1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.547 OF 2008 IN COMPANY PETITION NO.59 OF 1984 Index Tissues Pvt. Ltd. ...Petitioner Vs. Yashomati Jain & Ors. ...Applicants And The Official Liquidator ...Respondent Mr. Atul Damle for Applicants Mrs. Anulata Saundankar i/b. Ms. Gauri Godse for Interveners/Workers Mr.S. Ramakantha, Dy. O.L. Present CORAM: SMT.ROSHAN DALVI, J. DATED: 14TH JULY, 2008 P.C. 1. The Khandesh Spinning and Weaving Mills Company has been ordered to be wound up under order dated 19th September, 1984. All the assets of the Company which were in the possession and control of the Official Liquidator, appointed in the Winding-up proceedings have been sold. The secured creditors as well as the workers' claims have been satisfied. The compromise purshis Exhibit-A to this application relied upon by the Applicants shows the extent to 2 which the claims are satisfied. 2. It is the Applicants case, that no property of the Company now remains. The name of the Company and the goodwill that it had carried, is the only intangible asset of the Company. The Applicants which are the majority share holders desire to continue the Company business in the same name. Under these circumstances they have applied for staying the proceedings in relation to the winding up of the company in liquidation by order under Section 466 of the Companies Act, 1956. 3. The Official Liquidator states that there are two claims made by the workers of the Company and one M/s. Jayant Commercial Corporation which are pending in SLP filed in the Supreme Court. Paragraph 14 of the Official Liquidator's reply shows that the amount shown against the workers claims in the compromise purshis has been paid to the workers along with interest. Whereas the compromise purshis shows Rs.222.43 lakhs payable to the workers, the Official Liquidator states that he has transferred Rs.2,48,85,618/- to the Administrator of the recognised Union of the workers. 3 4. So far as the workers' further claim, if any, towards the interest is concerned the Official Liquidator' s reply in paragraph 11 shows that Rs.11,20,973.90 is lying to the credit of the Company in liquidation as on 28th May, 1980. The compromise purshis further shows that the purchaser of the properties of the Company M/s. Rajmundra Real Estate Pvt. Ltd. Mumbai has agreed that any claim made on account of the workmen, if admitted by the Official Liquidator would be paid by them to the Official Liquidator. Hence, if in the SLP of the Supreme Court, any further amount by way of interest is payable, the Official Liquidator would first pay out the amount lying with him as stated by him in paragraph 11 of the reply subject to payment of his costs, charges and expenses and then the aforesaid purchaser who has taken over the assets of the Company shall pay the remainder. 5. The claim of M/s. Jayant Commercial Corporation is stated to be of another bidder at the auction sale challenging the amount of the auction sale in favour of M/s. Rajmundra Real Estate Pvt. Ltd. That claim requires to be seperately, considered in the S.L.P filed. That has nothing to do with the application now made for staying of the winding up of the Company. 4 6. A misfeasance summons taken out by the Official Liquidator against the Directors of the Company is stated to have been dismissed for default in para 7 of the further affidavit filed by the Applicants. The Applicants have produced the relevant web-page as Exhibit-B to his affidavit. 7. The three applicants are stated to be holding 80% of the paid-up equity share capital of the Company. They form a majority of the share holders of the Company. The Advocate on behalf of the Company, on instructions from the constituted Attorney of the Applicants one Pramod P. Parab states that the Applicants shall allow the other members holding the further paid-up equity share capital of the company to continue as members in the Company and receive all benefits of the membership. 8. It is seen that all the Creditors of the Company are paid off. The properties of the Company have been sold. If any claim remains with the Liquidator and, if any other property with the Company remains in existence, it would be in the charge of the Liquidator and would be used in payment of claims, if any, made in future. No other claim has been made since the winding up order passed in 1984 as reflected 5 in the compromise purshis. No other claim is also made after the compromise purshis was signed on 6th February, 2003. 9. In view of the above facts, it would be in the interest of justice to allow the Applicants, who are the majority share holders of the Company, to continue the business of the Company in the name of the Company subject to their undertaking to pay off any claim, if any, made and which cannot be satisfied from the amount lying with the Official Liquidator to the credit of the Company at present, and on a further undertaking that the Company shall allow the minority share holders all the rights of membership in the Company as a going concern. Order accordingly. 10. This order shall come in effect after the written undertaking is filed by the Petitioners. 11. Company Application is disposed off accordingly. 12. In view of this order, the above Company Petition also stands disposed of. (SMT. ROSHAN DALVI, J.)