JUDGMENT : RAVI S.DHAVAN, J. 1. Since the last order dated 13 January 1992 was passed, the matter has been adjourned to be taken up on 17 February, 1992, and the matter has been under consideration since then. The workers have been submitting that the Court consider their part of their case and give them an opportunity to take over the management of the company. It was the contention of the workers that they have sufficient interest in equity, in running of the company. 2. In this matter the deadlock between the two groups of share holders, the workers contended that if the share holders continue their respective postures of locking their horns in a deadlock, they will kill the company. Thus, they submit that they may not be denied the opportunity to manage and run the company. They submit that no Court can guarantee them a job, but they should have an equal opportunity to come to the forefront with the sole purpose to survive the company and an initiative be not denied to them. 3. The rest of the proceedings of 13 January 1992 as noticed in the order of that day are not being repeated, as all the proceedings are in continuity to a hearing. Suffice it to say that since the Board of Directors was reconstituted by the order of 24th May, 1991 and further an opportunity to the warring groups to sink their differences was occasioned, the factory has not started production until today. Further complications appear to be surfacing. The electricity connection has been cut off, as the two groups of share holders took their difference to such a state that the factory was closed on September 30, 1989. The workers were no part of this factory by which electricity was cut off; nor the Bank. Then here lies the situation where the share holders of the company have brought the business of the company to a halt. The first casualty in the company being out of production, hits the equity of the company as a whole. Loans taken by the company are piling up interest and the workers not being able to join in production are now chasing an illusory arrears of wages which will be difficult to get. The company as a whole seems to be fighting against time. Loans taken by the company are piling up interest and the workers not being able to join in production are now chasing an illusory arrears of wages which will be difficult to get. The company as a whole seems to be fighting against time. In the face of piling up debts which if the present stage of affairs continue will exceed the assets and this race against time will dash it into destruction. It is like a meteor rushing through space aimlessly entering the earth's atmosphere and putting itself into destruction. 4. The other aspect is on what is the worth of a share of this company which has not been in business for about 2 1/2 years. No group of share holders can say that the share value is static. The intrinsic value of the share will proportionately decrease in reference to time and zero productivity. But this situation is individual and personal to the share holders and they alone do not have a vested right on the Company ; they are at best part of it. Each group of share holder is avoiding the exercise to value the company as a whole. An exercise, which if the present state of affairs between them continues cannot be avoided. The other aspect is that other people's equity has got stuck in this company and to the extent that the share holders are members does not imply that the equity of others can be ignored and gives the holder of such equities a right to have their say before the Court. The effort of the Court is that the company must survive. The ultimate which can happen is that the members of the company or those whose equities is stuck do not have the will or the opportunity to revive the company and take the situation to the brink and oblige the Court to wind up the company. This will be the last, resort. 5. In so far as the resolution of the differences between the groups is concerned no tangible solution has been presented. What further exercise has to be done the Court will now explore, as the law obliges it to. 6. The bank has shown no interest in these proceedings except sending telegrams to the Court that a certain scrap has been sold by the Managing Director without leave of the Court. What further exercise has to be done the Court will now explore, as the law obliges it to. 6. The bank has shown no interest in these proceedings except sending telegrams to the Court that a certain scrap has been sold by the Managing Director without leave of the Court. A nominee of the bank is a Director of the Company. Between the two groups there is no issue on the fact that scrap were sold. The amount has been credited to the accounts of the company and thereafter a certain amount was disbursed by the two directors being signatories on a cheque of the company to workers who were called to clean the factory and its premises. The fact that the amount was credited into the account of the company and two directors of the company signed on a cheque of the company is ratification of the situation. In these circumstances at present it is not for the Court to criticise the two directors signatories on the cheque of the company. But the Bank will have to show a little more interest if the intention of the Court was to make its nominee a director of the company because it has equity in this company. Whether it wants to lend more monies to the company or not is a matter of discretion personal to the Bank. But, it must not make allegations which may show that it may be taking sides. There is another factor which the bank has to take into account. It is because of its equities that it has been given a nomination on the Board of Directors. In today's context of corporate management it has been given an occasion to participate in the affairs of the company. The Bank has worked out no positive scheme to show to the Court that concrete efforts have been made by the bank to help the company to go into production. 7. The other aspect is of the workers. The workers are on the Board of Directors, as a group and comity. They are the strongest factor in the Company. United they can contribute a lot in helping the company to revive and produce. But like a chain, they, are as strong as its weakest link. They have expressed a desire, formally by an application to run and manage the Company. They are the strongest factor in the Company. United they can contribute a lot in helping the company to revive and produce. But like a chain, they, are as strong as its weakest link. They have expressed a desire, formally by an application to run and manage the Company. But, they have no expertise' on management and on their behalf their learned Counsel accepts with humility that they have, never had the occasion to be educated into it. But let not this handicap continue as their weakness. 8. On the other hand, the Court notices on record emerging factors breeding disunity among the factory workers. Until the Board of Directors had not been reconstituted, appearance had been entered in proceedings by an organisation which claimed representation by an application (A 21) when appearance was entered by a workers union calling itself the Rastriya Engineering Shramik Sangh. On the day when the application was presented i.e. 10-1-1991, the Court directed that the application may lie on record. But, by the order of 24 May 1991 the Board of Directors was reconstituted. Exclusive and personal to the workmen of the factory a referendum amongst their ranks permitted them to choose their nominee director. An exercise conducted by a Commissioner appointed by this Court, a matter noticed in earlier orders of this Court. This they did. They choose Mr. Shamboo Pandey as their representative on the Board of Directors and today he sits on the Board, representing them. 9. During the proceedings in the last couple of days a submission has been made on behalf of Rastriya Engineering Karmchari Sangh that some workmen have been selected for cleaning the plant and others were left out. Implying thereby some have been paid and others have not. This is an attempt to break the unity of the workmen. The plant itself is lying idle since September, 1989, for more than 2 1/2 years and it needs to be protected from rusting. With no production and no business if every workman of the factory is under the impression that the entire lot in the present circumstances, must be provided with work and pay, it is an impossible proposition. This does reflect on an extraneous' factor interfering with the unity of the workers of the Company. It is settled law that these proceedings are exclusive to the Company and those whose equity is involved in the company. This does reflect on an extraneous' factor interfering with the unity of the workers of the Company. It is settled law that these proceedings are exclusive to the Company and those whose equity is involved in the company. The equity of every workman of this Company is at risk, notwithstanding other creditors and shareholders and contributories of the Company. The Rastriya Engineering Karmchari Sangh is not a body whose equity is involved in the company. The matter of proceedings u/s 397 and 398 of the Companies Act, 1956, there will have to be a discipline in trade unionism. Already, since the last couple of days, the Rastriya Engineering Karamchari Sangh seems to be taking a stance as a greater force beyond the comity of worker of this Company. This will not be permitted, as it would lay the seeds of division amongst the ranks of the workers by an alien organisation which is neither a shareholder nor has any enquiry in the company. Once the workers are totally represented both on the Board of Directors and before this Court, no outsider can claim duality in the face of a referendum giving unity and representation to the workers of the company to speak as one voice. Because, if this- confusion were to continue, it would be a death-blow to the interests of the workers of the company as a class. An extraneous factor is taking advantage and attempting to infiltrate the unemployed workers and break their chance of unity. 10. But it is not that the workers of this Company are without investment. Their labour is an investment. The Provident Fund which they contributed is an investment and an asset and the arrears of salary due to them is their investment. On the other hand if they were to fight among them-selves, the chances of retrieving their arrears will be difficult. This may suit the shareholders generally. 11. A situation like this has happened before. A closed company has been revived and at the initiative of the workers. The workers were not in despair in the matter of Navnit R. Kamani and Others Vs. R.R. Kamani, AIR 1989 SC 9 . This may suit the shareholders generally. 11. A situation like this has happened before. A closed company has been revived and at the initiative of the workers. The workers were not in despair in the matter of Navnit R. Kamani and Others Vs. R.R. Kamani, AIR 1989 SC 9 . The law encouraged them and the workers came to the fore front at the invitation of the Court where the proceedings were, to rise to the occasion and seize the opportunity with a positive single minded goal to save the Company and produce. They succeeded. The paramount factor, important for the Court, is that the Company must be saved from liquidation either as a result of liabilities exceeding its assets or as a dead-lock in its management. Both factors are interconnected. This Court will not hesitate to wrest the management out of the two groups if they will not come together. In the matter of Kamani v. Kamani (supra) the workers were helped by the Court in seeking orientation, education and getting familiar with modern management and corporate business techniques, and return to position of strength to talk on equal terms with the share holders creditors and financial institutions or the banks. In these circumstances, the workers nominee Director on the Board seeks leave of the Court to be aided, educated and assisted by the Centre for Workers' Management, New Delhi, which this Court is given to understand is a registered - national level organisation under the Societies Registration Act and is the Collective initiative of trade ' union leaders, researchers, academicians and social activits. This is the organisation which had helped both Messrs Kamani Tubes Limited and it's workers to tide over the crises as in the case of Kamani v. Kamani (supra). 12. As this Court has already indicated that it will not have the workers remain as a weaker section of the Company, merely because of their lack of education in managing the affairs of the Company, an education which they never had and cannot have in their economic and financial disadvantage. It is in the interest of justice and their equity that the workers of this Company, as their nominee-director may act, and through him, receive expert advise, guidance and an orientation course from and such assistance which the, Centre for Workers' Management may give them. It is in the interest of justice and their equity that the workers of this Company, as their nominee-director may act, and through him, receive expert advise, guidance and an orientation course from and such assistance which the, Centre for Workers' Management may give them. This Court has no hesitation in permitting them this leave which they seek. 13. But, on any steps which the workers of the Company take, the workers' nominee-director (Mr. Shambhoo Pandey) will keep this Court informed. And further, should the Centre for Workers' Management, New Delhi, assist the workers of the Company, then this Court expects that the Director of the Centre for Workers' Management, aforesaid, will first report to this Court, and seek appropriate orders. 14. Except the workers of Messrs Kripal Ispat Limited, who already have representation on the Board of Directors, any other alien and extraneous factor which weakens the equality of the workers or the safety of their equity will not be tolerated by this Court. The application of Rastriya Engineering Shramik Sangh to this extent, now, becomes redundant. 15. The oppressor, if there be any, in this matter of a deadlock in the management, the Court will find out subsequently, but each of the members of the Company and those whose equity has got embroiled in the affairs of the Company must know what exactly is the worth of their investment. Thus, sooner of later the value of the assets of the Company will need to be determined, as running away from this reality is escapism. 16. Learned Counsel for the parties have desired that this matter may now come up next on 9-3-1992. 17. Learned Counsel for the workers and the director for the workers, mentions that if the-matter needs to be taken up earlier after the workers have approached the Centre for Workers' Management, permission to make a mention be granted. Liberty to mention is granted.