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TMI Blog2001 (2) TMI 955X X X X Extracts X X X X X X X X Extracts X X X X ..... fitably and, therefore, on account of its bankruptcy, various creditors, the Union of India and several banks filed a petition in the Calcutta High Court for winding up of the company. After protracted proceedings in the High Court, an application was filed under sections 391 to 394 of the Companies Act, 1956 ('the Act'), for sanctioning a scheme of arrangement and compromise between the company and the Central Inland Water Transport Corpn., Ltd. ('the Corporation'). When the scheme was sanctioned, the appellant union had appeared before the court to protect the interests of the workmen. The appellant union, in fact, filed an appeal to the Division Bench of the High Court which, however, was dismissed upholding the order of the learned Single Judge sanctioning the scheme. 2. In brief, the scheme provided, inter alia, that all the properties and assets, but only some of the liabilities would vest in the Corporation. It was agreed that the Corporation would take over as many of the mem-bers of the staff and work-force of the company as was possible under the circumstances, but the number to be employed would be within its discretion. Those employees who were not taken over by the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion 25FF of the Industrial Disputes Act. Another question was refer- red as to whether the company has been closed within the meaning and contemplation of section 25FFF of the Industrial Disputes Act; and if so, what amount of compensation the workmen mentioned in both the lists were entitled to ? This reference was again challenged in the High Court under article 226 by a writ petition. The writ petition was partly allowed striking down the issue relating to claim arising under section 25FFF from the company. The Union of India did not file an appeal against it; but the Corporation went in appeal against the order insofar as the learned Single Judge held that the Labour Court had jurisdiction to adjudicate upon other issues. The Division Bench dismissed the appeal. Thereafter the matter was carried to this court. This Court in Central Inland Water Transport Corpn. Ltd. v. Workmen [1974] 4 SCC 696, disposed of the said matter. 5. In the said decision, it was explained that the scope of section 33C(2) is limited and those proceedings are akin to the execution proceedings. It was also made clear that the right to receive compensation as if the workmen are retrenched under section 25 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd The Hindustan Standard, as per Exhs. A, A/1 and A/2. In a case under section 481 when the affairs of the company had been completely wound up or when the liquidator cannot proceed with the winding up of the company for want of funds and assets or for any other reason whatsoever, and it is just and reasonable, an order of dissolution can be passed. In the instant case, such an order was made and, therefore, this resulted in the civil death and the very existence of the company came to an end. It was also held that by section 25F of the Industrial Disputes Act, a prohibition against retrenchment until the conditions prescribed by that section are fulfilled, is imposed, by section 25FFF(1) of the Industrial Disputes Act, termination of employment on closure of the undertaking without payment of compensation and without either serving notice or paying wages in lieu of notice is not prohibited. So it is not a condition precedent to closure. The Tribunal held that there is a complete closure of the company with effect from 3-5-1967 and thus answered Issue 1 against the appellant union. On the second issue, it was noticed that in the Scheme, there is no provision for transfer of the un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g sanction of the scheme for dissolution of the company, it could be inferred that it was a case of reconstruction of the company, the properties and the assets are transferred to and vested in the Corporation by the members of the company. Liabilities in relation to creditors have nothing to do with the matter of employment in relation to river transport undertaking continued by the Corporation after sanction of the scheme as employer as defined by section 2(g) and in support of this proposition, relied upon the decision in Central Bank of India Ltd. v. P.S. Rajagopalan AIR 1964 SC 743. 9. The party-in-person emphasised that this Court in Central Inland Water Transport Corpn. Ltd. v. Workmen [1974] 4 SCC 696 observed that there is no actual change of employer by reason of the transfer, nor do the three clauses of section 25F of the Industrial Disputes Act apply. Therefore, prima facie, the claim of the workmen would be either for work or for compensation under section 25FF of the Industrial Disputes Act against the Corporation. It is also submitted that the workmen belonged to the underprivileged segments of the society and were exploited and dominated and that the Scheme did not ..... X X X X Extracts X X X X X X X X Extracts X X X X
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