JUDGMENT Honble Prakash Krishna, J.—The above joint application has been filed with the prayer to permit the withdrawal of winding up petition No. 7 of 1997. The relevant facts may be noticed in brief. 2. Punjab National Bank, one of the nationalized banks on 21.1.1997 filed winding up petition against M/s. Modi Export Processors Limited (hereinafter referred as MEPL) with the allegations that MEPL possesses and was carrying on the business through its four units/undertakings. The business of the company is lying suspended since 1983 and company has accumulated losses for exceeding its total net-worth. This Court by the judgment dated 24th September, 2005 passed winding up order as the respondent company has failed to pay its admitted dues after statutory notice of demand with the further finding that it has not carried out any business since 1983 and has become commercially insolvent. The said order has attained finality as no appeal within prescribed limit was filed. In pursuance of the winding up order, the Official Liquidator took the possession of the properties of the company in liquidation and its possession is still continuing indisputably. The present application has been filed with the allegation that a settlement has been arrived at in between Punjab National Bank and the company in liquidation whereunder the Company in liquidation has paid a sum of Rs. 1,56,00,873.38 towards the full and final settlement of the outstanding dues of the bank by way of one time settlement (OTS). It has been stated that in view of the aforesaid developments and fact that till date no creditor has come forward and the premises are in custody of the Official Liquidator at present, the winding up order passed in the above petition No. 7 of 1997 be recalled and the Company in liquidation may be revived, thus. 3. The said application is being hotly opposed by the labourers through "Modi Spinning and Weaving Mills Workers Union, Modinagar, Ghaziabad" (for short union). It may be placed on record that by an earlier order, the said Union has been permitted to be impleaded as a party in the proceeding. In the counter affidavit the case set out by them is that the Union-applicants are creditors of the company in liquidation and money due to the workmen may be made available to the Official Liquidator so that he may be able to distribute the same to the workmen. In the counter affidavit the case set out by them is that the Union-applicants are creditors of the company in liquidation and money due to the workmen may be made available to the Official Liquidator so that he may be able to distribute the same to the workmen. Reliance has been placed on the Rules 101 to 105 of the Company (Court) Rules. Further, it has been stated that although the winding up order was passed on the application moved by the punjab National Bank, if the latter is not interested to proceed further in the matter, the workers-union may be permitted to pursue the matter instead. 4. Heard Shri Vijai Bahadur Singh, learned senior counsel along with Ms. Kirtika Singh, advocate, in support of the application, Shri K.P. Agrawal, learned senior counsel along with Ms. Sumati Rani Gupta, advocate, on behalf of the workers Union and Shri Raj Nath N. Shukla, advocate, on behalf of the Official Liquidator. 5. Shri V.B. Singh, learned senior counsel submits that the winding up petition was filed by the Punjab National Bank and since dues of the Punjab National Bank have been paid and no other creditor has come forward, it is desirable that the winding up order may be recalled so that the company may be revived. Elaborating the argument, he submits that the workers Union have no locus standi in the matter to oppose the said withdrawal application. The philosophy of the Companies Act is to revive a company and not to wind up as far as possible. Alternative jobs were offered to the erstwhile workmen and almost 90% have been provided jobs, except few who have not accepted the offer. It is not an appropriate forum to adjudicate the dues of the workmen, if any, which can be easily agitated and adjudicated upon by duly constituted labour Courts. In other words, the claim of labourers/workmen cannot be adjudicated upon by a Company Judge in winding up proceeding. 6. Shri K.P. Agrawal, learned senior counsel, on the other hand, submits that the status of workers is as that of creditors of Company in view of Section 529A of the Companies Act. They stand at par with the secured creditors of the company in liquidation and also they are preferred secured creditors. 6. Shri K.P. Agrawal, learned senior counsel, on the other hand, submits that the status of workers is as that of creditors of Company in view of Section 529A of the Companies Act. They stand at par with the secured creditors of the company in liquidation and also they are preferred secured creditors. In view of Section 529A, they are entitled to participate in a winding up petition as right of hearing has been given to the workers under the said statutory provision. Elaborating the argument, the learned senior counsel submits that one time settlement entered into with the Punjab National Bank by the company in liquidation outside the Court without intervention of the Official Liquidator, is null and void and is liable to be ignored. The Punjab National Bank could not have accepted any amount from the Company in liquidation without the leave of the Court and as such, the payment which has been received by the Punjab National Bank should be handed over to the Official Liquidator for its distribution among the creditors, secured and unsecured in accordance with the provisions of the Companies Act. 7. Shri Raj Nath N. Shukla, the learned counsel for the Official Liquidator, on the other hand, submits that in view of Section 447 of the Companies Act which provides the effect to winding up order, the application is liable to be rejected. Section 447 of the Companies Act provides that an order of winding up of company shall operate in favour of the creditors and of all the contributories of the company as if it has been made on the joint petition, or of creditor and of a contributory. A grievance was raised by him that in spite of lapse of sufficient time, Ex-directors of the company have not filed statement of affairs so far. 8. Considered the respective submissions of the learned counsel for the parties and perused record. As noticed herein above, the application for recall of the winding up order has been filed on a short ground that the settlement having been arrived at in between the Punjab National Bank, the petitioner who had filed the winding up petition with company in liquidation and none of the other creditors have put forward their claims, the winding up order be recalled so as to revive the company. The learned senior counsel has placed reliance on Rules 99 and 100 of the Companies (Court) Rules in this regard. Rule 99 provide for advertisement of the petition. It says that the petition shall be advertised within the time and the manner provided by Rule 24 of the Rules in form No. 48. Rule 100 provides for application for leave to withdraw the petition. It says that a petition for winding up shall not be withdrawn presentation without the leave of the Court. In my considered view these Rules have hardly any application to the facts of the present case. These Rules do relate to a situation before passing of the winding up order and they do not deal with a situation where a winding up order has been passed by the Company Court. 9. In the present case, indisputably, the Official Liquidator was appointed and he has taken possession of the premises. The property of the company in liquidation is custodia legis. 10. The consequences of winding up order have been provided under Section 447 of the Companies Act. A bare perusal of the same would show that an order for winding up of a company shall operate in favour of the creditors and of all the contributories of the company. It is not the case in the withdrawal application that all the creditors and all the contributories of the company have been discharged. The argument that other creditors have not come forward so far, may be attractive but is of little help to the applicant. Claims from such persons are to be invited yet. It has been noticed in the winding up order by the Company Court that the business of the company in liquidation is lying suspended since 1983 and the substratum of the company in liquidation has gone inassuch as according to the balance-sheet of the company, the accumulated losses have far exceeded its total net-worth and the company is financially insolvent and is not in a position to meet its financial commitments and to discharge its liabilities. A winding up order operates not only for the benefit of the petitioner-creditors but for the benefit of entire body of the creditors secured and unsecured. The argument that the settlements having been arrived at with the Punjab National Bank and as such, the winding up order be recalled, has no legal basis. A winding up order operates not only for the benefit of the petitioner-creditors but for the benefit of entire body of the creditors secured and unsecured. The argument that the settlements having been arrived at with the Punjab National Bank and as such, the winding up order be recalled, has no legal basis. The other limb of the argument is that “unless an order of dissolution under Section 481 of the Act is passed, the winding up petition is the commencement and not culmination of the proceedings of winding up but its continuation. The learned senior counsel in support of the application submits that still Company Judge may recall the winding up order in the facts of the present case in view of the judgment of the Apex Court in Rishab Agro Industries Limited v. PNB Capital Services Limited, (2000) 5 SCC 515 . A very strong reliance was placed thereon. However, on a deeper scrutiny, the ratio laid down therein is not at all applicable to the facts of the case on hand. There, the Apex Court was called upon to decide entirely a different controversy in a different factual set up of that case. To understand the ratio laid down therein, the factual background and the controversy involved therein may be noticed in brief. The company therein was ordered to wind up and the matter was pending in appeal. After passing of the winding up order, the company filed a reference under the Sick Industrial Companies (Special Provisions) Act, 1985, under Section 15(1) before the Board and the Company ordered to be wound up, then, moved an application in the High Court under Section 22 of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) with a prayer for staying the proceedings arising out of the company petition which was subject-matter of the company. The said application having been dismissed, the company approached the Apex Court. The question of interpretation of Section 22 of that Act vis-a-vis the provisions of the Companies Act was involved and the Apex Court was asked to decide as to whether under these circumstances, the proceedings under the Companies Act pending in appeal be stayed or not. On interpreting the expression ‘proceeding’ appearing in Section 22 of the SICA Act, it was held that the proceedings before the Company Judge shall remain in abeyance till the disposal of the reference before BIFR. On interpreting the expression ‘proceeding’ appearing in Section 22 of the SICA Act, it was held that the proceedings before the Company Judge shall remain in abeyance till the disposal of the reference before BIFR. In this factual background the observations made in para 11 of the report, strongly relied upon, which reads that a winding up order passed under the Companies Act is not culmination of the proceedings pending before the Company Judge but it is in effect, the commencement of process, should be understood. The question posed in the case on hand was not involved therein even remotely. 11. Then, Meghal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samiti, (2007) 7 SCC 753 was relied upon, para 31 in particular. The said paragraph is reproduced below : “31. Now to recapitulate, the Company was ordered to be wound up on 25-7-1984 and the Official Liquidator was directed to take possession of the assets of the Company. Once an order of liquidation had been passed on an application under Section 433 of the Companies Act, the winding up has to be either stayed altogether or for a limited time, on such terms and conditions as the Court thinks fit in terms of Section 466 of the Act. If no such stay is granted, the proceedings have to go on and the Court has to finally pass an order under Section 481 of the Act dissolving the Company. In other words, when the affairs of the Company had been completely wound up or the Court finds that the Official Liquidator cannot proceed with the winding up of the Company for want of funds or for any other reason, the Court can make an order dissolving the Company from the date of that order. This puts an end to the winding-up process." Even this case also does not provide any such as prayed for in the application under consideration. On the contrary, in an appropriate case a conditional stay order may be of limited duration, can be passed. Nothing more than that. 12. However, in this case an order was passed directing the Official Liquidator to issue a public notice inviting offers for revival of the taxable limits and absorption of the workmen and to purchase the assets of the company in liquidation. There were respective offers by various parties. Nothing more than that. 12. However, in this case an order was passed directing the Official Liquidator to issue a public notice inviting offers for revival of the taxable limits and absorption of the workmen and to purchase the assets of the company in liquidation. There were respective offers by various parties. The controversy raised therein was decided in the light of the provisions as contained in Section 391 of the Companies Act wherein it is provided that a proposed compromise or arrangement between a company and its creditors or between the company and its members etc. may be accepted by the tribunal on the application of the company or of any creditors or members of the company etc. 13. Taking into account the procedure laid down therein, the controversy was answered by the Apex Court within the purview of Section 391, which is not the case here. It may be noticed that one of the mandatory requirements is the approval by the tribunal to the compromise or the arrangement with the creditors etc. A detailed procedure for acceptance of such compromise or arrangement to be followed before acceptance has been provided, such as, calling for the meeting of the creditors, members etc. have been provided. This is not so here. The arrangement, compromise or one time settlement whatever label may be given, neither Company in liquidation, neither Ex-officers of the Company in liquidation nor Punjab National Bank Limited ever cared to follow the procedure as provided for recording of such compromise, arrangement etc. under Section 391 of the Act. Para 47 from the said report is the complete answer to the argument of the learned senior counsel. The relevant portion is extracted below : ".................In that context, the Court has necessarily to see whether the scheme contemplates revival of the business of the company, makes provisions for paying off creditors or for satisfying their claims as agreed to by them and for meeting the liability of the workers in terms of Section 529 and Section 529-A of the Act. Of course, the Court has to see to the bona fides of the scheme and to ensure that what is put forward is not a ruse to dispose of the assets of the company in liquidation". (Emphasis supplied) 14. Of course, the Court has to see to the bona fides of the scheme and to ensure that what is put forward is not a ruse to dispose of the assets of the company in liquidation". (Emphasis supplied) 14. Further in para 52 of the said report, the Apex Court has observed that Company Court is bound to consider whether the liquidation was liable to be stayed for a period or permanently while adverting to the question whether the scheme is one for revival of the company or that part of the business of the company which it is permissible to revive under the relevant laws or whether it is a ruse to dispose of the assets of the company by a private arrangement. The relevant extract is reproduced below : "52. .........................We are therefore satisfied that the Company Court was bound to consider whether the liquidation was liable to be stayed for a period or permanently while adverting to the question whether the scheme is one for revival of the company or that part of the business of the company which it is permissible to revive under the relevant laws or whether it is a ruse to dispose of the assets of the company by a private arrangement. If it comes to the latter conclusion, then it is the duty of the Court in which the properties are vested on liquidation, to dispose of the properties, realise the assets and distribute the same in accordance with law.” 15. Applying the ratio as laid down above, it is but obvious that there is even no whisper in the withdrawal application for the revival of the business of the company in liquidation. There is no scheme or arrangement for the revival of the company on the record at least. 16. The learned senior counsel filed Photostat copies of the following other cases along with written submissions. It is not necessary to deal them individually as they are not relevant and tangent to the controversy presently involved : (1) 2006 (3) SCC 434, Bombay Dyeing & Mfg. Co. Ltd. v. Bombay Environmental Action Group and others. (2) (2005) 8 SCC 219 , NGEF Ltd. v. Chandra Developers (P) Ltd. and another. (3) 1990 (68) Comp Cas 702, Harakchand Mansraj v. Emerald Woollen Mills Pvt. Ltd. and another. (4) 2003 (4) Com. LJ 68 (Bom), Lily Maritime case. Co. Ltd. v. Bombay Environmental Action Group and others. (2) (2005) 8 SCC 219 , NGEF Ltd. v. Chandra Developers (P) Ltd. and another. (3) 1990 (68) Comp Cas 702, Harakchand Mansraj v. Emerald Woollen Mills Pvt. Ltd. and another. (4) 2003 (4) Com. LJ 68 (Bom), Lily Maritime case. (5) 1983 (1) SCC 228 , NTC Workers v. P.R. Ramakrishnan. (6) 2002 (110) Comp Cas 408 (Bom), Mumbai Labour Union v. Indo French (Pr 10) (7) 1994 (3) SCC 348 , PICUP v. North India (8) AIR 1997 SC 2775 , Diamond Plastic Industries etc. v. Government of Andhra Pradesh and others. (9) 1998 (5) SCC 554 , Real Value v. Canara Bank. 17. The locus or workmen to oppose the present withdrawal application was also challenged. Having regard to the provisions of Section 529-A of the Companies Act, which provides for overriding preferential payments of the workmen’s dues and the judgment of the Apex Court in Textiles Labour Association and another v. Official Liquidator and others, (2004) 9 SCC 741 , it can safely be held that workmen have sufficient interest so far as their dues are concerned. It has been held that the workmen are not deprived of their legitimate claim in the event of liquidation of company. Section 529-A overrides all other claims of other creditors even where a decree has been passed by a Court. The dues of workers are debts and are to be treated pari passu and have to be treated as prior to all other dues to ensure that the workmen are not deprived of their legitimate claim under Section 529-A, in the event of liquidation of company has been ordered. The assets of the company would remain charged for payments of workers’ dues. Apart from the above, the application for their impleadment has already been allowed. 18. In short, the result of the above discussions is that certain procedure for recording arrangement/compromise in the matter of a company to be wound up has to be statutorily followed. After a winding up order the property of the company in liquidation becomes custodia legis and no person can deal with the assets of the company without the leave of the Court and/or without involving the Official Liquidator. It is misnomer that a winding up order on a creditor’s petition is for the benefit of petitioner creditors, alone. After a winding up order the property of the company in liquidation becomes custodia legis and no person can deal with the assets of the company without the leave of the Court and/or without involving the Official Liquidator. It is misnomer that a winding up order on a creditor’s petition is for the benefit of petitioner creditors, alone. Under law the obligation to pay debts of the entire body of the creditors is there when a company is ordered to be wound up. In other words, a creditor cannot settle his claim with the Ex-officers of the company in liquidation and apply for withdrawal of the winding up order. 19. In M.B Janardhan Reddy v. Vijaya Bank and others, (2008) 7 SCC 738 , the Apex Court was faced with the similar controversy. Therein the company was ordered to be wound up. A suit for recovery of certain dues was also filed and the decree for recovery of the amount was passed therein. In execution of the said decree, the company Court permitted to sell the property of the company in liquidation with the permission of the company Court. It was clearly stipulated by the company Court while granting permission to sell the property of the company in liquidation that the permission of the Court shall be obtained before the sale of the properties—movable or immovable, is confirmed or finalized. However, the sale took place and the Recovery Officer confirmed the sale. When this fact came to the knowledge of the company Court, the said sale was set aside and the property of the company in liquidation was sold through the Official Liquidator. In this factual background the Apex Court held that since the Recovery Officer was not authorized to confirm the sale and he confirmed the sale without the permission of the Company Judge and the Official Liquidator was also not associated with the said sale, the sale even though confirmed by the Recovery Officer is null and void. More or less, the same situation exists here. Here, it is not a case of sale. But it is a withdrawal application to withdraw the winding up order, non-payment of the dues of other creditors and workmen notwithstanding. Such a course of action is not permissible under law. 20. More or less, the same situation exists here. Here, it is not a case of sale. But it is a withdrawal application to withdraw the winding up order, non-payment of the dues of other creditors and workmen notwithstanding. Such a course of action is not permissible under law. 20. The learned counsel for the Official Liquidator is right in his submission that till date the Ex-directors of the company in liquidation have not filed statement of affairs and they should be commanded to do so. As a matter of fact, from the record it is evident that the application under Section 454 of the Companies Act has been filed against Shri Alok Singhal, Shri Lakshi Ram Sharma and Shri Devendra Kumar, being Application No. 170239. Notices were ordered to be issued by registered post fixing 4th October, 2007. The said application is pending consideration and requires immediate disposal. 21. In view of the above discussion, I find no merit in the withdrawal application. The same is hereby rejected. The Ex-directors of the company in liquidation are required to cooperate with the Official Liquidator to enable him to complete the winding up affairs expeditiously. This Court is also of the considered opinion that the payment of Rs. 1,56,00,873.38 could not have been legally received by the Punjab National Bank without the, leave of the Court. The said money is for the benefit of the entire body of the creditors and is liable to be distributed among the creditors, secured and unsecured and the contributories in accordance with law. 22. At this stage it is not necessary to give any direction to the Punjab National Bank for making the deposit of the aforesaid amount with the Official Liquidator. However, the said issue is left open and shall be considered at the appropriate stage. ————