or discussed In Re: Ajitsaria as elaborately elucidated In Re: Forbes (supra). The principle of granting stay of winding up has been discussed in a catena of judgements relied upon by Learned Counsel for the appearing parties. Out of the many, this Court intends to reproduce 85 CWN 557, In Re: Mahabir Prasad Agarwalla vs. Ashkaran Chattarsingh and Ors. which, at its relevant portions, reads as follows:-
"27. The principle for granting stay under section 466 corresponding to section 256 of the English Companies Act, 1948, has been very neatly summarised in the Halbury's Laws of England 4th Edition Volume 7 in Articles 1375 and 1376 pages 779-780:
"1375. Power to stay winding up proceedings: the Court may at any time after an order for winding up make an order staying the proceedings either altogether or for a limited time on such terms and conditions as thinks fit, on the application either of the liquidator or the official receiver of any creditor or contributory, and proof to its satisfaction that all proceedings in relation to the 43 winding up ought to be stayed. On any application the Court may, before making the order, require the official receiver to furnish to the Court a report with respect to any facts or matters which are in his opinion relevant to the application. The validity of the winding up order cannot be questioned on such an application. The order to stay may reserve liberty to any dissentient creditor or the official receiver to apply within a limited time to remove the stay. If no creditor objects the proceedings on a compulsory order made after the commencement of a voluntary winding up may be stayed so as to allow the voluntary winding up to continue. Frequently a stay is applied for in pursuance of a scheme of arrangement sanctioned by the Court.
1376. Exercise of power to stay winding up proceedings: In the exercise of its jurisdiction to stay, the Court, so far as possible, acts upon the principles applicable in exercising jurisdiction to rescind a receiving order or annul an adjudication in bankruptcy against an individual. The Court refuses, therefore, to act upon the mere assent of the creditors in the matter, and considers not only whether what is proposed is for their benefit but also whether the stay will be conducive or detrimental to commercial morality and to the interests of the public at large. In particular the Court will have regard to the following facts: (1) that directors have not complied with their statutory duties as to giving information to the official receiver or furnishing a statement of affairs; (2) that there has been an undisclosed agreement between the promoter and the vendor to the company as to the participation by the promoter in fully paid shares forming the consideration for the purchase of property by the company on its formation; (3) that the promoter has made gifts of fully paid shares to the directors; (4) that there are any other matters connected with the promotion formation or failure of the company or the conduct of its business or affairs, which appear to the court to require investigation. The same principles are apparently applicable whether the company has or has not invited the public to subscribe for its shares except, possibly, in the case of a private company, where all the shareholders have full knowledge of what has been done."
28. Therefore, from the above principles which has been summarised in different authorities and the decision referred to hereinbefore it appears that the discretion for stay under section 466 can only be exercised by the Court (1) if the Court is satisfied on the materials before 44 it that the application is bonafide (2) the Court would be guided by the principles and definitely come to the finding that the principles are applicable to the facts of a particular case, (3) mere consent of all the creditors for stay of winding up is not enough, (4) that offer to pay in full or make satisfactory provisions for the payment of the creditors is not enough, (5) Court will consider the interest of commercial morality and not merely the wishes of the creditors and contributories, (6) Court will refuse an order if there is evidence of misfeasance or of irregularity demanding investigation, (7) a firm and accepted proposal for satisfying all the creditors must be before the Court with material particulars, (8) the jurisdiction for stay can be used only to allow in proper circumstances a resumption of the business of the company, (9) the Court is to consider whether the proposal for revival of the company is for benefit of the creditor but also whether the stay will be conducive or detrimental to commercial morality and to the interest of the public at large, (10) before making any order Court must see whether the Ex-directors have complied with their statutory duties as to giving information to the Official Liquidator by furnishing the statement of affairs, (11) and any other relevant fact which the Court thinks fit to be considered for granting or not granting the stay having regard to the peculiar facts of a particular case.
29. Here the conduct of the petitioners who were at different times and at different stages in different proceedings and in the different names have appeared before this Court, the Appeal Court and the Supreme Court was to delay and defer the payments of the creditors and to obstruct the winding up proceedings and prevent the Official Liquidator from taking possession and proceed with the winding up of the company according to the Companies Act, 1956, and the Rules made thereunder."
E) Therefore, literally and classically following the letter and spirit of the law apropo the present factual matrix, it is the Court, through successive appointment of Committees of Management (CoMs), Joint Special Officers, the Official Liquidator and the like has transformed the Company/BJF into an entity custodia 45 legis. Therefore, it is to the Court that the creditors, the workers, the ousted management and the present management with their cohorts have turned staking claim to their respective reliefs.
It will be contextual to record at this juncture that an application being CA 957 of 2010 connected to CP 2/1987 seeking the relief of permanent stay of the winding up is still pending notwithstanding the reliance placed by a section of the Learned Counsel on In Re: Ajitsaria. It will be also contextual to mention that CA 957 of 2010 is also being decided by this common judgement and order.
F) The legal definition of custodia legis is fairly uniform through several judicial pronouncements which are reproduced as follows:-
"1962 (32) Company Cases Page 1186 (Cal) Mahaluxmi Cotton Mills Ltd. (In Liquidation) The observations in this case of the learned judges of the Madras High Court are relevant to the point urged before me. At page 572 Spencer C.J. has said that if in pursuance of the court's order the receiver had mortgaged the press for raising a fund to defray the costs of his management that mortgage would have taken precedence over the mortgagee's security. At page 573 Srinivasa Ayyangar J. observes as follows:
".......... when property is placed in custodial egis, by the appointment of a receiver, all the orders passed by the court for the management of such property will be binding on all persons who, if not actual parties to the suit, have so conducted themselves, either with regard to the litigation, or with regard to the management of the property, under the directions of the court, as to 46 make themselves virtually or constructively parties to the suit, or have otherwise submitted themselves to such management by the court.
1961 SCC Online Cal 186: (1961-62) 66 CWN 747: 1962 (32) Comp Cas 1186
5. The observations in this case of the learned judges of the Madras High Court are relevant to the point urged before me. At page 572 Spencer, C.J. has said that if in pursuance of the Court's order the Receiver had mortgaged the press for raising a fund to defray the costs of his management that mortgage would have taken precedence over the mortgagee's security. At page 573 Srinivasa Aiyangar, J, observes as follows:-
"..... When property is placed in custodial egis by the appointment of a Receiver, all the orders passed by the Court for the management of such property will be binding on all persons who, if not actual parties to the suit, have so conducted themselves, either with regard to the liquidation, or with regard to the management of the property, under the directions of the Court as to make themselves virtually or constructively parties to the suit, or have otherwise submitted themselves to such management by the Court."
6. With respect I agree with these observations. In the instant case at first the liquidator was asked by the Court to carry on the business of the Company and to run the Company's mill. Then in the suit of the United Bank itself the same person is appointed the Receiver and is empowered to run the mill on the same terms and conditions as he was directed to run as a liquidator. This Order in the suit of the United Bank is binding on the bank and it is idle for it to contend that the expenses incurred by the Receiver in running the mills should not have priority over the bank's claim, if any. The bank has taken full advantage of the Receiver's running of the mill which had been sold as a going concern and had obviously fetched a much larger price than would have been the case if the mill had been closed. In these circumstances the bank, in my opinion, cannot say that debts incurred by the Receiver in running the mill in pursuance of 47 the order of this Court should not have precedence over the bank's alleged claim. It has also been urged on behalf of the bank that there are reasons to doubt the genuineness of the petitioner's claim and the petitioner should be relegated to a suit. According to learned counsel for the bank the sale of the mill to Gajraj Pannalal was confirmed on March 18, 1960; but it appears from the annexure to the petition that the major portion of the petitioner's claim arose on the 31st March, 1960 and thereafter. Secondly, the petitioner has claim in this application a sum of Rs. 58,608.35; but strangely enough it is now willing to accept only Rs. 38,830.40 admitted by the Receiver.
1952 SCC Online P&H 128: ILR (1954) 1 P&H 916: AIR 1954 P&H 257 Roop Chand vs. Gulzari Lal, etc. Section 60, Civil P. C. declares that all property belonging to the judgment-debtor or over which he has a disposing power which he may exercise for his own benefit is liable to attachment and sale in the execution of a decree. The question is whether a Judgment-debtor can be said to have disposing power over property in 'custodia legis', that is property or money deposited in Court under the provisions of law or in the custody of an officer of a Court under Civil process and which is held to be disposed of in some particular manner prescribed by law or according to orders of the Court.
A person can have no disposing power over, property which is in the custody of the Court, for it Is a general proposition of law that in the absence of a specific provision to the contrary, the property which is in 'custodia legis' cannot be attached in the execution of a decree unless the specific purpose for which property is held has been fulfilled. Thus money paid into Court in satisfaction of a judgment or deposited in Court under statute is not attachable. Protection from attachment does not extend to property where the custody of the officer is not 'custodia legis', or where the levy or custody is invalid or wrongful, or where legal custody is discharged or abandoned, or where for any reason whatsoever the custody is changed from 'custodia legis' into a personal obligation to the owner. If the property in 'custodia legis' exceeds in value the amount for which it is being held, the excess alone is liable to attachment."
48G) The conclusion therefore, to the considered mind of this Court, is inescapable that considering the series of orders passed by Court from the time of initiation of CP 2/1987 till date, the Company/BJF continues to be monitored by Court at various stages through its CoMs, Joint Special Officers, the Official Liquidator and even the BIFR, notwithstanding the differing interpretations given to the status of the winding up proceedings by the parties.
H) In the context of the above recorded discussion, this Court is of the further considered view that the claim to the compensation amount presently lying with the Learned Registrar (Original Side) made by the existing management, i.e. Mr. Abhrajit Mitra' clients, is not automatic but requires to be filtered through Court. It is not illogical to hold that the sudden infusion of the compensation money by NHAI has turned the balance-sheet of the Company from red to black. The Company' performance per se has not been credited with the paper turn-around, although the Company continues to claim the status of a going concern which will be left with a cash surplus after pending debts/obligations are met from out of the funds pumped in by NHAI.
I) Series of orders of the Hon'ble High Court and the Hon'ble Apex Court (supra) have shown the less than laudable state of 49 accounts of the Company/BJF. No light has been thrown by the present management on the basis of hard audited evidence that the Company/BJF has seen a real turn-around on its own steam. To the contrary, the Court appointed CoMs, Jt. Special Officers and the Official Liquidator have complained before this Court of denial of access by the Company to any inventory of its property and assets. By way of illustration, the sum of Rs.8 lacs only directed to be periodically deposited by the Company to the Registry of this Court towards satisfaction of part of the Company' dues, has remained largely unpaid till date. The stand of the Company/BJF is of denial of status and claims of the applying creditors read with the infructuous status of CP 2/1987, since the petitioning creditors of CP 2/1987 are no more around to press their dues.
J) Before arriving at its operative part, this Court is also required to discuss the issue of alleged illegal wresting of management of the Company/BJF by Mr. Mitra' clients as complained of by Mr. Jishnu Saha and Mr. Dhruba Ghosh' clients, the latter being applicants in their respective Company Applications (CAs) connected to CP 2/1987. Authorities have been cited galore for and against the proposition relating to, at what stage and to what extent the Court can decide the issue of an alleged illegal takeover of management and the oppressive nature of the management presently in control of the Company.
50K) The debate on who should be in the management and whether the present management is oppressive or not, may be relevant in Court directed winding up proceedings but, may not prejudice the wisdom of the Court, in further proposing to manage the company through its appointed Management.
L) The next issue which requires the consideration of this Court is the cut-off date for creditors then and now; workers on the rolls of the Company then and now; financial institutions and bankers then and now, who claim repayment of their dues.
While Mr. Abhrajit Mitra, Learned Senior Counsel, has strenuously argued that there are no surviving creditors of the Company relevant to be reckoned from the period CP 2/1987 was filed, Learned Counsel, Mr. Pramit Roy, Ms. Manju Manot, among others opposing such stand, have argued that the status of creditors and/or other claimants to the dues have acquired a representative character.
M) To the mind of this Court, the latter argument is more deserving of acceptance since, on a holistic approach, it does not appear that the Company was intended not to be a Court monitored entity.
N) Therefore, creditors, workers, bankers, financial institutions, then and now can be considered to be in queue for their dues up to the stage of their proximate transactions with the Company at 51 the time the Company was referred to the BIFR. To the further mind of this Court, the relevance of creditors, workers and others who have expressed their support, both in Court and outside to the present management with the optimism that existing business relations be continued, cannot be treated as deprived creditors, workers and so on having a proximate first right of charge to their dues in the event of an ultimate pay-out of its dues by the Company.
O) Last, but not the least of the issues proposed to be dealt with by this Court, is the financial stability of the Company. It does not need iteration that the viability of the Company projected before this Court was only by Mr. Abhrajit Mitra' clients, opposed to the teeth by other Learned Counsel. It needs iteration that one of the Learned Joint Special Officers and the Official Liquidator have complained to this Court of denial of access for the past several years from taking inventory of the assets and properties of the Company.
P) At the same time from the orders of the Hon'ble High Court and the Hon'ble Apex Court as quoted above in this judgement, it can be gathered that the Company's Books of Accounts remain a mystery wrapped in an enigma. The fact that the Company has been defaulting in the payment of Court ordered dues, for instance the sum of Rs. 8 lacs to be deposited periodically, has only deepened the enigma. It is equally enigmatic that the 52 Company's fortunes are claiming to witness a turn-around only after the arrival of the funds from the NHAI.
In the backdrop of the above discussion and, for each, several as well as all of the above recorded reasons, this Court directs as follows:-
I) That the Court continues to be in the position of custodia legis of the Company/BJF.
II) That ipso facto there is no permanent stay of winding up.
III) That as the custodia legis, this Court appoints a three member Committee of Management (for CoM).
IV) The CoM will be constituted of the following members: 1) Mr. Mukul Lahiri, Learned Senior Advocate; 2) Mr. Snehatosh Mazumder, Learned Counsel; and 3) Mr. Sondwip Mukherjee, Learned Counsel (and erstwhile Joint Special Officer).
V) The CoM will be entitled to appoint an Auditor of quality to carry out a complete audit, including a forensic audit, of the Company.
VI) The CoM shall be also entitled to consult professionals of standing/experts on an advisory basis for arriving at a just conclusion with regard to the professional and financial health of the Company.53
VII) All creditors, workers etc. claiming their dues from the Company shall submit their respective claims with the CoM. The CoM shall quantify and prioritise the respective claims and submit a schedule of payments in consultation with the Auditors and experts appointed by the CoM.
VIII) The cut-off period for filing claims with the CoM shall be the period when the Company was referred to BIFR for a rehabilitation scheme.
IX) The initial remuneration of the members of the CoM shall be Rs. 1.5 lacs (Rupees One Lakh Fifty Thousand only) each. The CoM shall be entitled to secretarial and other expenses of Rs. 50,000/- (Rupees Fifty Thousand only) at the initial stage.
X) Out of the total sum of money presently lying in the custody of the Learned Registrar (Original Side), High Court at Calcutta, a sum of Rs. 25 lacs (Rupees Twenty Five Lacs only) be initially placed at the disposal of the CoM, which shall keep the said money in a separate account in a Nationalised Bank, to be operated on the basis of joint signatures of two members of the CoM.
XI) The expenses of the Auditor and the advisory opinion of the experts shall initially be met by the CoM from out of 54 the balance of Rs. 25 lacs after deducting the sum of 5 lacs towards their individual remuneration and secretarial costs.
XII) All parties present before this Court and otherwise claiming to be associated with the Company, subject to the satisfaction of the CoM, as well as all officers at the Government/Administrative level shall render assistance to the CoM, as and when called for.
XIII) The CoM shall be entitled to place its recommendations before the Court. The CoM shall keep in mind that the template of Company Law Jurisdiction has been transformed over the years, making it necessary for this Court to observe that the present litigation associated with CP 2/1987 alongwith its connected CAs is almost antique, thus requiring any surviving rights of parties to be tested under current laws.
XIV) Accordingly, CP 2/1987 is kept alive formally on record to enable the Court to pass appropriate and further orders to assist the transition in terms of Direction XIII) (supra), as may arise after receiving the Report of the CoM.
XV) For the reason that the issues of an alleged surreptitious change in management and the oppressive nature of the 55 existing management, as also alleged, is not examined at this stage, CAs 905/2016, 586/2010, 388/2013, 99/2017 and 480/2017 which raise such issues, are also made returnable with CP 2/1987 at the next listing.
XVI) The CoM shall file its Report before the Court within a period of three months from this date. The Registry is directed to communicate this order individually to the members of the CoM and file a Report on the next date.
XVII) The Reference on Assignment stands answered to the above extent.
Liberty to mention upon notice.
C.A. No. 906 of 2010 with CA No. 36 of 2013 with TA No. 125 of 2013 with CA No. 26 of 2014 with CA No. 309 of 2013 with CA No. 321 of 2013 with CA No. 324 of 2014 with CA No. 358 of 2014 with CA No. 39 of 2013 with CA No. 59 of 2013 with CA No. 99 of 2014 with CA No. 901 of 2010 with CA No. 577 of 2010 with CA No. 641 of 2009 with CA No. 126 of 2005 with CA No. 740 of 2005 with CA No. 302 of 2005 with CA No. 370 of 2009 with CA No. 957 of 2010 with CA No. 259 of 2015 with CA No. 361 of 2015 with CA No. 384 of 2015 with CA No. 476 of 2015 with CA No. 484 of 2015 with CA No. 620 of 2015 with CA No. 31 of 2016 with CA No. 512 of 2016 with CA No. 543 of 2016 with CA No. 811 of 2016 with CA No. 816 of 2016 with CA No. 817 of 2016 with CA 56 No. 818 of 2016 with CA No. 1 of 2017 with CA No. 2 of 2017 with CA No. 3 of 2017 with CA No. 10 of 2017 with CA No. 13 of 2017 with CA No. 14 of 2017 with CA No. 27 of 2017 with CA No. 35 of 2017 with CA No. 662 of 2014 with CA No. 156 of 2017 with CA No. 214 of 2017 with CA No. 251 of 2017 with CA No. 252 of 2017 with CA No. 303 of 2017 with GA No. 2368 of 2017 with CC No. 111 of 2015 with CC No. 75 of 2016 with CC No. 1 of 2017 with CC No. 20 of 2017 with CA No. 484 of 2017 stand thus disposed of.
Urgent certified photocopies of this judgement, if applied for, be given to the learned advocates for the parties upon compliance of all formalities.
(Subrata Talukdar, J.) Later:-
After the judgement/order is pronounced a prayer is made on behalf of the present management for staying the operation of this order.
The prayer for stay is opposed by the other sides.
The prayer for stay is considered and refused.
(Subrata Talukdar, J.)