1987 (2) TMI 429 - HC - Companies Law

Summary

Issues:
1. Application for recalling the winding up order of the company.
2. Compromise agreement between the petitioner and respondent.
3. Concealment of the winding up order in the compromise application.
4. Effectiveness of the compromise agreement post the winding up order.

Analysis:
The petitioner filed an application to recall the winding up order of the company, seeking withdrawal of the company petition based on a compromise agreement. The affidavit revealed a compromise agreement between the parties regarding the payment of dues, filed in the Execution Court. However, the compromise application did not mention the winding up order passed by the High Court, which renders any subsequent agreements ineffective. The court noted that once a winding up order is issued, the company's assets are under the official liquidator's custody, barring any dealings with the company's property.

The history of the case showed previous attempts to settle disputes amicably, including a decree in the High Court of Delhi transferred to the Meerut court for execution. The winding up petition was filed after failed settlements, and the order was passed uncontested on December 8, 1986. The court highlighted that the compromise application was made after the winding up order without disclosing it to the Execution Court, rendering the subsequent order ineffective due to the concealment of a material fact.

The judge emphasized that the failure to disclose the winding up order in the compromise application was crucial, as it would have impacted the Execution Court's decision. The court concluded that there was no basis to recall the winding up order, given the concealment of relevant information in the compromise application. The judge dismissed the application, affirming the ineffectiveness of the compromise agreement post the winding up order due to the non-disclosure of critical facts.