2004 (8) TMI 391 - HC - Companies Law

Issues Involved:
1. Winding up of the respondent company under section 433(e) read with section 434 of the Companies Act, 1956.
2. Liability of the respondent company to pay the claimed amounts with interest.
3. Impact of the Board for Industrial and Financial Reconstruction (BIFR) scheme on the claims.
4. Jurisdiction of the High Court to entertain the winding-up petitions.
5. Applicability of the law of limitation.

Issue-wise Detailed Analysis:

1. Winding up of the respondent company under section 433(e) read with section 434 of the Companies Act, 1956:
The petitions were filed for winding up of the respondent company, M/s. Shree Bansidhar Pvt. Ltd., under section 433(e) read with section 434 of the Companies Act, 1956. The court issued notice and restrained the respondent company from transferring any immovable properties or plant and machinery. The interim relief continued till the final hearing.

2. Liability of the respondent company to pay the claimed amounts with interest:
The petitioner in Company Petition No. 4 of 2002 claimed an amount of Rs. 2,48,858.94 along with interest at the rate of 18%, totaling Rs. 20,58,416.22 till 31-12-2001. Similarly, in Company Petition No. 5 of 2002, the petitioner claimed Rs. 3,81,959.39 with interest, amounting to Rs. 31,59,345.63 till 31-12-2001. The respondent company acknowledged the principal amounts in their balance sheets for the years 1988-89, 1989-90, and 1990-91. However, the respondent disputed the interest claims and argued that any right the petitioners had was modified by the BIFR scheme, which did not provide for interest payments.

3. Impact of the BIFR scheme on the claims:
The respondent company had made a reference to the BIFR in 1987-88, and a revival scheme was framed in 1990, which was under implementation till 31-3-1999. The respondent argued that the claims were suspended during this period under section 22 of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). The court agreed that the period during which the scheme was under implementation should be excluded from the limitation period. However, the court found that the claims, particularly the interest claims, required detailed scrutiny and evidence, which was not possible in the winding-up proceedings.

4. Jurisdiction of the High Court to entertain the winding-up petitions:
The respondent argued that the High Court had no jurisdiction to entertain the winding-up petitions as the BIFR scheme was binding on all parties, and any grievance should be addressed to the BIFR. The court, however, held that the petitioners had the right to take legal action after the implementation period of the scheme ended on 31-3-1999.

5. Applicability of the law of limitation:
The respondent contended that the claims were barred by limitation as the BIFR closed the case on 8-1-1996, and the petitions were filed in January 2002. The court held that the period during which the scheme was under implementation (till 31-3-1999) should be excluded from the limitation period, making the petitions within the permissible time frame.

Conclusion:
The court directed the respondent company to deposit Rs. 1 lakh and Rs. 1.5 lakhs towards the dues of the petitioners within eight weeks. The petitioners were allowed to file civil suits to prove their claims, and if the suits were not filed within three months, the respondent could withdraw the deposited amount. The court emphasized that any opinions expressed were prima facie and would not affect the merits of the case in the civil court. Both petitions were disposed of without any order as to costs.

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