PNB Capital Services Ltd. vs Willard India Ltd.

Sunil Ambwani, J.—Heard Shri Jitendra Sethi and Shri Pushkar Mehrotra for Willard India Ltd. (In Liq.). Shri Vipin Sinha appears for Punjab National Bank. Shri Amit Jetly holding brief of Shri Piyush Agrawal appears for Hindustan Composite Ltd., Malanpur Steels Ltd. and Rasoi Ltd. Shri Ravi Prakash Srivastava appears for Hindustan Sanitary Ware and Industries Ltd. Shri Rajnath N. Shukla appears for the Official Liquidator.

Willard India Ltd., a public limited company registered under the Companies Act was wound up by this Court on 1-10-2007. The applications were filed on 11-10-2007 in Company Petition Nos. 115 of 1997, 13 of 2002, 4 of 2005 and 8 of 2006 for recalling the winding up order.

On 1-11-2007 Shri Jitendra Sethi appearing for the respondent-company (In Liq.) filed affidavit annexing therewith settlement with the Punjab National Bank (The Punjab National Bank Capital Services Ltd. has integrated back and merged with the Punjab National Bank). A compromise with Malanpur Steels Ltd. (the objector to the scheme of restructuring of debts) was also proposed. The Court found that there are elements of settlement between the parties and while referring the matter to the ''Allahabad High Court Mediation & Conciliation Centre'', to find out possible settlement with Hindustan Composite Ltd.; Malanpur Steels Ltd.; Rasoi Ltd. and Hindustan Sanitary Ware and Industries Ltd., the matter was adjourned to 5-1-2008. It may be recalled that at the time of reference, the respondent-company had brought proposal for settlement along with cheques of Rs. 35.50 lakhs dated 26-11-2007 in favour of M/s. Hindustan Composite Ltd. and Rs. 17.50 lakhs in favour of M/s. Hindustan Sanitary Ware and Industries Ltd. towards principal amount. These cheques were accepted by their counsels without prejudice to their rights to settle the amount of interest.

Today Shri Jitendra Sethi and Shri Pushkar Mehrotra appearing for the respondent-company have filed an application supported by affidavit of Shri Yogesh Kumar Chauhan, Company Secretary, of the respondent-company (In Liq.) stating that they have also entered into compromise with Malanpur Steels Ltd., Hindustan Sanitary Ware and Industries Ltd., Hindustan Composite Ltd. and; Rasoi Ltd. The copies of the compromise agreement and no dues certificate have been annexed to the application. Shri Amit Jetly holding brief of Shri Piyush Agrawal appears for Hindustan Composite Ltd., Malanpur Steels. Ltd. and Rasoi Ltd., and Shri Ravi Prakash Srivastava appears for Hindustan Sanitary Ware and Industries Ltd. have agreed and confirmed that the companies represented by them have entered into settlement and since all their disputes and differences have been settled, they have agreed to withdraw all the proceedings against the respondent-company.

With regard to objections of Punjab National Bank it is stated that the respondent-company has agreed to the averments made in the affidavit dated 5-2-2008 filed by the Punjab National Bank and are ready and willing to comply with the condition and that they have no objection to the same.

With these statements brought on record, all the creditors, who had prosecuted the winding up petitions and had objected to the Scheme of Restructuring of Debts, have agreed to withdraw their claims against the respondent-company.

This leaves the Official Liquidator, who was asked to take over the respondent-company on 1-10-2007, when it was wound up by the Court.

Shri Raj Nath Shukla appearing for the Official Liquidator seeks a short adjournment to inform the Court whether there are any dues towards expenses incurred by the Official Liquidator, to be paid by the respondent-company.

Shri Jitendra Sethi, on the instructions received from Shri N.K. Rawat, Director, appearing for the respondent-company has assured the Court that whatever reasonable expenses has been incurred by the Official Liquidator in the account of the respondent-company, for the purposes of liquidation, will be reimbursed within a week of communication of the demand.

The winding up of the company enures to the benefit of all the creditors of the debtor company. In the present case the company petition was advertised long ago and is pending for last more than 10 years. No other creditors except those, who have filed winding up petitions and those, who had opposed the scheme of restructure of debts have come forward claiming the dues either before the Court or before the Official Liquidator. The scheme for restructuring of debts demonstrated that the company is in production and wants to revive itself. It has shown its willingness and has now settled its dues with almost all its creditors.

In the facts and circumstances of the case, and further in the special circumstances in which winding up order was passed ex parte against the respondent-company, it is appropriate that the order dated 1-10-2007 winding up the respondents-company be recalled. The order of winding up is, consequently, recalled.

The winding up petitions are dismissed.

The interim .orders, which were passed in the winding up petitions are discharged.

The Official Liquidator will intimate the respondent-company with the expenses incurred by it in the account of the company. The respondent-company has assured to reimburse such expenses within a week of receiving the letter.

With regard to sanction of scheme of restructuring of debts, a Special Appeal is stated to be pending in the Court, which is likely to come up next week. Learned Counsel for the respondent-company states that they will move a proper application, in the Special Appeal.