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TMI Blog2020 (1) TMI 280X X X X Extracts X X X X X X X X Extracts X X X X ..... advisory basis for arriving at a just conclusion with regard to the professional and financial health of the Company. VII) All creditors, workers etc. claiming their dues from the Company shall submit their respective claims with the CoM. The CoM shall quantify and prioritise the respective claims and submit a schedule of payments in consultation with the Auditors and experts appointed by the CoM. VIII) The cut-off period for filing claims with the CoM shall be the period when the Company was referred to BIFR for a rehabilitation scheme. IX) The initial remuneration of the members of the CoM shall be ₹ 1.5 lacs (Rupees One Lakh Fifty Thousand only) each. The CoM shall be entitled to secretarial and other expenses of ₹ 50,000/- (Rupees Fifty Thousand only) at the initial stage. X) Out of the total sum of money presently lying in the custody of the Learned Registrar (Original Side), High Court at Calcutta, a sum of ₹ 25 lacs (Rupees Twenty Five Lacs only) be initially placed at the disposal of the CoM, which shall keep the said money in a separate account in a Nationalised Bank, to be operated on the basis of joint signatures of two members of the CoM. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on'ble Justice Subrata Talukdar For the Appearing Parties : Mr. Surajit Nath Mitra, Sr. Adv., Mr.Abhrajit Mitra, Sr. Adv., Mr. Pramit Kr. Ray, Sr. Adv., Mr. Pradip Kumar Dutt, Sr. Adv., Mr. Debashis Kundu, Sr. Adv., Mr. Siddhartha Mitra, Sr. Adv., Mr. Jishnu Saha, Sr. Adv., Mr. Dhrubo Ghosh, Sr. Adv., Ms. Manju Agarwal, Mr. Subhransu Ganguly, Mr. Jaydeb Ghorai, Mr. Jishnu Chowdhury, Mr. Sarvapriya Mukherjee, Mr. Pranit Bag, Mr. Y. Kochar, Mr. A. Agarwalla, Mr. Saugata Banerjee, Mr. D.K. Jain, Mr. Ishan Saha, Mr. Bajrang Manot, Mr. R. Upadhyay, Mr. Anirban Ray, Mr. Soumabho Ghose, Mr. Prasanta Naskar, Mr. S. Sarkar, Mr. Aditya Kanodia, Mr. Abhishek Halder, Mr. Binay Ch. Dhara, Mr. B.K. Jain, Mr. A. Jain, Mr. Deepak Kr. Singh, Mr. Rajib Mullick, Learned Advocates. ORDER Subrata Talukdar, J: Like the Sun which is centre of our Galaxy, the Milky Way, at the centre of all the above noted connected applications is the winding-up petition filed close to 32 years ago and numbered as Company Petition 2/1987 (for short CP 2/1987). CP 2/1987 seeks winding-up of Baranagore Jute Factory PLC (for short the Company or only BJF). The Company Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the High Court appointing Joint Special Officers under whose supervision the Committee of Management was to be constituted on an ad-hoc basis with other directions. Mr. Raj Kumar Nemani being aggrieved by the order dated 27.09.1988 passed by the Division Bench filed a special leave petition before this Court on 07.10.1988 and this Court, by an order dated 30.11.1988 directed that the scheme proposed by Raj Kumar Nemani supported by the workers and unsecured creditors be accepted with a direction for implementation of detailed Scheme. The learned Company Judge was directed to work out the Scheme. The order passed by this Court on 30.11.1988 reads as under:- R.K. Nemani Anr. .. Appellants -Versus- Shiva Co. Others .. Respondents ORDER Special leave granted. Heard, learned counsel for the parties. Having regard to the scope of this appeal and having considered the report of the Special Officer, dated 13th November 1988 made pursuant to the order of this Court, we are of the opinion that the scheme supported by the workers and unsecured creditors of Raj Kumar Nemani, be accepted and a detaile ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion Bench of the High Court to be disposed of expeditiously, while also directing payment to the unsecured creditors to be made @ 2% per month from 01.03.1993. The said order dated 22.03.1993 in S.L.P.(C) No. 6505 of 1992 reads as follows:- Acumen Trading Corporation Anr. .. Petitioners -Versus- Committee of Management of Baranagore Jute Factory Ors. ..Respondents Dated : 22nd March, 1993 Coram: Hon'ble The Chief Justice Hon'ble Mr. Justice A.S. Anand ORDER 1. We have heard counsel for all the parties. 2. By an order dated 16th December 1991, the learned Company Judge of the Calcutta High Court cancelled the scheme earlier sanctioned on the ground that the terms of the scheme particularly in the matter of the schedule of payments to the creditors had not been complied with. That order was carried up in appeal before the Division Bench of the High Court, which by its order dated 24th March 1992 now under appeal, stayed the order of the learned single Judge. The Division Bench directed that instead of payment of 2% p.m. to the unsecured creditors contaminated by the scheme, there s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ourt. The said amount was kept in term deposits. On 11.03.1994, this Court set aside the order of the Division Bench of the Calcutta High Court passed on 24.03.1992 reducing rate of payment from 2% to 1%. This Court also directed the Committee of Management to deposit from the month of April, 1994 onwards a sum of ₹ 8 lacs per month with the Registry of Calcutta High Court. Further directions were also issued while remanding the matter back to the learned Company Judge for distribution of ₹ 40 lacs amongst the creditors. The above order reads as follows:- Acumen Trading Corporation Anr. .. Petitioners Versus Committee of Management of Baranagore Jute Factory Ors. .. Respondents ORDER We have heard counsel on both sides, originally the learned Company Judge in the High Court directed the Committee of Management to deposit sums equivalent to 2 per cent per month calculated on the basis of the extent of unsecured indebtedness of the company. Subsequently, there was a modification of this order as to the rate of the payment reducing the extent from 2 per cent month 1 per cent per month. This was done by the appellate bench. The unse ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r of the High Court. The Company Judge also directed certain lump sum payments to six substantial creditors, except Nemani Group on the basis of the list approved in the Court's Scheme prior to cut- off dates in October, 1987 before issuing advertisement inviting claims from creditors, while directing payments to be made to certain parties. An appeal against the said order dated 13.12.1994, the Division Bench allowed the Jain-Jalan group to continue and carry on with the process of the Scheme, but set aside the direction for preferential payment to six named unsecured creditors. The learned Company Judge by order dated 23.12.1996 also directed all unsecured creditors to lodge their claims with the Registrar of the High Court. The learned Company Judge, on the note of the Registrar, directed, inter alia, the Registrar of the High Court to confine to the claims of those unsecured creditors as on 28.10.1987 i.e. the date of winding-up order and the amounts quantified against their names in the list of unsecured creditors appended to the Company Application No.63 of 1987 affirmed on 27.4.1997. Pre-scheme unsecured creditors including the appellants lodged thei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed payments from the Registrar of the High Court upon furnishing the requisite Bank Guarantee. Learned single Judge of the High Court passed an order on 19.12.2002, inter alia, holding that the possession of the Company by the alleged Board of Directors was wrongful, while directing the Official Liquidator to take possession of the Company (in liquidation). Several appeals were preferred from the order. The Division Bench, while staying the operation of the order dated 19.12.2002, directed the Joint Special Officers to take possession. The Division Bench in appeals filed against the order dated 08.03.2001 made an order dated 3.3.2004 directing re- adjudication of the claims of the appellants which had already been adjudicated. According to the appellant, the Division Bench without appreciating that the appeal itself was not maintainable having been filed by 9 outsiders having no locus standi is not correct in directing re- adjudication of the claims of the petitioner. The Bench also dis-allowed the appellant's rights to claim the said amount as a member approved in the list of unsecured creditors distinct from the Nemani group. Being aggrieved by the impugned judgmen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Highway Authority of India to the said company which is presently lying with the Registrar, Original Side, High Court, Calcutta and the company would be left with a surplus of about ₹ 50 crores after meeting all its losses and liabilities, held that the said company can no longer fall within the ambit of the expression sick industrial company as defined in Section 3(i)(o) of the SICA. Considering the improved financial health of the said company, the Hon'ble Supreme Court held that the question as to whether the company, which was incorporated and registered in England having its business and assets in India can maintain any application for reference before the Board of Industrial and financial Reconstruction (in short BIFR) under the provision of Sick Industrial Companies (Special Provision) Act has practically become academic and redundant. Hence without deciding the said question finally, the special leave Petition arising out of the said BIFR proceeding was disposed of by the Hon'ble Supreme Court without making any observation therein as to the entitlement of any particular group of shareholders to run and manage the affairs of the said company, and the said is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... parties who may desire to have a copy thereof so that the affidavits may be exchanged between the parties who are interested to file such affidavits in the said proceeding and all those applications can be decided simultaneously after exchange of affidavits between the parties. The legality and/or validity of the said order passed by the Learned Company Court on 28th February, 2014 in TA No. 125 of 2013 heard alongwith the other pending applications, is under challenge before us in this Letters Patent appeal. It is relevant to mention that before the Hon'ble Apex Court as decided by the judgement dated 24th May, 2006 (supra), the primary issue was one as to whether the workers' union of the Company could maintain an application under Section 529A of the erstwhile Companies Act, 1956 (for short the 1956 Act), which is however the Act applicable in determining the questions that have arisen in the present proceedings. While answering the claim of the workers' union under Section 529A (supra) in the negative, the Hon'ble Apex Court was pleased to also observe as follows:- In any event since the Company is functioning as a going ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ither the workers nor the so-called creditors enjoy any legal status to claim their alleged dues. Mr. Mitra submits that after meeting all current liabilities, the Company shall be left with a surplus of ₹ 50 Crores and such has been recognised by several orders of this Court passed from time to time. Arguing that the Court should not stand in the way of the money being handed over to the present management in the interests of all, Mr. Mitra emphasises that this is neither a classical nor, a typical case of winding-up covered by the Companies Act, 1956. The stand of the present purported management is supported by other Learned Counsel, Mr. Siddhartha Mitra, Mr. Pradip Dutta and Mr. Jishnu Chowdhury, claiming to represent several entities and workers who are respectively and presently associated with Mr. Mitra' clients and depend on the Company for their livelihood. Per contra, Mr. Pramit Kumar Ray, Ms. Manju Agarwal, Mr. Jishnu Saha, Mr. Debashis Kundu, Mr. Dhruba Ghosh and other Learned Counsel opposing Mr. Mitra, raise serious doubts about the credibility and credentials of the present purported management to be able to run the Company and th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... refuted by the Learned Counsels appearing for different groups of interveners, i.e. the shareholder, the workers union and the unsecured creditors, as according to them the issue as to whether the winding up proceeding has been permanently stayed or not is still an alive issue which is required to be resolved by the Company Court. Contradictory stand, taken by the parties against each other on the issue of permanent stay of the winding up proceeding, leads us to investigate deep into the matter to find out the present stage of the said winding up proceeding. In this regard, it is worth mentioning here that apart from mentioning that the Company is a going concern and the winding up proceeding against the said company has been permanently stayed under Section 466 of the Companies Act, 1956, by the Hon'ble Supreme Court in the said judgment dated 24th May, 2006 passed in the Civil Appeals No. 4101-4103 of 2004, the order passed by the Company Court and/or any other competent Court staying the winding up proceeding against the said company permanently under Section 466 of the Companies Act, 1956, could not be produced before this Court by the appellant/petitioner in sp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the materials on record and without resolving these issues, we cannot came to a definite conclusion as to whether the winding up proceeding against the said company was permanently stayed or not. That apart we find the when acquisition compensation money was payable to the company by the National Highway Authority, one of the interveners filed an application praying for injunction for restraining the National Highway Authority from paying the acquisition compensation money to the Appellants and the Company Court ultimately passed an order on 23rd February, 2011 restraining the National Highway Authority of India from making any payment on account of compensation to the company in liquidation, except by way of an Account payee cheque to the Registrar, Original Side, High Court, Calcutta. The Registrar, Original Side, High Court, Calcutta upon receipt of such payment shall keep the same in a short term fixed deposit, subject to further order of the Court with the SBI Main Branch. While passing the said order, it was recorded by the Company Court that the said company was described as a company in liquidation as already winding up order was passed by this court and the full ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... opriately protecting the same from being used by the company. Even the respondents herein had ... no objection to money being protected... . The court had, in fact, declined the request made by the respondents ... to receive the compensation and to keep the same in fixed deposit subject to further orders of the court . The Official Liquidator was of the view that ... the money should be deposited with the Registrar, Original Side . 19. After considering the submissions of the learned Counsel appearing for the parties, the learned Single Judge, formed the opinion that ... the submission made on behalf of the Official Liquidator is also in conformity with the submission made by Mr. S.N. Mitra, who has largest support of the parties before me (the court) . Hence, the learned Single Judge made it clear that In that view of the matter, the National Highway Authority was restrained from making any payment on account of compensation to the company in liquidation except by way of an account payee cheque to the Registrar, Original Side of the High Court . Therefore, it is fairly clear that the court had in mind the entire compensation paid by the NHAI in respect of the land ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of the expenditure made by the respondents of the amount they received. To quote the relevant background: We have also looked into the details of utilisation of the refund as given in the schedule being Annexure 'L' to the stay application filed before us, wherefrom it appears that ₹ 1,19,18,723/- was paid towards arrear electricity charges by three account payee cheques drawn on Axis Bank Ltd., particulars whereof have been given in the schedule. Another ₹ 2,23,00,000/- has been kept in fixed deposit as lien for issuance of bank guarantee favouring CESC Ltd., against the security deposit to be paid to CESC Ltd., for continuation of supply of electricity. This payment has been made by cheque dated 28th June, 2014 and also by transfer from Syndicate Bank on 28th June, 2014. A sum of ₹ 24,92,582/- has been paid towards arrear Central Sales Tax [Partial Payment]; ₹ 34,56,910/- towards Employees State Insurance contribution; ₹ 44,44,044/- towards Provident Fund contribution; ₹ 66,00,000/- towards arrear dues of Jute Corporation, a government body and ₹ 4,68,85,198/- towards arrear wages, arrear ex gratia payment, arrear gr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re only for the purpose of this order and shall not have any bearing on the consideration by the learned Single Judge in the contempt proceedings. 27. The appeals are allowed as above. There shall be no order as to costs. Again by order dated 24th April, 2017, the Hon'ble Apex Court was pleased to record as follows:- The learned counsel appearing for the company, on specific instruction, submits that no account of the company in any bank is being operated. Thereafter by order dated 8th May, 2017, the Hon'ble Apex Court recorded as follows:- Mr. R. Basant, Mr. Krishanan Venugopal and Mr. Sanjeev Sen, learned senior counsel appearing for the appellants, submit that despite the order passed by this Court, the company is operating by circumventing the orders passed by the Court. Therefore, it is submitted that the amounts received by the company may be directed to be deposited in the account of the company. The learned counsel appearing for the company submits that whatever amounts are received by the company are being deposited in the account of the company and as of now, there is an amount of around ₹ 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h October, 2015 are reproduced below:- a) Whether the order winding up the company has been stayed? If so on what terms? b) Whether consequent to the order of winding up a list of contributions was settled by the Court? If not, what step should be taken? c) Whether any order calling upon the contributories to pay their debts was passed? If so, the result thereof- if not what step should be taken? d) Whether any order directing the contributories to pay call money was passed- if so, the result thereof, if not, what step should be taken? e) Whether any order was passed fixing a time within which the creditors were to prove their debts- If so the result thereof- If not what step should be taken? f) Can the assets and properties of the company in liquidation be applied for any purpose other than satisfaction of the liabilities of the creditors? g) Do the clients of Mr. Kapur or M/s. L.P. Agarwala Co. or either of them have any right to appropriate the assets and properties of the company in liquidation? h) What is the status of the committee of the management which is in control of the affa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... submits that the majority shareholding of his client, Mr. K.M. Tapuriah, was surreptitiously recalled without following process known to company law. Accordingly, Learned Counsel seeks a further opportunity to address this Court on the demerits of the purported takeover of the Company by the present management and thereby restore the Company to its rightful owners. Before concluding this discussion it would be relevant to notice that pursuant to the solemn direction of the Hon'ble Apex Court dated 30th August, 2017 to hear out CP 2/1987 expeditiously read with the further direction of the Hon'ble Apex Court dated 23rd February, 2018 to decide all disputes in one go, the matter was taken up on priority basis by the Learned Company Judge till ultimately released by order dated 12th June, 2018, whereupon the matter was reassigned before this Court. By order dated 27th August, 2018, this Court was pleased to notice a Registry Report dated 24th August, 2018 to the effect that documents relating to CP 2/1987 could not be traced. By the order of the same date this Court permitted the Registry to take steps as follows:- (a) Trace out the original recor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ogether or for a limited time, on such terms and conditions as the Tribunal thinks fit. (2) On any application under this section, the Tribunal may, before making an order, require the Official Liquidator to furnish to the Tribunal a report with respect to any facts or matters which are in his opinion relevant to the application. (3) A copy of every order made under this section shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the Registrar, who shall make a minute of the order in his books relating to the company. 22 Perusal thereof would indicate that the Court may at any time after making a winding up order on the application either of the Official Liquidator or of any creditor or contributory and on proof to the satisfaction of the Court, that all proceedings in relation to the winding up ought to be stayed, make an order staying the proceedings either altogether i.e. permanently or for a limited time that means temporarily, on such terms and conditions as the Court thinks fit. The Court may before making an order, require the Official Liquidator to furnish a report in respect of the facts or matters which ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Court will refuse an order if there is evidence of misfeasance or of irregularity demanding investigation; the jurisdiction for stay can be used only to allow in proper circumstances a resumption of the business of the company and the Court is to consider whether proposal for revival of the company is for the benefit of the creditor but also whether the stay will be conducive or detrimental to commercial morality and to the interest of the public at large; any other relevant fact which the Court thinks fit be considered for granting or not granting the stay having regard to the peculiar facts in a particular case also would govern the exercise of the power. 30. In my view, what the submissions canvassed by Mr.Tulzapurkar overlook is, that a company is not a enterprise only of the shareholders. It is not only they who are interested in setting up and running companies. The status of a company incorporated and registered under the Indian Companies Act, 1956 has been best summarised in the judgment of the Hon'ble Supreme Court in the case of National Textile Workers Union v. P.R.Ramakrishnan reported in AIR 1983 Supreme Court 75 in the following words: 4. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stitution have since guided and shaped this new corporate philosophy. We shall presently refer to some of the Directive Principles of State Policy set out in Part IV which clearly show the direction in which the corporate sector is intended to move and the role which it is intended to play in the social and economic life of the nation. But, one thing is certain that the old nineteenth century view which regarded a company merely as a legal device adopted by shareholders for carrying on trade or business as proprietors has been discarded and a company is now looked upon as a socio- economic institution wielding economic power and influencing the life of the people. 31. Lest it may be said, that after globalisation, liberalisation and privatisation so also the change in economic scenario since 1990, these principles may no longer hold good, in a judgment which was once again delivered by five Judges Bench of the Hon'ble Supreme Court post this era and reported in AIR 1994 Supreme Court 2696 (Workmen of Meenakshi Mills Ltd etc v. Meenakshi Mills Ltd and another), this is what is held: 33. Thus, it is not as if public interest, commercial morality and corporat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r and distribution of the proceeds to the creditors, workers, and contributories of the company ultimately resulting in the death of the company by an order under Section 481 of the Act, being passed. But, nothing stands in the way of the Company Court, before the assets are disposed of, to accept a Scheme or proposal for revival of the Company. In that context, the Court has necessarily to see whether the Scheme contemplates revival of the business of the Company, makes provisions for paying off creditors or for satisfying their claims as agreed to by them in terms of Section 529 and Section 529A of the Act. Of course, the Court has to see to the bonafides of the Scheme and to ensure that what is put forward is not a ruse to dispose of the assets of the Company in liquidation. D) It does not therefore appear, in the considered view of this Court, that the manner of exercise of discretion by Court when called upon to decide an application for permanent or partial stay of winding up was noticed or discussed In Re: Ajitsaria as elaborately elucidated In Re: Forbes (supra). The principle of granting stay of winding up has been discussed in a catena of judgements relied upon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iver or furnishing a statement of affairs; (2) that there has been an undisclosed agreement between the promoter and the vendor to the company as to the participation by the promoter in fully paid shares forming the consideration for the purchase of property by the company on its formation; (3) that the promoter has made gifts of fully paid shares to the directors; (4) that there are any other matters connected with the promotion formation or failure of the company or the conduct of its business or affairs, which appear to the court to require investigation. The same principles are apparently applicable whether the company has or has not invited the public to subscribe for its shares except, possibly, in the case of a private company, where all the shareholders have full knowledge of what has been done. 28. Therefore, from the above principles which has been summarised in different authorities and the decision referred to hereinbefore it appears that the discretion for stay under section 466 can only be exercised by the Court (1) if the Court is satisfied on the materials before it that the application is bonafide (2) the Court would be guided by the principles and defi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... It will be contextual to record at this juncture that an application being CA 957 of 2010 connected to CP 2/1987 seeking the relief of permanent stay of the winding up is still pending notwithstanding the reliance placed by a section of the Learned Counsel on In Re: Ajitsaria. It will be also contextual to mention that CA 957 of 2010 is also being decided by this common judgement and order. F) The legal definition of custodia legis is fairly uniform through several judicial pronouncements which are reproduced as follows:- 1962 (32) Company Cases Page 1186 (Cal) Mahaluxmi Cotton Mills Ltd. (In Liquidation) The observations in this case of the learned judges of the Madras High Court are relevant to the point urged before me. At page 572 Spencer C.J. has said that if in pursuance of the court's order the receiver had mortgaged the press for raising a fund to defray the costs of his management that mortgage would have taken precedence over the mortgagee's security. At page 573 Srinivasa Ayyangar J. observes as follows: .......... when property is placed in custodial egis, by the appointment of a receiver, all the orders passed by the court ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... running the mill in pursuance of the order of this Court should not have precedence over the bank's alleged claim. It has also been urged on behalf of the bank that there are reasons to doubt the genuineness of the petitioner's claim and the petitioner should be relegated to a suit. According to learned counsel for the bank the sale of the mill to Gajraj Pannalal was confirmed on March 18, 1960; but it appears from the annexure to the petition that the major portion of the petitioner's claim arose on the 31st March, 1960 and thereafter. Secondly, the petitioner has claim in this application a sum of ₹ 58,608.35; but strangely enough it is now willing to accept only ₹ 38,830.40 admitted by the Receiver. 1952 SCC Online P H 128: ILR (1954) 1 P H 916: AIR 1954 P H 257 Roop Chand vs. Gulzari Lal, etc. Section 60, Civil P. C. declares that all property belonging to the judgment-debtor or over which he has a disposing power which he may exercise for his own benefit is liable to attachment and sale in the execution of a decree. The question is whether a Judgment-debtor can be said to have disposing power over property in 'custodia le ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r pending debts/obligations are met from out of the funds pumped in by NHAI. I) Series of orders of the Hon'ble High Court and the Hon'ble Apex Court (supra) have shown the less than laudable state of accounts of the Company/BJF. No light has been thrown by the present management on the basis of hard audited evidence that the Company/BJF has seen a real turn-around on its own steam. To the contrary, the Court appointed CoMs, Jt. Special Officers and the Official Liquidator have complained before this Court of denial of access by the Company to any inventory of its property and assets. By way of illustration, the sum of ₹ 8 lacs only directed to be periodically deposited by the Company to the Registry of this Court towards satisfaction of part of the Company' dues, has remained largely unpaid till date. The stand of the Company/BJF is of denial of status and claims of the applying creditors read with the infructuous status of CP 2/1987, since the petitioning creditors of CP 2/1987 are no more around to press their dues. J) Before arriving at its operative part, this Court is also required to discuss the issue of alleged illegal wresting of man ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ourt, is the financial stability of the Company. It does not need iteration that the viability of the Company projected before this Court was only by Mr. Abhrajit Mitra' clients, opposed to the teeth by other Learned Counsel. It needs iteration that one of the Learned Joint Special Officers and the Official Liquidator have complained to this Court of denial of access for the past several years from taking inventory of the assets and properties of the Company. P) At the same time from the orders of the Hon'ble High Court and the Hon'ble Apex Court as quoted above in this judgement, it can be gathered that the Company's Books of Accounts remain a mystery wrapped in an enigma. The fact that the Company has been defaulting in the payment of Court ordered dues, for instance the sum of ₹ 8 lacs to be deposited periodically, has only deepened the enigma. It is equally enigmatic that the Company's fortunes are claiming to witness a turn-around only after the arrival of the funds from the NHAI. In the backdrop of the above discussion and, for each, several as well as all of the above recorded reasons, this Court directs as follows:- I) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ficers at the Government/Administrative level shall render assistance to the CoM, as and when called for. XIII) The CoM shall be entitled to place its recommendations before the Court. The CoM shall keep in mind that the template of Company Law Jurisdiction has been transformed over the years, making it necessary for this Court to observe that the present litigation associated with CP 2/1987 alongwith its connected CAs is almost antique, thus requiring any surviving rights of parties to be tested under current laws. XIV) Accordingly, CP 2/1987 is kept alive formally on record to enable the Court to pass appropriate and further orders to assist the transition in terms of Direction XIII) (supra), as may arise after receiving the Report of the CoM. XV) For the reason that the issues of an alleged surreptitious change in management and the oppressive nature of the existing management, as also alleged, is not examined at this stage, CAs 905/2016, 586/2010, 388/2013, 99/2017 and 480/2017 which raise such issues, are also made returnable with CP 2/1987 at the next listing. XVI) The CoM shall file its Report before the Court within a period of three mont ..... 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