2006 (12) TMI 233 - HC - Companies Law

Issues Involved:
1. Winding up of M/s. Oswal Agro Furane Ltd.
2. Sale of assets and management of sale consideration.
3. Claims of workers under Section 529A and Section 530 of the Companies Act, 1956.
4. Appointment of Chartered Accountants for claim scrutiny.
5. Settlement and disbursement of workers' claims.
6. Misrepresentation and unauthorized payments by the Official Liquidator.
7. Investigation by Central Bureau of Investigation (CBI).

Detailed Analysis:

1. Winding up of M/s. Oswal Agro Furane Ltd.:
- The company was ordered to be wound up by the High Court of Punjab and Haryana on May 4, 2001, based on the recommendations of the Board for Industrial and Financial Reconstruction. The Official Liquidator attached to the court was appointed as the liquidator.

2. Sale of assets and management of sale consideration:
- The sale of the company's assets was confirmed in favor of the highest bidder, M/s. K.R.B.L. Ltd., for Rs. 15.80 crores. The workers' union filed an application to keep the sale consideration in a fixed deposit, which was ordered by the court on January 16, 2004.

3. Claims of workers under Section 529A and Section 530 of the Companies Act, 1956:
- The workers' union filed an application under Section 529A, asserting that workers' claims must be satisfied in full. The Official Liquidator had invited claims from creditors and workers via newspaper notice. The Chartered Accountant classified the claims into three parts:
- Annexure A: 395 workmen under Section 529A.
- Annexure B: 33 employees under Section 530.
- Annexure C: 19 workmen and 17 employees with defective or inadmissible claims.

4. Appointment of Chartered Accountants for claim scrutiny:
- M/s. A.K. Chadda and Company were appointed to scrutinize the claims. Their report was submitted on April 21, 2005, classifying the claims into Annexures A, B, and C.

5. Settlement and disbursement of workers' claims:
- The Official Liquidator called a meeting with workers' counsel to settle claims based on the Chartered Accountant's report. The court permitted the Official Liquidator to pay the dues of the workmen as per the report by remitting amounts to their bank accounts under the supervision of an appointed Commissioner, Mr. Atul Gandhi. The Official Liquidator transferred Rs. 10,80,14,047 to a bank account for payment to workers, though claims of 575 workmen were paid instead of the initially accepted 464.

6. Misrepresentation and unauthorized payments by the Official Liquidator:
- The Official Liquidator misrepresented the acceptance of claims to the court, leading to unauthorized payments to 33 employees classified under Section 530. The court found that the Official Liquidator did not follow the required procedures for proof of debt and made payments based on affidavits taken on the date of dividend notices. The court noted discrepancies and unauthorized disbursements exceeding Rs. 2 crores.

7. Investigation by Central Bureau of Investigation (CBI):
- The court directed the CBI to investigate the entire process of claim settlement and payment to identify any misappropriation of funds by the Official Liquidator, employees, or other involved parties. The CBI is to submit a report within six months.

Court Directions:
- The Official Liquidator must adjudicate the claims of employees classified under Section 530.
- Employees in Annexure B must refund the amounts pending adjudication.
- The CBI is to investigate the misappropriation of funds.
- Mr. Atul Gandhi is to prepare a report on the calculations of amounts payable to workmen.
- Show-cause notices are to be issued to employees and workmen in Annexure C regarding refunds.

This comprehensive summary maintains the legal terminology and significant phrases from the original judgment, ensuring a thorough understanding of the issues and decisions involved.

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