1999 (8) TMI 906 - HC - Companies Law

Summary

Issues:
- Application for winding up under the Companies Act, 1956
- Interpretation of Section 22 of the Sick Industrial Companies (Special Provisions) Act, 1985
- Direction not to dispose of assets under Section 22A of the Act
- Suspension of legal proceedings during the pendency of inquiry or scheme under the Act
- Applicability of Section 22 in the case of a sick industrial company
- Effect of registration of reference with the Board for Industrial and Financial Reconstruction

Analysis:

The petitioners filed an application for winding up a company under the Companies Act, 1956. The executive director of the company stated that a reference had been made to the Board for Industrial and Financial Reconstruction (BIFR), and as per Section 22 of the Sick Industrial Companies (Special Provisions) Act, 1985, the proceedings needed to be suspended. Section 22 prohibits legal proceedings for winding up, execution, distress, or appointment of a receiver against an industrial company during certain stages, without the consent of the Board or appellate authority.

The petitioners sought directions to prevent the company from disposing of assets without the Board's consent. The court considered precedents, including judgments from the Apex Court, to determine the applicability of Section 22. The court noted that once a reference is registered with the BIFR, Section 22 comes into effect, suspending coercive actions against the company's properties.

The court highlighted the purpose of suspending proceedings under Section 22 to facilitate the company's revival and rehabilitation through the BIFR's scheme. It emphasized that coercive actions against the company should not impede the scheme's implementation without the Board's consent. The court clarified that once proceedings are suspended due to a reference, coercive orders cannot be passed, and parties can seek appropriate orders from the BIFR under Section 22A.

Ultimately, the court found no merit in the petitioners' application, as Section 22 mandated the suspension of coercive actions during the reference's pendency. The court rejected the application, emphasizing the need to adhere to the statutory provisions governing sick industrial companies and the role of the BIFR in their rehabilitation.