2023 (10) TMI 1498 - HC - Companies Law

Permanent stay on winding up of Company Ltd u/s 466 of the Companies Act 1956 - HELD THAT - Permanent stay of the winding up of Svadeshi Mills Company Ltd is granted the handover of assets is directed and new directors appointed subject to compliance with the Companies Act 2013. Application disposed off.

1. ISSUES PRESENTED and CONSIDERED

The legal judgment presented involves the following core issues:

Whether the winding up of Svadeshi Mills Company Ltd should be permanently stayed under section 466 of the Companies Act, 1956.
Whether the Applicant, claiming to be a major shareholder and secured creditor, has fulfilled the conditions necessary to justify the stay of the winding up order.
What are the appropriate steps and conditions for the revival of Svadeshi Mills Company Ltd, including the appointment of directors and the handling of the company's assets and liabilities?

2. ISSUE-WISE DETAILED ANALYSIS

Issue 1: Permanent Stay of Winding Up

Legal Framework and Precedents: The application for a permanent stay of winding up is made under section 466 of the Companies Act, 1956. This provision allows the court to stay the winding up proceedings if it deems it just and reasonable.
Court's Interpretation and Reasoning: The court considered the Applicant's compliance with previous orders, including the deposit of Rs. 240 Crores and the settlement with ex-workers. The court noted the absence of objections from stakeholders, indicating general support for the stay.
Key Evidence and Findings: The Applicant entered into a settlement agreement with the ex-workers, supported by over 90% of them. The Applicant also deposited the required funds with the Official Liquidator.
Application of Law to Facts: The court applied section 466, considering the Applicant's compliance with conditions and the support from stakeholders as justifying the stay of winding up.
Treatment of Competing Arguments: The court addressed and dismissed a belated application from a group of 34 ex-workers, noting the lack of objections from other stakeholders.
Conclusions: The court granted the permanent stay of winding up, finding that the conditions under section 466 were satisfied.

Issue 2: Compliance and Revival Steps

Legal Framework and Precedents: The court's orders were based on compliance with previous directions and the Companies Act, 1956.
Court's Interpretation and Reasoning: The court emphasized the need for compliance with its previous orders, including the deposit of funds and the settlement with ex-workers.
Key Evidence and Findings: The Applicant complied with the court's directions, including the deposit of Rs. 240 Crores and the publication of notices to stakeholders.
Application of Law to Facts: The court found that the Applicant's actions met the requirements for reviving the company and appointing new directors.
Treatment of Competing Arguments: The court dismissed competing claims as infructuous, given the Applicant's compliance and stakeholder support.
Conclusions: The court allowed the revival of the company, directing the Official Liquidator to hand over assets and appoint new directors.

3. SIGNIFICANT HOLDINGS

Verbatim Quotes of Crucial Legal Reasoning: "The Applicant has complied with clause (ii) reproduced above by filing an Undertaking on 02.01.2023... There is no objection to the relief sought in the present application from any stakeholder."
Core Principles Established: Compliance with court directions and stakeholder support are crucial for granting a permanent stay of winding up under section 466 of the Companies Act, 1956.
Final Determinations on Each Issue: The court granted a permanent stay of the winding up of Svadeshi Mills Company Ltd, directed the handover of assets, and appointed new directors, subject to compliance with the Companies Act, 2013.

The judgment reflects the court's focus on compliance with legal and procedural requirements, stakeholder consensus, and the Applicant's commitment to settling liabilities and reviving the company. The court's orders aim to ensure a smooth transition from liquidation to revival, with clear directives for the Official Liquidator and the newly appointed board of directors.

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