C.P. No.194 of 2005 (O&M) -1- IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH C.P. No.194 of 2005 (O&M) Date of decision: 20.02.2009 In the matter of Punjab Digital Industrial Systems Limited, A-39, Industrial Area, Phase-VIII, SAS Nagar, Mohali (Punjab). ..........Petitioner Present: Mr. Anil K. Aggarwal, Advocate. Mr. Meena Sharma, Advocate. Mr. O.P. Gupta, Advocate. CORAM: HON'BLE MR. JUSTICE K. KANNAN 1. Whether Reporters of local papers may be allowed to see the judgment ? 2. To be referred to the Reporters or not ? 3. Whether the judgment should be reported in the Digest ? -.- K.KANNAN, J.(ORAL) 1. The petition is filed for voluntary winding up of the company on the ground that there are no assets available and they have ceased to do business. The company stopped production of the factory in August, 2003. Even the factory licence issued to the company by the Chief Inspector of Factories, Punjab issued under the Factories Act, 1948 had expired on 31.12.2003 and the company sought for renewal of the licence. All the workers had been laid off and relieved under Voluntary Retirement Scheme (VRS) in February, 2003, except six employees who were retained for compliance of statutory requirements. 2. Since the company is not doing any business more than two years prior to the presentation of the petition namely 23.11.2005, the shareholders in the Extraordinary General Meeting held on 31.10.2005 have resolved by a Special Resolution that the petitioner- C.P. No.194 of 2005 (O&M) -2- company be wound up by orders of Court. 3. On notices being sent to the company, some workers have intervened and sought for settlement of their claims. A summary of amount payable as arrears on the basis of revised DA had been made and though the original claim was to the tune of Rs.4,66,956/-, the company has settled the claim to the tune of Rs.4,10,000/-. The Directors have filed an affidavit to the effect that the employees have been paid the said amount due to them and they have no objections. The surviving claimant is the CEO of the company, who states that he has not been paid the amount in the same way as the other employees have been paid. Particularly, he makes a reference to the fact that he had been unjustly prosecuted for some criminal case and when he was kept under suspension, salary has not been paid. His objection is that the salary should also be directed to be paid for three months when he was under suspension. 4. Mr. B.B. Khurana has appeared in person and states that all the amounts due to them had not been fully paid and he is one of the persons named in the "summary of amounts payable as arrears of revised DA" (Annexure-A1). Learned counsel for the petitioner states that although the petition has been filed in the year 2005 and the petition was also admitted, the proceedings cannot be stalled indefinitely at the instance of persons making claim over the company. According to him, the appropriate remedy would be available only after the company is wound up and when they could lodge the claims before the Official Liquidator. According to him, the right to carry on a business is a fundamental right and the right to closure itself is also C.P. No.194 of 2005 (O&M) -3- recognized as a fundamental right. Winding up decision taken by a Special Resolution of the company cannot be thwarted at the instance of the persons who claimed arrears of salary. There is substance in the contention that the winding up process itself cannot be denied or prolonged by addressing the claims of workmen or officers prior to the order of winding up itself. The direction initially given has been substantially complied with, though not wholly so. 5. In the circumstances, I am of the considered opinion that the affairs of the company cannot be carried on and the company is required to be wound up. 6. I, therefore, order that the company shall be wound up and the assets of the company shall stand vested with the Official Liquidator attached to this Court. The advertisement of factum of winding up shall also be made in Form No.53 within 14 days from the making of order in “Indian Express (Chandigarh Edition)”, “Dainik Bhaskar (Chandigarh Edition)" and in Official Gazette of Punjab Government. (K. KANNAN) JUDGE February 20, 2009 Pankaj*