2001 (8) TMI 1302 - HC - Companies Law

Issues Involved:
1. Winding up of the respondent-company under sections 433, 434, and 439 of the Companies Act, 1956.
2. Locus standi of the petitioner union to file the winding-up petition.
3. Availability of alternative remedies under various labor laws.
4. Legitimacy and correctness of the claims made by the union.
5. Bona fide dispute of the alleged debt by the respondent-company.
6. Abuse of the process of the Companies Act by the petitioner union.

Detailed Analysis:

1. Winding up of the respondent-company under sections 433, 434, and 439 of the Companies Act, 1956:
The petitioner union sought the winding up of the respondent-company on the grounds that the company failed to pay the employees their dues amounting to Rs. 4,58,47,593.74. The company disputed this claim, stating that the activities were stopped in April 1994, and the employees were not entitled to full wages till December 1999, as they were gainfully employed elsewhere.

2. Locus standi of the petitioner union to file the winding-up petition:
The respondent-company contested the maintainability of the winding-up petition by the union, citing that the union had no lawful locus to file such a petition under section 439 read with sections 433 and 434. The court referred to the Supreme Court judgment in National Textile Workers' Union v. P.R. Ramakrishnan, which clarified that "the workers have no right to prefer a petition for winding up of a company." Consequently, the court concluded that the union could not present such a petition claiming to represent 'a class of unpaid employees' collectively as creditors of the company.

3. Availability of alternative remedies under various labor laws:
The respondent-company argued that the employees and the union had alternative remedies under various labor laws, such as the Industrial Disputes Act, 1947, and the Payment of Gratuity Act, 1972. The union had already filed a complaint of unfair labor practice under the Maharashtra Recognition of Trade Unions and Prevention of Unfair Labour Practices Act, 1971, which was pending before the Industrial Court, Maharashtra, at Mumbai. The court emphasized that the union had abused the process of the Companies Act by filing the present petition and should have pursued the efficacious remedy under the labor enactments.

4. Legitimacy and correctness of the claims made by the union:
The court found the claims in exhibit G to be baseless and vague, stating that they were figments of imagination creating false hopes in the minds of the employees. The court noted that the claims for gratuity and compensation had no lawful basis and were not supported by the petition.

5. Bona fide dispute of the alleged debt by the respondent-company:
The company contended that the alleged debt was bona fide under dispute and that the claims were not correctly computed according to the provisions of the Industrial Disputes Act and the Payment of Gratuity Act. The court agreed with the company, stating that the claims were not based on tangible law and that the company had bona fide disputed the alleged debts.

6. Abuse of the process of the Companies Act by the petitioner union:
The court held that the petitioner-union had abused the process of the Companies Act by filing the winding-up petition. The court noted that no other legitimate creditor had sought winding-up orders and that the company had paid and was willing to pay the dues of the employees. The court emphasized that the union should have pursued the remedy under the labor laws and not resorted to the winding-up petition.

Conclusion:
The court dismissed the winding-up petition filed by the petitioner-union, stating that the union and the employees had legitimate and more efficacious remedies under the labor laws for recovery of their legal dues from the company. The court spared the union from costs.

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