Case: M/S Bakemans Industries Pvt.Ltd Vs. M/S New Cawnpore Flour Mills

3. Certain basic facts are not in dispute which are as under:SICOM Ltd. (SICOM in short) advanced a loan of Rs.17 crores to the appellant (M/s. Bakemans Industries Pvt. Ltd.). It became a defaulter. SICOM issued a notice under Section 29 of the State Financial Corporations Act (1951 Act in short) on 22nd January, 2003. Another notice was issued for taking over possession of the properties of the sister concern of the appellant, viz. Captain Hygiene Products Ltd. Appellant and its sister concern filed two writ petitions in the Punjab and Haryana High Court at Chandigarh. They were dismissed as withdrawn on 10th February, 2003.4. 1st respondent and fourteen others filed fifteen applications before the Delhi High Court for winding up of the appellant-company. Notices were issued thereupon. SICOM issued a second notice under Section 29 of the 1951 Act on 6th June, 2003.5. Indisputably the factory of the appellant was an ongoing concern. SICOM took over the possession of the appellants factory at Patiala on 18th July, 2003. It was at that time in operation. It had finished bakery products which were perishable in nature. Allegedly the operations were shut down and the factory was locked.6. We may notice here that different proceedings were initiated either at the instance of the appellant or at the instance of some of the respondents.7. Appellant evidently took recourse to a proceeding which was unknown to law. A purported agreement was entered into by and between the appellant and one NRI Lead Bank. We are not aware as to what were the disputes about between them. The said purported disputes were referred to Arbitral Justice Tribunal of ADR Arbitration, a body said to have been recognized by the Government of India in terms of Section 21 ofthe Arbitration and Conciliation Act, 1996. A purported reference of disputes in terms of a purported arbitration agreement contained in a composite instrument dated 14th August, 2003 was referred on 16th August, 2003. It was accepted by the Tribunal on 18th August, 2003 and notices were issued. The majority of the Tribunal opined that there was no genuine arbitration agreement. The arbitration proceeding was closed on 23rd August, 2003.8. A new set of Arbitrators was constituted by the Tribunal who rendered an award on 16th August, 2003 upon holding a days sitting only opining that (i) taking over of the unit was illegal and (ii) a direction was issued to handover possession to Bakemans.9. A purported execution petition was filed by NRI Lead Bank before the Delhi High Court seeking execution of a purported written agreement/settlement dated 16th August, 2003 passed by the Board of Conciliation in the said proceedings.10. The execution petition was filed not only against the appellant and its sister concern, Captain Hygiene Products Pvt. Ltd. but also against SICOM. Industrial Development Bank of India, Industrial Finance Corporation of India, HUDF Bank, State Bank of Patiala, and Punjab State Industrial Development Corporation Ltd. were also impleaded as parties therein.11. We shall deal with the factual matrix thereabout a little later.12. However, in the meantime, another proceeding by way of an application under Section 9 ofthe Arbitration and Conciliation Act, 1996 was filed before the Tis Hazari Courts, Delhi. It was registered as Misc. Suit No. 139 of 2003. Inter alia, a prayer was made therein to appoint a receiver. However, it appears that another Bank initiated a proceeding before the Debt Recovery Tribunal for recovery of its dues. A Receiver was appointed by the said Tribunal in respect of the perishable goods on 1st September, 2003.13. Possession of the said perishable goods lying in the factory was taken from SICOM. A spot report was prepared.14. Appellant in the meantime relying on or on the basis of the said purported Award of the Board of Conciliation took forcible possession of the factory premises on 14th September, 2003.15. SICOM filed an application in the said purported execution proceeding seeking for the following directions:i) to withdraw the proceeding before the learned Additional District Judge;ii) to vacate and handover the premises;iii) to grant prohibitory injunction; andiv) to stay the operation of the Arbitration Award.16. An order of status quo which had been passed earlier was directed to be maintained by the parties by the High Court on 15th September, 2003.17. An application for modification of the order dated 15th September, 2003 was filed by SICOM on 16th September, 2003.18. Appellant also filed an application for permission to sell all perishable goods lying in the factory. Allegedly, the Receiver was asked to sell the perishable goods. It also directed the appellant to pay some amount to show its bona fide. Appellant furthermore filed an application for vacation of the order dated 15th/16th September, 2003. On 28th November, 2003 an assurance was also given to the Court that the appellant will come with a definite proposal for payment to the creditors. By an order dated 18th December, 2003 the High Court directed the appellant to deposit a sum of Rupees two crores failing which SICOM was given a liberty to proceed with the statutory remedies available to it under the Act for sale of the properties. An undertaking was given to the Court by the Managing Director of the appellant in the followingKumar Gupta, Managing Director of judgment debtor No.1 and Director of judgment debtor No.2, who is present in Court, undertakes to the Court that on or before 7.2.2004, a sum of Rs.2 crores would be deposited with judgment debtor No.3, to be apportioned towards the liability of judgment debtor Nos.3,4 and 5. Judgment debtor Nos.1 and 2 shall also give a proposal for settlement, setting out a firm payment schedule for consideration of judgment debtor Nos.3, 4 and 5. In the event the payment of Rs.2 crores is not made on the date stipulated, judgment debtor No.3 would be at liberty to avail of statutory remedies available at law for sale of the property.Counsel for the parties also pray that the modalities of restoration of possession be got done under the supervision of officers of this Court, so as to avoid unseemly controversies and a clear account of the equipments, machinery and the assets, of which possession is taken over at the factory premises is available. Considering the quantum of work required, counsel for the parties pray that at least three Local Commissioners be appointed. Accordingly, I appoint Mr. D.K. Batra, Joint Registrar of this Court, Mr. S.P.Tara, Deputy Registrar of this Court and Mr. Anil Kumar Arora, Sr.Personal Assistant of this Court, as the Local Commissioners to visit the Factory Area, Village Rasulpur Saidan, Tehsil and District Patiala, State of Punjab. The Local Commissioners shall make a complete inventory of the equipment, machinery, assets, raw materials, finished, semi finished products, if any. The possession of factory and assets be handed over to the representatives of respondent No.3. Inventory be also got signed by the parties. The Local Commissioners may in their discretion also make any observation with regard to the condition or state of equipment, assets etc. The Local Commissioners to execute the commission on 23.12.2003 at 11.00 a.m. The fee of the Local Commissioners, Mr.D.K.Batra is fixed as Rs.22,000, Mr.S.P.Tara is fixed as Rs.20,000/- and Mr.Anil Kumar Arora is fixed as Rs.18,000/- , exclusive of out of pocket, travel and lodging expenses.Learned counsel for judgment debtor Nos.1 and 2 submit that upon payment of Rs.2 crores and a firm schedule being given for repayment, as acceptable to the financial institutions, the Court should grant repossession to judgment debtor No.2. This aspect would be considered upon the payment of Rs.2 crores having been made and firm schedule for repayment having been given and accepted. Counsel for judgment debtor Nos.1 and 2 state that, in the meanwhile, they would not proceed further with the arbitration proceedings, initiated before the ADR, Arbitral Tribunal No.3. Mr. Arun Bhardwaj, counsel for judgment debtor No.1, further states that judgment debtor No.1 would not proceed with Suit No.139/2003, pending in the Court of Sh. S.K.Sarvaria, A.D.J., Delhi.In the meantime, SICOM obtained a valuation report in respect of the factory form a Public Sector Organization known as Northern India Technical Consultancy Organization Ltd. (NITCOL). In the said proceeding, SICOM had also moved an application for direction to permit them to publish an advertisement for sale of the moveable properties of the appellant and to invite bids for sale.20. We may now deal with the process of sale of assets of the company. The factory of the appellant was situated in village Rasulpur, District Patiala in the State of Punjab. The land measured 30,544 sq. yards. The building comprised of three floors having RCC construction. There were plants and machineries. There was also unpacked material which had been imported from abroad. Pursuant to the permission granted by the Court to SICOM to make an advertisement, one was issued in Economic Times (All Editions), Business Standard (All Editions), Tribune (Chandigarh Edition) and Dainik Bhaskar (Chandigarh and Patiala Editions). As the appellant failed to deposit the said sum of Rupees two crores and never submitted the definite proposal in terms of the order dated 28th November, 2003, SICOM was given the liberty to proceed with the sale.21. On or about 15th March, 2004, respondent No.4, Ceylon Biscuits Pvt. Ltd. filed an application seeking direction that they be also permitted to inspect the factory on the premise that they had held negotiations with the appellant for taking over the entire unit. Counsel who was representing the appellant also represented Ceylon Biscuits Pvt. Ltd.22. A question was raised in regard to the jurisdiction of the executing court to proceed with the matter of sale of the properties. By reason of an order dated 16th March, 2004, the Court noticed the bids submitted by the ITC Limited and Britannia Industries Ltd. not only on the entire plant but also on item wise basis. The Court rejected the contention of the appellant both in regard to its jurisdiction as also its valuation report inter alia opining that it had failed to deposit a sum of Rupees two crores and submitted the repayment schedule in terms of its earlier order as such there was no other option but to proceed with the sale process.In regard to the offer of M/s. Ceylon Biscuits Ltd. it wasshall file their bid positively before 23.3.2004. It is also made clear that if there could be any other interested bidder, he/it could submit a bid in accordance with the requirements, which shall be considered. It shall also be open to the judgment debtor Nos.1 and 2 to obtain other/better offers from any other bidder. It is made clear that in all the offers/bids which shall be submitted by any other bidder, the bidders shall have to comply with the formalities and the terms that have been advertised on 23.2.2004.Ceylon Biscuits Pvt. Ld. on or about 24th March, 2004 offered the bid price at Rs.12.5 crores. It also deposited the earnest money of Rs. 25 lakhs. There was another bidder M/s. Longful Trading (India) Pvt. Ltd. who had made a bid of Rs. 11.7 crores. It had also deposited the earnest money of Rs. 25 lakhs. In regard to the valuation of the properties both in respect of the factory of the appellant as also its sister concern Captain Hygiene Products Pvt. Ltd. the Court noticed:is, however, pointed out by the counsel appearing for Bakemans Industries Pvt. Ltd. and Captain Hygiene Products Pvt. Ltd. that valuation of the said plant and machineries, and land and building would be much higher than what is shown in the valuation report. A valuation report is placed on record wherein it is stated that the realisable value of the aforesaid assets is Rs.8,42,43,000/-. Counsel appearing for M/s. Bakemans Industries Pvt. Ltd., however, disputes the aforesaid valuation. In order to ascertain the valuation of the aforesaid assets, it would be appropriate to pass an order directing for re-evaluation of the entire aforesaid assets of the said company. M/s. SICOM Ltd. is directed to get the entire assets re-evaluated by appointing an approved valuer. The said valuation report shall be submitted before the next date. The approved valuer shall visit the factory premises on March 29, 2004 at 11.00 A.M. when the representative of M/s. Bakemans Industries Pvt. Ltd. could also be present at the site for the purpose of assisting and giving appropriate guidance to the approved valuer in ascertaining real value of the assets. The necessary papers of the plant and machineries and other connected records shall be produced by M/s. Bakemans Industries Pvt. Ltd. before the approved valuer in order to assist him in evaluating the aforesaid property. It shall also be open for the approved valuer to collect informations in respect of various assets from other sources as well like custom authorities, Director General Foreign Trade and such like authorities. He shall also give a separate valuation report for un-installed plant and machinery, if any, so as to enable this Court to ascertain the break-up value of the various plants and machineries and to facilitate the process of sale by this Court.It shall be open to any other willing purchasers also to submit their fresh bids, if so desired, on or before the next date.Allegedly, the appellant filed an application before the Executing Court with a prayer to decide its jurisdiction at the first instance. It is stated at the Bar that neither there is any record in respect thereof in the High Court nor any order appears to have been passed thereon.25. We may now notice the proceeding before the learned Company Judge.26. The Company Applications were admitted by an order dated 6th April, 2004. A Provisional Liquidator was appointed. It was directed to take charge of the properties and books of accounts of the company. On an application made by SICOM, however, the learned Company Judge by order dated 16th April, 2004 directed that its possession may not be disturbed.27. As the Provisional Liquidator had been appointed, the Executing Court transferred the petition to the Company Judge by an order dated 19th April, 2004.28. Some correspondences appear to have passed between the Advocate of the appellant Official Liquidator and SICOM as regards the effect of the provisions of the Companies Act vis-à-vis Section 29 of 1951 Act.29. Appellant, thereafter filed an application on 12th July, 2004 for restraining SICOM from taking any further action for the sale/auction of the properties and also asked for an order of status quo to be maintained by the parties. No order on the said application was, however, passed.In its order dated 17th July, 2004 the learned Company Judge observed that the offer of Ceylon Biscuits did not appear to be improper. However, appellant was given an opportunity to bring a better offer. Second report of NITCON as regards valuation was also accepted.30. Before the learned Company Judge a valuation report of a Chartered Accountant was submitted which was rejected stating that they were not the approved valuers and they had only taken into account the book value and not the market value of the assets.31. The matter was posted for hearing on 22nd July, 2004. On that date, proceedings before the learned Company Judge were in two sessions - one before lunch and another after lunch. Before recess, appellant was granted one more opportunity to bring any other bid and the judge adjourned the matter to 4th August, 2004. However, after recess on a purported request made by the learned counsel for M/s. Ceylon Biscuits the case was preponed to 28th July, 2004. Learned counsel for the appellant was not present, although it was mentioned that he had been informed. On the next date, i.e. 28th July, 2004 the Court recorded a statement that the respondent company was negotiating with some buyers. An affidavit of the prospective buyer and its Managing Director was directed to be filed in this behalf alongwith an undertaking to honour the bid quoted by the prospective buyer. The matter came up before the learned Company Judge on 30th July, 2004. A prayer for adjournment was made. An affidavit of the Ex-Managing Director of the appellant was filed. However, adjournment was refused. The affidavit was called from the registry and the matter was heard. The Court is said to have waited for the learned counsel to appear till 4.00 O clock and then took up the mater for hearing at 4.45 p.m. In its order the learned Company Judge noticed the earlier proceedings at some length. It wasaffidavit is filed of any prospective buyer. Affidavit of Managing Director of the respondent company is filed. It does not offer any bid of any buyer. On the contrary, what is stated is that the Managing Director has been able to tie up finances with the various associates and the first instalment would be received on or before 5th August, 2004 on which date a pay order of Rs. 50 lacs shall be produced in the court. It is also stated that the management and associates thereafter would be definitely for the welfare of all the financial institutions and workers and would be a far better than which is being offered by the bidder. This affidavit, obviously, is not in compliance with the directions contained in the earlier orders and Mr. Chhabras own statement to the effect that the respondent company had negotiated with a buyer who was willing to offer more than the amount offered by M/s. Ceylon Biscuits Ltd. such attempt had been made earlier but failed. The arrangement offered in the affidavit does not inspire confidence and it is only a delaying tactic. He offer to deposit Rs. 50 lacs, in the first instance when the total liability of secured creditors itself is more than Rs. 50 crores, is a pittance. The respondent company has also not stated as to in what manner and within how much time it would be in a position to discharge the entire liability. It is also not stated as to from where it would generate the resources/finances for this purpose. It is, thus, clear that in spite of giving various opportunities to the respondent company and its Managing Director the respondent company has not been able to produce better bid.Property in question, which is subject matter of sale, has been valued at Rs. 10 crores. Bid of Rs.12.50 crores of M/s. Ceylon Biscuits Ltd. is, therefore, reasonable more particularly when other bidders whose bids were not only lesser have already withdrawn from the bidding process, this bid is hereby accepted.Let balance payment be made by the successful bidder strictly in terms with the bidding conditions and the amount would be deposited in the court. The amount so deposited should be kept in FDR initially for a period of six months.An intra-court appeal was preferred against the orders dated 17th July, 2004, 27th July, 2004 and 30th July, 2004. The matter was listed on 26th August, 2004. Before the appellate court also an offer was made by the appellant to bring a higher offer of Rs. 15 crores. Pursuant to an order made in this regard, a sum of Rs. 50 lakhs was directed to be deposited. The Division Bench also directed maintenance of status quo in the meantime.33. In the meantime, SICOM and Ceylon Biscuits both filed applications for possession of the factory to be handed over. Such permission was granted on 13th October, 2004.34. Various applications were filed before the Division Bench and/or this Court. Except noticing that in the meantime another valuation report was filed on 21st November, 2006 in regard to the intangible assets of the company as being Rs.35.88 cores which had been sold by SICOM in favour of Ceylon Biscuits for a sum of Rs.10 crores, we need not take note of any other fact. By reason of the impugned judgment dated 2nd July, 2007 the Letters Patent Appeal preferred by the appellant was dismissed and by an order dated 6th July, 2007 the sale certificate was directed to be issued to M/s. Ceylon Biscuits. It is these orders which are in question before us.

Reasoning: But, in this case, the sale in favour of Ceylon Biscuits Pvt. Ltd. having not taken place in terms of Section 29 of the 1951 Act, the said question cannot have any application whatsoever. It is, however, a case where the learned Company Judge was not authorized to exercise its power under Section 29 of the 1951 Act. It purported to exercise its power only under the Companies Act. SICOM submitted itself to its jurisdiction. It allowed the Company Judge to conduct the sale. The sale that was conducted was purported to be in terms of the Companies Act. We have noticed hereinbefore that when a provisional liquidator was appointed, the High Court instead of exercising its writ jurisdiction referred the matter to the Company Judge. It was the Company Judge, therefore, who proceeded in the matter. The Company Judge could exercise its jurisdiction only in terms of the Companies Act and not in terms of Section 29 of the 1951 Act. If it did not have the power under the 1951 Act, any decision purported to have been taken by it would be a nullity. SICOM indisputably has a statutory power but it could waive the same. It preferred the conduct of the auction at the hands of the Company Judge in stead and place of carrying on the same by itself. It submitted itself to the jurisdiction of the Company Judge. Not only it took part in the proceedings without any demur whatsoever, it actively participated therein. It is only at its instance that the bid was held. The other bidders were also brought in. It is, therefore, not a case where the learned Company Judge had no jurisdiction to exercise supervision of sale of the assets of the appellant on behalf of SICOM in terms of the provisions of Section 29 of the 1951 Act or otherwise. Respondents even never insisted to get the question of jurisdiction determined as a preliminary issue, although raised by it specifically. It, thus, for all intent and purport waived its right.The official liquidator brought to the courts notice the claims of the other creditors. The Company Judge having been exercising its jurisdiction under Section 433 of the Companies Act was, thus, under a statutory obligation to consider the cases of all creditors of the Company simultaneously. For the said purpose, the learned Company Judge was bound to follow the provisions of the Companies Act and/ or the Company Court Rules. The jurisdiction of a Company Court extends only to those matters which are specified in the Companies Act and apart therefrom it had no jurisdiction. It also has a duty to see that the claims of all creditors be dealt with, particularly having regard to the provisions of Section 529A of the Companies Act. We are informed that the workers had also filed their claims. Their claims having regard to a series of decisions of this Court could not have been ignored.The matter might have been otherwise if SICOM had remained outside the winding up proceedings. If it attained, disposal of the assets of the Company would be subject to pari passu claim of unpaid workmen in terms of Section 529A of the Companies Act.45. The sale has been effected by the court treating SICOM as an agent. Factually the court did not do so. Even otherwise, it is impermissible. It exercised its own jurisdiction. It was bound to do so. There cannot be any doubt whatsoever that in the matter of control over the assets of a company in liquidation, the courts exercise a wide jurisdiction. It may not only take recourse to the sale of the assets of the company whether before or after it is wound up, but also would be entitled to, nay obligated to, if the situation so warrants to attempt to rehabilitate the company itself. While doing so, it exercises its parens patriae power. It safeguards not only the interest of the mortgages, but also the interest of the mortgagor. It has a statutory obligation to safeguard the interest of the workmen as also other non-secured creditors.It is one thing to say as to how the assets shall be distributed but it is another thing to say that while exercising the power to cause the sale of the assets of the company, it would ignore the statutory provision. It must, while exercising its power, take into consideration a all relevant factors. The mode and manner as to how a sale would be conducted is one thing but it is another thing that before putting the assets of the company to sale, the court will undertake certain obligations which are inherent in exercise of its jurisdiction under the provisions of the Companies Act.46. We will assume that the court could appoint SICOM as an agent but apart from the fact that it, in fact, did not do so, we are inclined to hold that the stand of the learned counsel is mutually destructive. On the one hand, it is stated that SICOM was exercising its statutory power to cause sale of the assets of the mortgagor through the agency of the court but it is also contended that the sale was affected by the court through SICOM. Such a contradictory or inconsistent stand, in our opinion, is impermissible in law.The Executive Court being a co-ordinate court (as the Execution Petition was filed in the High Court itself) transferred the same to the Company Judge having regard to the fact that a provisional liquidator was appointed. Sub-section (4) of Section 446, therefore, has no application as the proceedings before the Executing Court was not a matter which came up in appeal from a judgment and order of another court. Section 447 provides for the effect of winding upis true that the court had not permitted the provisional liquidator to take over the assets. It protected the possession of SICOM. But the same by itself would not mean that the provisional liquidator was denied from performing its otherquestion which should be addressed, in our opinion, by the Company Court is that the ultimate interest of both secured and non-secured creditors must be kept in mind. Should Court have exercised its jurisdiction for directing the sale of the prime property and, in fact, the essence of the assets of the appellant at the initial stage. The answer, in our opinion, should be rendered in the negative.It is furthermore not a case where the rights of third persons were involved. We have held hereinbefore that SICOM failed to keep itself outside the winding up proceedings. It has become a party to it and, thus, when a sale is held by a Company Judge, it should not keep a provisional liquidator out of its purview. It may be true that the provisional liquidator could not sell the property without the sanction of the court, but then feed back of the provisional liquidator by the Company Court was necessary for the purpose of having a complete picture before it. The official liquidator has informed us that about 373 claims have been filed. The amount of claim is about 100 crores; amongst the claimants, there are banks in whose favour also deeds of mortgages have been executed. Provident Fund dues and other dues of statutory claims are also subject matter of the claim petition. They also have a priority. The claim of the provident fund is on behalf of the workmen. For scrutiny of the said claims, a Committee has been constituted and we had been informed that except the properties which have been sold in liquidation, there is hardly any other asset upon which the creditors can back upon for the purpose of realization of their dues.57. It is true that in a liquidation petition, secured creditors ought to be differently treated. A third party who has an independent right would not be affected by reason thereof. Ordinarily, even the statutory power of the said financial corporation would also not be affected.58. We, however, are not in a position to agree with the submissions of Mr. Sundaram that provisional liquidators have no statutory powers in relation to affecting sale of a moveable or immoveable property. Indisputably, it is subject to the direction of the court but, as indicated hereinbefore, the Court while undergoing the process of winding up and, in any event, resorting to sale of the assets of the company under winding up proceeding could not have a ignored the involvement of the provisional liquidator for any purpose whatsoever. At the cost of repetition, it is reiterated that the discretion of the court for selecting the mode and manner of sale has nothing to do with the process required to be gone into for the said purpose. It must have before it all these facts and figures so as to enable it to pass a final order one way or the other. In so doing, the court must keep in mind that it is not only determining an issue by and between the mortgagor and one mortgagee only but could also be determining the issue between a debtor and a vast number of creditors; whether secured or non-secured.This is the meet of the matter. If the property which has been put to auction was the prime property over which the fate of the creditors depended, be they secured or non-secured ones, the company court, in exercise of its equity jurisdiction could not have obliterated it from its mind the cases of the others. If the assets belong to the creditors, that must mean the whole body of the creditors and not only one of the secured creditors. The inconsistency of is self-evident, as, on the one hand, it is stated that the property of the company does not vest in the court or the official liquidator, on the other hand, it is stated that it is vested in the body of the creditors and not only in SICOM.63. The High Court, therefore, could not have ignored the official liquidator only on the ground that a provisional official liquidator was appointed and not a regular official liquidator. The power and functions of the provisional official liquidator for all intent and purport would be the same as that of the official liquidator and, therefore, it was not necessary for the Company Judge to wait till the Company was wound up.64. If the jurisdiction of a Company Judge is limited, any substantial deviation and departure therefrom would result in unfairness. When an order is passed in total disregard of the mandatory provisions of law, the order itself would be without jurisdiction. In this case, however, even otherwise a fair procedure was not adopted. We, however, very much appreciate the anxiety on the part of the Court to see that otherwise just dues of SICOM be realized. Conduct of a party plays an important role in the matter of grant of a relief. However, only because the conduct of a party was not fair, the same, by itself, cannot be a ground to adopt a procedure which is unjust or unfair, particularly, when by reason thereof, not only the Company itself but also other creditors are seriously prejudiced. We fail to see any reason as to why the hearing of the case was to be preponed. Why even a days time could not have been granted when a prayer for adjournment was made. The jurisdiction of the Company Court is vast and wide. It can mould its reliefs. It may exercise one jurisdiction or the other. It may grant a variety of reliefs to the parties before it. The parties before the Company Judge are not only the Company or the creditors who had initiated the proceedings but also others who have something to do therewith. Even in a given case a larger public interest may have to be kept in mind. The court may direct winding up. It may prepare a scheme for its restructuring.65. We, therefore, are of the opinion that the Company Judge was not correct in its view and passed the impugned judgments only having regard to the wrongful conduct on the part of the appellant in obtaining an award from the conciliation tribunal or failure to bring a better offer from anotherthe one hand, the Company has committed wrongs, on the other, its property has been sold in auction. Even a part of the property has been permitted by us to be taken out of the country. The factory, we are told, has started operation. It has employed a large number of workmen. Would that itself mean that we should refrain ourselves from granting any relief? Direction issued by this Court in a case of this nature need not be a narrow one.The court has to take into consideration the fate of not only those workmen who are working but also those who have a claim against the Company. We must also take into consideration the fate of the other creditors.