JUDGMENT : A.R. DAVE, J. 1. Rule, with consent of the parties, the application is heard today. 2. This Judge's summons has been taken out by State Bank of India who is one of the secured creditors of Aryodaya Ginning and Mfg. Co. Ltd., (in Liquidation and described hereinafter as 'the company') with a prayer that leave be granted to the applicant-bank for selling assets of the company over which charge was created in favour of the applicant and other Financial Institutions which had given financial assistance to the company. In support of the above referred prayer, the applicant has filed an affidavit giving details with regard to financial assistance given by the applicant- bank and other Financial Institutions to the company and assets of the company on which charge was created by the company in favour of the applicant and other Financial Institutions, viz., Industrial Credit and Investment Corpn. of India Ltd. 'ICICI', Industrial Finance Corporation of India Ltd. 'IFCI' and Industrial Development Bank of India 'IDBI'. Details with regard to credit facilities given to the company by the above named Financial Institutions and the applicant-bank are given in para 6 of the affidavit. It is also stated in the affidavit that the company was in financial difficulties and as it could not pay its dues, winding up petitions were also filed against the company. As the company had become sick industrial company as per provisions of Sick Industrial Companies (Special Provisions) Act, 1985, a reference was made to the Board for Industrial and Financial Reconstruction 'BIFR' and ultimately in pursuance of recommendation of the BIFR, this Court was pleased to pass winding up order in respect of the company on 27-10-1989. 3. The applicant has submitted that the applicant being one of the secured creditors and as there are certain assets on which charge has been created by the company in favour of the applicant-bank and other Financial Institutions, the applicant-bank and other Financial Institutions would like to recover and realise their dues by disposing of the assets of the company over which charge has been created. It has also been submitted by the applicant-bank that it being one of the secured creditors, it is entitled to get its securities sold by remaining outsider the winding up proceedings. 4. The learned advocate Mr. It has also been submitted by the applicant-bank that it being one of the secured creditors, it is entitled to get its securities sold by remaining outsider the winding up proceedings. 4. The learned advocate Mr. RM Desai appearing for the applicant-bank has also given details with regard to certain inter-se arrangements made by the applicant-bank and other Financial Institutions. He has submitted that other Financial Institutions are also willing to get the securities disposed of by remaining outside the winding up proceedings. The learned advocates Buch and Singhi appearing for ICICI have supported Mr. Desai in the matter of disposal of the securities by remaining outside the winding up proceedings. Mr. Desai has also submitted that for the purpose of disposing of current assets of the company, under chairmanship of the Official Liquidator a committee was constituted. In the said committee, representatives of Textile Labour Association and State Bank of India- applicant were also members. The committee had, with consent of this Court, disposed of approximately 90 per cent of the current assets. Some scrap material and yarn on loom, which is approximately worth 10 per cent of the total current assets has not been disposed of yet. From the sale proceeds received by the Official Liquidator, some wages have been paid to the workmen as per provisions of sections 529 and 529A of the Companies Act, 1956 and an equal sum of amount has been paid to the secured creditors. The said payments have been made to the workmen and the secured creditors on ad hoc basis. The learned advocate Mr. Desai has vehemently submitted that prayer of the applicant-bank be granted so that assets of the company can be disposed of and amount can be realised so as to make payment to the secured creditors and workmen. He has submitted that due to passage of time value of the plant and machineries of the company is declining not only because they are rusting but also because they are becoming obsolete. He has submitted that the order of winding up was passed in 1989 and for more than 6 years the plant and machineries and other assets of the company which have not been disposed of have been lying unattended. He has submitted that at present the secured creditors are making payment towards insurance premium for insuring assets of the company. It has been submitted by Mr. He has submitted that at present the secured creditors are making payment towards insurance premium for insuring assets of the company. It has been submitted by Mr. Desai that approximately Rs. 24,000 are paid every month to watch and ward staff which guards assets of the company. He has further submitted that about Rs. 4 lakhs are paid every year towards insurance premium. The above referred amount is being paid by the secured creditors so as to see that the properties on which charge has been created in that favour are properly guarded and they remain secured. It has thus been submitted by him that approximate- IV Rs. 7 lakhs per annum are being paid for the purpose of protection of the assets of the company. He has submitted that by this time a very huge amount has been spent by the secured creditors and value of assets of the company, other than land, is declining every day. In the circumstances, he has submitted that it would be just and proper to permit the secured creditors to sell the properties on which charge has been created in favour of the creditors. He has also submitted that if the assets of the company are disposed of, not only the secured creditors would get their dues but even workmen who are rendered unemployed upon closure of the company would also get their legitimate dues. It would be better if the winding up proceedings are completed as soon as possible so that the secured creditors, workmen, other creditors and share holders of the company can get whatever they are entitled to and the Official Liquidator of this Court can also get rid of the winding up proceedings of the company. 5. The learned advocate Mr. Desai has submitted that by not selling the assets at an early date or by procrastinating the winding up proceedings, nobody is likely to gain. In the circumstances, he has submitted that in the interest of all the concerned parties, the properties should be disposed of as soon as possible. Mr. Desai has drawn my attention to provisions of sections 529 and 529A so as to show that the workmen would get workmen's portion as soon as all the properties of the company are disposed of and dues of the workmen are ascertained. Mr. Desai has drawn my attention to provisions of sections 529 and 529A so as to show that the workmen would get workmen's portion as soon as all the properties of the company are disposed of and dues of the workmen are ascertained. He has thus submitted that it would be in the interest of even workmen to get the properties disposed of as soon as possible. He has also submitted that as per provisions of the above referred sections, the Official Liquidator would represent the workmen and would take due care to see that interest of the workmen is not adversely affected and they are paid workmen's portion as provided in the said sections. 6. The application has been strenuously resisted by the learned advocate Mr. DS Vasavada. He has resisted the application mainly of the ground that by disposal of all assets including the plant and machineries of the company, the workmen of the company would be rendered jobless for ever. Mr. Vasavada has also submitted that as Textile Labour Association is very much interested in welfare and well being of all textile labourers including workmen of the company, it would like to see that no undue haste is made in disposal of all properties of the company. He has submitted that still there is some hope that someone might come forward to purchase the entire plant and machineries so that the company can be revived and workmen of the company who were rendered jobless be reemployed. According to Mr. Vasavada, no matter how meagre the chances of revival of the company are, the workmen would not like to see that those chances are absolutely marred by disposal of all the assets including plant and machineries of the company. 7. The learned advocate Mr. Vasavada has relied upon certain authorities to show that the workmen have a right to participate in the winding up proceedings and they have a right to survive. As the above referred legal position is not disputed either by the Court or by the learned advocate Mr. Desai, I am not referring to those authorities. 8. Mr. Vasavada has also submitted that the applicant-bank and other secured creditors are not prepared to consider problem of the workmen in its proper perspective. As the above referred legal position is not disputed either by the Court or by the learned advocate Mr. Desai, I am not referring to those authorities. 8. Mr. Vasavada has also submitted that the applicant-bank and other secured creditors are not prepared to consider problem of the workmen in its proper perspective. He has submitted that disposal of all assets of the company would surely result into permanent unemployment of the workmen unless all assets are purchased by one person for the purpose of restarting the company. According to him, problems of the workmen should be considered with humanitarian approach. He has also submitted that the workmen of the company had tried to see that the company prospers but inspite of their all sincere and serious efforts, the company could not even survive. He has tried to blame the management for the downfall of the company. 9. Mr. Vasavada has also submitted that by permitting the applicant and the secured creditors of the company to sell the securities, the secured creditors would get their dues without proper adjudication by a civil court. In support of his above referred submission, lie has stated that the applicant-bank has filed a suit for recovery of the amount due and payable by the company. The suit has not been decreed yet. Instead of proceeding with the suit, the applicant has made an effort to get the assets of the company sold and get dues of the secured creditors realised by approaching this Court by way of this application. In other words, Mr. Vasavada has submitted that without getting the suit decreed, the secured creditors want to realise their securities. As per submission made by Mr. Vasavada, the course adopted by the applicant is unfair and, therefore, this Court should not permit the applicant and other secured creditors to sell the assets of the company. 10. In reply to the above referred submissions made by Mr. Vasavada, the learned advocate Mr. RM Desai has submitted that he too would be happy if someone comes forward to purchase all assets of the company with an intention to restart the company. He has, however, submitted that though the company was ordered to be wound upon 27-10-1989, no one had come forward with an offer to purchase all assets of the company with an intention to restart the company. Mr. He has, however, submitted that though the company was ordered to be wound upon 27-10-1989, no one had come forward with an offer to purchase all assets of the company with an intention to restart the company. Mr. Desai has also submitted that even Textile Labour Association could not bring anyone who was prepared to purchase all assets of the company with an intention to restart the company. He has also shown an optimistic approach by submitting that while selling the assets of the company, the committee which might be formed under order of this Court, might make as effort to see that someone comes forward to restart the company. He has also submitted that even if a decision to sell all assets of the company is taken and if the applicant and other secured creditors are permitted to sell the assets over which charge has been created in their favour, it would be open to Textile Labour Association to bring a buyer who would be ready and willing to purchase all assets with an intention to restart the unit. 11. Thus, Mr. Desai has submitted that unless an effort is made to sell all assets of the company, it would not be possible to restart and revive the company. He has put much stress on the fact that in six years, no person had come forward with a proposal to buy all assets of the company so as to start the company. He has also submitted that looking to the obsolete and rusted plant and machineries of the company, it might not be possible for anyone to restart the company. He reiterated the fact that by efflux of time value of the assets would go on declining and as a result thereof not only the secured creditors but the workmen would also suffer. 12. Mr. Desai has also submitted that Textile Labour Association or an individual workman has no right to object to the Judge's summons filed by a secured creditor. He has submitted that when the secured creditor decides to remain outside the winding up proceedings to get his securities realised, it is not open to Mr. Vasavada to object or oppose the application on behalf of the workmen. He has submitted that when the secured creditor decides to remain outside the winding up proceedings to get his securities realised, it is not open to Mr. Vasavada to object or oppose the application on behalf of the workmen. He has submitted that it is a settled legal position that a secured creditor can remain outside the winding up proceedings and an individual workman or all workmen have no right of whatsoever type to oppose an application made by a secured creditor for sale of his securities. He has submitted that the workmen have a right to get some wages under provisions of section 529 and as per the said right the workmen can get workmen's portion determined only after all claims of workmen and secured creditors are ascertained and after all securities are disposed of and cash is realised. Mr. Desai has also submitted that in the past on ad hoc basis, upon sale of some of the securities, viz, current assets of the company, the workmen were paid their dues. He has vehemently submitted that as a matter of fact that could not have been done because according to provisions of the Act, till the workmen's portion is determined, the workmen have no right to get any amount under provisions of section 529 read with section 529A. He has submitted that inspite of the said legal position, so as to have humanitarian approach, the secured creditors had not objected to payment of wages on ad hoc basis to workmen out of sale proceeds of the current assets. He has submitted that by objecting to grant of prayers made in the application, Textile Labour Association was acting in an unfair manner. The learned advocate Mr. Desai has relied upon a Division Bench judgment delivered by this Court in the matter of GSFC v. Official Liquidator, Himalaya Tools (India) Ltd (1996) 1 Comp. LJ 503. He has submitted that as observed by the Division Bench of this Court in the said judgment, a secured creditor has a right to realise his security without intervention of the Court while remaining outside the winding up proceedings. He has also drawn my attention to the legal provision as enunciated in the said judgment to the effect that when a mortgagee sells the mortgaged property, he is selling not the mortgagor's but his own property. He has also drawn my attention to the legal provision as enunciated in the said judgment to the effect that when a mortgagee sells the mortgaged property, he is selling not the mortgagor's but his own property. Law is also well established that a secured creditor remaining outside the winding up proceedings can get his securities sold so as to enable him to realise the amount due and payable to him by the company. 13. Lastly, it was submitted by the learned advocate Mr. Vasavada that if ultimately the Court decides to grant the application and permit the secured creditors to sell the assets of the company, one representative of Textile Labour Association should be appointed as a member of the sale committee which might be constituted by the Court. He has also submitted that an expert in the field of Textile Industries, namely, Shri Dipak Navnitlal be appointed as a Chairman of the Committee so that the committee can take an advantage of expertise of Shri Dipak Navnitlal. He has given details with regard to experience of Shri Dipak Navnitlal and has also stated that Shri Dipak Navnitlal is also ready and willing to be appointed as a Chairman of the Committee. 14. While concluding, Mr. RM Desai and Mr. Singhi had submitted that in the event of constituting a sale committee, no representative of the workmen should be included in the committee as the Official Liquidator would function as a representative of the workmen as provided in sections 529 and 529A. Looking to the above referred arguments advanced by the concerned counsel and facts and circumstances of the case, I think that it would be in the interest of all the parties to see that the properties of the company are disposed of as soon as possible. 15. The winding up order was passed on 27-10-1989. Nobody has come forward with a proposal to purchase the entire assets of the company with an intention to run the unit. Prima facie it appears that it might not be possible to review the unit. It is pertinent to note that case of the company was referred to the BIFR and the BIFR had opined that the company should be wound up. Prima facie it appears that it might not be possible to review the unit. It is pertinent to note that case of the company was referred to the BIFR and the BIFR had opined that the company should be wound up. One must not forget the fact that the BIFR is consisting of experts and all possible efforts are normally made by the BIFR to see that a unit which is referred to it revives. I am sure that all possible efforts must have been made and possibilities must have been explored by the BIFR to see that the company survives and it revives. When the BIFR had opined that the company should be wound up, one can rightly presume that it might not be possible to revive the company and, therefore, it would be futile to hope that someone might come forward to purchase the entire unit so as to run and revive the same. Assuming without admitting that there are possibilities of revival of the unit, by passing an order to dispose of the assets of the company, possibilities of the revival of the company would not come to an end. Upon publication of an advertisement which might be issued by a committee which might be formed to sell the assets, someone might come forward to purchase the plant and machineries of the company with an intention to run the same. On the other hand, if no effort is made to sell the assets, nobody would come forward to purchase the same and the plant and machineries would go on rusting. 16. Upon perusal of earlier orders passed in the winding up proceedings of the company, it appears that learned advocate Mr. Vasavada had submitted that either Union of India or the State of Gujarat might give some financial assistance to the company or its workmen so as to run the unit. So as to find out whether there existed such a possibility, the learned Government Pleader Mr. Anand was requested to state before the Court whether Union of India or the State of Gujarat was likely to give any financial assistance to the company or its workmen. In pursuance of the above referred request made to the learned Government Pleader Mr. Anand, on 6-11-1996, the learned Government Pleader Mr. Anand was requested to state before the Court whether Union of India or the State of Gujarat was likely to give any financial assistance to the company or its workmen. In pursuance of the above referred request made to the learned Government Pleader Mr. Anand, on 6-11-1996, the learned Government Pleader Mr. Anand had submitted that the State of Gujarat was informed by the Union of India that it was not possible for the Union of India to give any financial assistance to the State of Gujarat from the National Renewal Fund so as to give some financial assistance to the company or its workmen. Mr. Anand had also stated that it was also not possible for the State of Gujarat to give any financial assistance to the company or its workmen. In the circumstances, the hope of the learned advocate Mr. Vasavada with regard to getting financial help from the Union of India or from the State of Gujarat has come to an end. Thus, it is clear that the company is not likely to get any financial assistance by way of subsidy or loan from the Government authorities. In the above referred circumstances, when it is not possible to revive the company, the only way out is to complete the winding up proceedings as soon as possible so that the secured creditors, workmen and other persons can get whatever they are entitled to. 17. It is a settled legal position which does not require any elaboration that a secured creditor who is remaining outside the winding up proceedings can get his securities sold so that he can be paid from the sale proceeds. By virtue of provision of section 529 and section 529A, even the workmen will get workmen's portion as calculated as per the said provisions if all the securities are disposed of. 18. Looking to the fact that the Official Liquidator has also to represent the workmen, I do not think it necessary to permit a representative of the workmen to participate in the proceedings which might have to be initiated for selling the securities. In the above referred circumstances, it is directed that a sale committee consisting of the Official Liquidator as its convener and one representative of each of the following financial institutions be constituted : (i) Industrial Credit and Investment Corporation of India Ltd. (ICICI) (ii) Industrial Development Bank of India (IDBI). In the above referred circumstances, it is directed that a sale committee consisting of the Official Liquidator as its convener and one representative of each of the following financial institutions be constituted : (i) Industrial Credit and Investment Corporation of India Ltd. (ICICI) (ii) Industrial Development Bank of India (IDBI). (iii) Industrial Finance Corporation of India Ltd. (IFCI) (iv) State Bank of India. 19. Thus, a committee of five persons be constituted to do the needful for selling assets of the company over which the above named institutions are having their charge. The committee should take an appropriate decision with regard to mode by which the assets are to be sold. While selling assets, the committee should also explore possibilities of selling plant and ma- chineries and other assets of the company in such a way that the company might revive. If the committee does not get such a buyer or if offer of such a buyer is not reasonable, the committee should sell the assets of the company in a way which would fetch the highest price. It would be open to the committee to consult experts in the field of textile industry like Shri Dipak Navnitlal whose name has been suggested by the learned Advocate Mr. Vasavada. The sale shall be subject to confirmation by this Court. Sale proceeds shall be deposited with the Official Liquidator and the same shall be kept in a separate account. The Official Liquidator is also directed to incur necessary expenditure so as to enable the committee to do the needful for selling the securities. 20. In the circumstances, this application is finally disposed of as granted. Rule is made absolute. 21. The learned Advocate Mr. Vasavada has submitted that this order should not be implemented for a period of eight weeks as Textile Labour Association desires to challenge validity of this order. 22. Looking to the facts and circumstances of the case, implementation of this order is not stayed but it is directed that for a period of six weeks from 18-12-1996 the committee shall not issue necessary advertisement for selling the assets in question.