Judgment : GIRISH CHANDRA GUPTA J. Lansdowne Jute Company Limited originally incorporated on 30th June 1904 under the Indian Companies Act 1882 under the name and style of the Arathoon Jute Mills Limited, was renamed as Birds Jute and Exports Limited in the year 1971. Birds & Company Private Limited, a wholly owned subsidiary of Birds Jute and Exports Limited was nationalised on 25th October 1980. Bharat Process & Mechanical Engineering took over part of the assets of Birds & Company Private Ltd. It appears from paragraph 33 of an affidavit affirmed by Pummy Gupta and Siddharta Roy on 8th January 2008 in C.A. No.27 of 2008 that upon nationalisation the jute division of Birds & Company Pvt. Ltd. was renamed as National Jute Manufacturers Corporation Limited. The engineering division of Birds & Company Pvt. Ltd. was renamed as Bharat Process and Mechanical Engineers Limited. It further appears from the said affidavit that Heilgers Pvt. Ltd. Had business ties with Birds Company Pvt. Ltd. prior to its nationalisation. After nationalisation the business which Birds & Company Pvt. Ltd. carried on in combination with the said Heilgers Pvt. Ltd. is alleged to have been assigned to the said Heilgers Pvt. Ltd. and in that view of the matter the latter continued and still continues to use a portion of the registered office of Bharat Process and Mechanical Engineers Ltd. The holding company the Birds Jute and Exports Limited was also nationalised and the same is now a subsidiary of National Jute Manufacturers Corporation Ltd. as would appear from an affidavit affirmed on 28th April 2006 by one Shri Pratyush Kumar Mitra in C.A. No.283 of 2006. The said holding company namely the Birds Jute and Exports Limited is now a sick company and is under the BIFR. Bharat Process & Mechanical Engineers Ltd. ( hereinafter referred to as the ‘Company in Liquidation’), it appears from an affidavit of one Kamrujjaman Qamar and J.R. Khan affirmed on 16th April 2008 in C.A. No.291 of 2008 became a wholly owned subsidiary of Bharat Bhari Udyog Nigam Ltd., a Government of India Undertaking, incorporated under the provisions of Companies Act 1956. It further appears from the said affidavit that the company in liquidation became sick and was referred to the BIFR in the year 1992. BIFR appears to have recommended winding up of the company in the year 1996. It further appears from the said affidavit that the company in liquidation became sick and was referred to the BIFR in the year 1992. BIFR appears to have recommended winding up of the company in the year 1996. The order of winding up was finally passed by Brother A.K. Banerjee J on 27th July 2004. The assets and liabilities of the company in liquidation as far as ascertainable from the records may briefly be summarised as follows:- (a) The workshop of the company is situate at premises no.200 Dakhindari Road, Kolkata-700048. The workshop including covered sheds and uncovered space, office rooms, assistants’ quarters, staff quarters and quarters for mazdoor comprise of an area of 7,50,000 sq.ft. approximately held on long lease which however has already expired. The aforesaid landed property situate at Dakhindari Road which lies in between Ultadanga and Laketown on the way to Netaji Subhash Chandra Bose airport is a very valuable property one. At a very conservative assessment value of the said 7,50,000 sq.ft is Rs.75 crores at the rate of Rs.1000/- per sq.ft. The actual value of the land may be more but this is the minimum price that I can think of taking judicial notice of the rate of land prevailing in the city of Kolkata. (b) The registered office of the company in liquidation is situate at premises no.4. Netaji Subhash Chandra Bose Road, Kolkata-1, which is the commercial hub of this city near the Reserve Bank of India which originally was also a lease held land with right to sublet as would appear from the deed of lease dated 18th December 1962 a copy whereof is an annexure to the affidavit affirmed by Pammi Gupta and Siddharta Roy on 8th January 2008 filed in CA No.27 of 2008. The relevant clause reads as follows:- “That the lessee shall not assign, sublet or part with the possession of the demised premises or any part thereof for the whole or any part of the said term provided that the lessee may, if necessary, sublet the whole or any part of the said premises No.4, Netaji Subhas Road demised to and occupied by the lessee to respectable and responsible tenants approved in writing by the lessor.” The lease originally was for a period of 5 years and a further lease for 5 years was executed and registered on 8th December 1962. The company in liquidation admittedly is a monthly tenant on conditions governed by the registered document dated 8th December 1962. Therefore the provisions of rent control legislation would apply to this tenancy which is thus protected under the rent control legislation. The rate of built up are in the Netaji Subhash Road at a very conservative estimate of which I can take judicial notice, is not less than Rs.20,000/- per sq. ft of actual carpet area. The measurement of the registered office of the company in liquidation is not available from the records made available to me but there can be no doubt that this office is also a very valuable property worth several crores. (c) The plant and machinery of the company in liquidation has been valued by Engineers & Valuers Collaboration at Rs.40.81 Crores in their report annexed to their letter dated 27th October 2008 a copy whereof is a part of annexure ‘E’ to the affidavit affirmed by Shri Paresh Chandra roy and Manik Lal Dutta on 5th January 2008 in CA No.620 of 2008. From an affidavit affirmed by Shri Rakesh Chandra Ghosh on 24th June 2008 on behalf of the UCO bank the sole secured creditor of the company in liquidation it appears that “ a sum of Rs.2,50,00,000/- with a O/s in M.L. Ledger of Rs.64.91 lakhs after writing an amount of Rs.314.91 lakhs from the principal claim” is due to them. (A) It further appears from paragraph 3e of the said affidavit that the said UCO Bank has agreed to accept a sum of Rs.50 lakh in full and final settlement of its dues from the company in liquidation. It further appears from a letter dated 25th November 2005 addressed by the UCO Bank to the Assistant Official Liquidator that the bank has charge only over the plant and machinery and stocks of the company in liquidation held in their factory premises. But the landed property belonging to the company in liquidation is not charged in favour of the bank. The said letter dated 25th November 2005 is a part annexure ‘A’ appearing at page 63 of an affidavit affirmed by Shri Sanjay Chatterjee on behalf of the Official Liquidator in CA No.641 of 2007. But the landed property belonging to the company in liquidation is not charged in favour of the bank. The said letter dated 25th November 2005 is a part annexure ‘A’ appearing at page 63 of an affidavit affirmed by Shri Sanjay Chatterjee on behalf of the Official Liquidator in CA No.641 of 2007. (B) From an affidavit affirmed by Shri Dilip Kumar Sarkar on behalf of the Employees State Insurance Corporation in C.A. No.291 of 2008 it appears that a sum of Rs.1,89, 58,216/- is due and payable by the company in liquidation to the Employees State Insurance Corporation inclusive of interest and damages calculated up to 30th July 2008. (C) From an affidavit affirmed by one Shri Ashim Kumar Chakraborty on behalf of the Regional Provident Fund Commissioner, West Bengal, affirmed on 9th April 2008 in C.A. No. 299 of 2008 it appears that on 24th April 2006 an affidavit in proof of debt amounting to Rs.7,02,880.95 paisa was filed and a further affidavit in proof of debt was filed on 26th July 2007 for an amount of Rs.64,04,291/0/-. (D) From an affidavit affirmed by Shri S.N. Mukherjee, the Company Secretary of Bharat Bhari Udyog Limited which is the holding company of the company in liquidation, on 10th July 2008 in C.A. No.291 of 2008 it appears that all dues of the workers have been fully paid. There is however the following allegations to be found in sub-paragraph VII of paragraph 3 of the said affidavit :- “It is stated that there is a contradiction arising with regards to workers dues. From the petitioners’ scheme, it appears that total dues with regard to workers are Rs.313 lac. On the other hand, from the report submitted by the Official Liquidator, it appears that Retirement Suspense is an amount of Rs.73,71,690/-. So as far as the Government is concerned, there is no amount due in respect of the said head because of the fact all workers have been paid before the liquidation of BPMEL.” The aforesaid case of the holding company has to be read in the light of the following observation made in the order dated 27th July 2004 passed by Brother A.K. Banerjee J finally winding up the company in BIFR case no. 520 of 1992. “The BIFR has already recommended for winding up. All the workers except 54 workers have accepted Voluntary Retirement. 520 of 1992. “The BIFR has already recommended for winding up. All the workers except 54 workers have accepted Voluntary Retirement. The issue of Voluntary Retirement Scheme relating to 54 workers was dealt with by this Court as well as by the Court of Appeal. Ultimately, the said issue is pending before the Hon’ble Supreme Court.” (E) There is no information available to this Court as regards the actual dues of the unsecured creditors. (F) From annexure ‘E’ appearing at page 63 of the affidavit affirmed by Shri Pratyush Kumar Mitra on 26th April 2006 on behalf of the Birds Jute and Exports Private Limited in C.A. No.283 of 2006 it appears that the monthly rent payable by the company in liquidation for the factory premises was Rs.1,27,767.30 paisa per month and the rental is due from April 1989. Therefore for a period of 20 years liability on this head is around Rs.3 crore on account of principal only which inclusive of interest even at the rate of 8.75% is likely to be near Rs.10 crore. (G) From an affidavit affirmed by Pammi Gupta and Siddharta Roy in C.A. No.27 of 2008 it appears that on 12th October 2004 a claim was lodged with the Official Liquidator for a sum of Rs.22,12,124.09 paisa on account of arrears of monthly rent and electricity charges of which nothing has so far been paid. It further appears from the said affidavit that the company in liquidation is also liable to pay rent at the rate of Rs.21714/- per month for the further period which elapsed since 12th October 2004 and the liability on account of rental alone shall be a further sum of Rs.15 lacks on account of principal approximately. Interest is payable statutorily at the rate of 8.75% per annum. (H) It appears from an affidavit of Shri Gautam Sengupta affirmed on 16th August 2007 in C.A. No.641 of 2007 that an amount of Rs.4,29,757/- is due and payable to the Eastern Security Services Company on account of guarding charges of the registered office upto June 2007 which includes a sum of Rs.78,960/- on account of guarding charges for the factory premises. It appears that by an order dated 21st February 2005 passed in CA No.118 of 2005 the responsibility of guarding the factory premises was assigned to the Secured Creditor the UCO bank and the Official Liquidator is now required to provide security only to the registered office. It is for providing security to the registered office that the aforesaid claim was made and further claims are accruing continuously. It is for providing security to the registered office that the aforesaid claim was made and further claims are accruing continuously. This is the picture which I have been able to collate form various pleadings filed by various parties in various matters, a brief particulars whereof are as follows:- (1) By a Judges Summon dated 2nd May 2006 an application registered as CA No.283 of 2006 was made by the Birds Jute and Exports Limited, the lessor, of the factory premises praying for the following reliefs:- “The official liquidator be directed to forthwith disclaim and make over vacant possession of the properties belonging to the petitioner more fully described in annexure ‘K’ to the affidavit in support of the Judge’s summons situated at premises no.200 Dakshin Dari Road, Kolkata-700048; Injunction restraining the official liquidator from dealing with or disposing of or in any manner encumbering of the properties any of the properties mentioned in paragraph 14 of the affidavit in support of the Judge’s Summons situated at premises no.200, Dakshin Dari Road, Kolkata-700048; Injunction restraining the Official liquidator from giving any effect or further effect to the sale notice to the extent it includes the properties mentioned in paragraph 14 of the affidavit in support of the Judge’s summons; Direction upon the Official Liquidator to exclude from the description of the properties enclosed with the sale notice, those items mentioned in paragraph 14 above of the affidavit in support of the Judge’s Summons;” (2) By a Judges Summon dated 20th August 2007 an application registered as C.A. No.641 of 2007 was made by the Eastern Security Services Company praying, inter alia, for the follwing reliefs:- “The official liquidator be directed to clear the dues of the applicant being the balance sum of Rs.78,960/- towards providing security services at the factory premises of the company in liquidation for the period from 29th October 2004 to 14th March 2005 and a further sum of Rs.3,50,797/- towards providing security service at the registered office of the company in liquidation from October 2004 till June 2007 totaling Rs.4,29,757/-forthwith or within such time as may be fixed by this Hon’ble Court; The respondent no.2 be directed to pay the Official Liquidator the balance sum of Rs.78,960/- towards providing security services at the factory premises of the company in liquidation for the period from 29th October 2004 to 14th March 2005 and a further sum of Rs.3,50,797/- towards providing security service at the registered office of the company in liquidation from October 2004 till June 2007 totaling Rs.4,29,757/- forthwith or within such time as may be fixed by this Hon’ble Court.” (3) By a Judges Summon dated 9th January 2008 taken out by Sandip Agarwalla, an Advocate on behalf the Coldgold Syntex Pvt. Ltd. and Standard Chartered Bank, an application registered as C.A. NO.27 of 2008 was made praying for the following reliefs:- “ Leave be given to the Official Liquidator, High Court, Calcutta, as liquidator of the said company ( in liquidation), to disclaim the tenanted areas comprising of a portion of the first floor, a portion of the second floor, a portion of the third floor, one room and two lavatories on the second mezzanine floor and one room on the ground floor of premises no.4, Netaji Subhash Road, Kolkata-700071 of the said company (in liquidation). The Official Liquidator, High Court, Calcutta as Liquidator of the said company ( in liquidation ), be further directed to deliver possession of the entire tenanted portions of the said company (in liquidation) as mentioned hereinabove.” (4) By a Judges’ Summon dated 2nd April 2008, registered as C.A. No.272 of 2008, taken out by Messers L.P. Tewari & Co. on behalf of the Messers Consortium Enterprises Pvt. Ltd. an application praying, inter alia, for the following reliefs was made:- “Direction be given to Official Liquidator to issue fresh sale notice for sale of Company as going concern; The official liquidator be directed to get the valuation of the assets of the company in liqidation through competent valuer. on behalf of the Messers Consortium Enterprises Pvt. Ltd. an application praying, inter alia, for the following reliefs was made:- “Direction be given to Official Liquidator to issue fresh sale notice for sale of Company as going concern; The official liquidator be directed to get the valuation of the assets of the company in liqidation through competent valuer. Petitioner be allowed to participant in purchase of the company in liquidation as going concern;” (5) By a Judges’ Summon dated 17th April 2008 taken out by the Dipayan Chowdhury, learned Advocate on behalf of the Sramik Union of the company in liquidation and one Jamilur Rehaman Khan an application registered as C.A.291 of 2008 was made praying, inter alia, for the following reliefs:- “The scheme proposed by the respondent no.4 and annexed as annexure “G” to the affidavit in support of the Judge’s Summons be approved by this Hon’ble Court; Appropriate directions be given to implement the proposed scheme being annexure ‘G’ to the affidavit; Stay of all further proceedings for winding up of Bharat Process & Mechanical Engineers Ltd. ( In Liquidation ); Stay of the operation of the order dated July 27, 2004 passed by the Hon’ble Justice Ashim Kumar Banerjee in BIFR Case No.520 of 1992; Direction upon the respondent no.1 to handover the assets and properties of the company ( in liquidation) to the respondent no.4 for the purpose of implementation for the said scheme;” (6) By a Judges’ Summon dated 16th April 2008 taken out by Shiv Chandra Prasad, Advocate, on behalf of the Regional Provident Fund Commissioner, West Bengal, an application registered as C.A. No.299 of 2008 was filed, praying, inter alia, for the following reliefs:- “Direction may be given to the official liquidator, High Court, Calcutta to settle and/or release the payment forthwith in terms of the affidavit of proof of debt dated 24th April, 2006 already filed by the applicant in the office of the Official Liquidator, High Court, Calcutta in the abovementioned matter of the assets and properties of the said company ( in liquidation ) has already been sold long back and the sale proceed is lying in the hands of the official liquidator; Direction upon the official liquidator to release the said sum in terms of the affidavit of proof of Debt filed by the applicant herein within four weeks from the date of order;” (7) By a Judges Summon dated 6th November 2008 taken out by Mr. Avijit Sarkar, learned Advocate on behalf of the Employees and Staff Union and Manik Lal Dutta, Paresh Chandra Roy and Dilip Kumar Chakraborty in C.A. No.620 of 2008 an application was made praying, inter alia, for the following reliefs:- “Permanent stay of the order of winding up dated 27.07.2004; The Scheme formulated by respondent no.4 being annexure ‘C’ herein be sanctioned by this Hon’ble Court in respect of Bharat Process & Mechanical Engineers Ltd. ( in liquidation ) on such terms and conditions as to this Hon’ble Court may deem fit and proper; Injunction restraining the respondent no.1 and/or its men, agents and servants and each of them from taking any step or any further steps with regard to the winding up of Bharat Process & Mechanical Engineers Ltd. ( In Liquidation ) in any manner whatsoever and/or giving effect or any further effect to the order of winding up dated 27.7.2004; The respondent no.1 be directed to make over all assets and properties of Bharat Process & Mechanical Engineers Ltd. ( in liquidation ) to the applicants forthwith; Liberty be granted to the applicants to enter into negotiations for settling the claim of the respondent no.2; Liberty be given to the respondent no.4 to purchase the shares held by the respondent no.3 in Bharat Process & Mechanical Engineers Ltd. ( in liquidation ) on such terms and conditions as to this Hon’ble Court may deem fit and proper;” It would thus appear that CA No.272 of 2008, CA No.291 of 2008 and CA No.620 of 2008 are the three applications made for the purpose of revival of the company and/or for carrying on the business of the company in one manner or the other. The pendency of these three applications has been a major stumbling block why the assets of the company in liquidation could not be sold so far. The resultant effect has been that the creditors have been kept at bay and expenses in the nature of guarding expenditure has been continuously incurred and the machinery is also deteriorating from day to day. I have therefore to consider these three applications on merit which I propose to do hereafter. The resultant effect has been that the creditors have been kept at bay and expenses in the nature of guarding expenditure has been continuously incurred and the machinery is also deteriorating from day to day. I have therefore to consider these three applications on merit which I propose to do hereafter. CA No. 272 of 2008 The applicant in this case is Consortium Enterprises Pvt. Ltd. The proposal of the applicant to be found in paragraph 9 of the application reads as follows:- “(a) The applicant company would employ all the workers of the company ( in liqn.); (b) The applicant company would not bear any liability of secured or un-secured creditor; (c) The applicant would pay the past dues of the workers as per direction of this Hon’ble Court; (d) The applicant company would not pay any statutory dues of the company (in liqn.); (e) The applicant company would not pay any past outstanding dues of the company in liquidation; (f) The applicant company would initially invest Rs.50 lakhs for the commencement of the business of the company in liquidation.” Clause (d) and clause (e) of the proposal is enough to discourage any consideration of the proposal on merit. CA No. 291 of 2008 The applicants in this case are Bharat Process & Mechanical Engineers Limited Sramik Union and one Jamilur Rehaman Khan carrying on business in the name and style of Azad Construction Company as the sole proprietor thereof. The scheme propounded by the applicants in sum and substance is that TPG Equity Private Limited the respondent no.4 has proposed to provide necessary finance and expertise for the purpose of revival of the company. It is interesting to note that not a word about the financial worth of the said TPG Equity Management Private Limited has been spelt out. The scheme in substance is that the said TPG Equity Management Company shall initially invest a sum of Rs.40 lakhs which in phases shall be increased to Rs.4 Crore. 1,00,000/- sq.ft. of land has to be leased out to them. 50% of the principal amount due to the UCO bank shall be paid over a period of 5 years. From an affidavit affirmed on behalf of the UCO Bank by one Shri Rakesh Kumar Ghosh, it appears that they have agreed to accept a sum of Rs.50 lakh whereas dues appear to be more than Rs. 4 Crore. 50% of the principal amount due to the UCO bank shall be paid over a period of 5 years. From an affidavit affirmed on behalf of the UCO Bank by one Shri Rakesh Kumar Ghosh, it appears that they have agreed to accept a sum of Rs.50 lakh whereas dues appear to be more than Rs. 4 Crore. 10% of the statutory dues is proposed to be paid within a period of 5 years, 30% of the dues of the unsecured creditors is proposed to be paid within a period of 10 years. Neither the statutory creditors nor the unsecured creditor shall be paid any interest. The shares of the holding company are sought to be purchased at Re.1 each but the holding company by way of an affidavit has expressed its refusal to sell its share. The dues of the workers shall be paid over a period of three years without any interest. It has been alleged in the application that the applicants have the support of all the workers but there is no evidence with regard thereto. CA No.620 of 2008 This is an application made by three ex-workers of the company and various Unions and Associations alleging that they alone are representing the 57 workers of the company. The scheme propounded by them propose to invest Rs.8 Crore. They propose to pay the dues of the workers not exceeding a sum of Rs.3.13 crore. They want possession of movable and immovable properties of the company. They propose to pay a sum of Rs.60 Lakh to the UCO Bank. They propose to pay 15% of the dues of the statutory creditors over a period of three years. As regards the balance there is no indication. With respect to unsecured creditors they propose to pay 10% of the principal dues over a period of 4 years subject to scrutiny. As regards the balance there is no commitment. They want to purchase the shares of the holding company at the rate of Re.1 per share which the holding company is not inclined to sell as already indicated. They want renewal of the lease of 7,50,000 sq.ft of the land of the factory premises for the purpose of carrying on business activity. They want to purchase the shares of the holding company at the rate of Re.1 per share which the holding company is not inclined to sell as already indicated. They want renewal of the lease of 7,50,000 sq.ft of the land of the factory premises for the purpose of carrying on business activity. There is a recital in the scheme that all the 57 ex-employees shall be provided with work and if any one of them is not in a position to work his dependent shall be given work but no such obligation has been envisaged in the scheme. There is a recital in the scheme that all the 57 ex-employees shall be provided with work and if any one of them is not in a position to work his dependent shall be given work but no such obligation has been envisaged in the scheme. The law on the subject was elaborately discussed by this Court in the case of Mahavir Prasad Agarwalla vs. Ashkaran Chattar Singh reported in 1985 CWS 557 wherein after considering the English and Indian authorities the following view was expressed:- “Therefore, from the above principles which has been summarised in different authorities and the decision referred to hereinabove it appears that the discretion for stay under section 466 can only be exercised by the Court (1) if the Court is satisfied on the materials before it that the application is bonafide, (2) the Court would be guided by the principles and definitely come to the finding that the principles are applicable to the facts of a particular case, (3) mere consent of all the creditors for stay of winding up is not enough, (4) that offer to pay in full or make satisfactory provisions for the payment of the creditors is not enough, (5) Court will consider the interest of commercial morality and not merely the wishes of the creditors and contributories, (6) Court will refuse an order if there is evidence of misfeasance or of irregularity demanding investigation, (7) a firm and accepted proposal for satisfying all the creditors must be before the Court with material particulars, (8) the jurisdiction for stay can be used only to allow in proper circumstances a resumption of the business of the company, (9) the Court is to consider whether the proposal for revival of the company is for benefit of the creditor but also whether the stay will be conducive or detrimental to commercial morality and to the interest of the public at large, (10) before making any order Court must see whether Exdirectors have complied with their statutory duties as to giving information to the Official Liquidator by furnishing the statement of affairs, (11) and any other relevant fact which the court thinks fit to be considered for granting or not granting the stay having regard to the peculiar facts of a particular case.” The Supreme Court in the case of Mechal Homes (P) Ltd. v. Shree Niwas Girni K.K. Samity reported in 2007(7) SCC 753 para 47 opined as follows:- “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 529A 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”. Viewed in the light of the law laid down by this Court as also by the Supreme Court it is more than clear that neither of the schemes propounded and discussed above is acceptable. There is no proposal to pay up the dues of the creditors in full. The schemes propounded by each of the three applicants discussed above is really intended to take away the fruits of the winding up. The official liquidator in his affidavit affirmed by Sanjay Chatterjee on 21st January 2009 in CA 620 of 2008 has suggested that “ the alleged scheme for revival is vague and has been prepared and prayed for sanction for grabbing entire property of the company in liquidation”. I am inclined to think that this comment is well considered one and applies to each one of the three applicants for revival of the company in liquidation. By reason of these applications the winding up process has been delayed and lacs and lacs of rupees have been wasted in guarding the properties which have also deteriorated both in value and effciency over the period of time. Insofar as the employees of the company are concerned it appears from an affidavit of Shri S.N. Mukherjee in C.A. No.291 of 2008 quoted above that the dues of the employees have been fully paid. From the order of Brother A.K. Banerjee J dated 27th July 2004 quoted above it appears that there is a dispute as regards the dues of the employees which is pending before the Apex Court. Any further particulars in that regard are not available. I am inclined to think that the interest of the employees has already been taken care of and in any event the matter is now subjudice before the Apex Court and there is no reason why in the name of benefiting the employees, the valuable assets of the company in liquidation should be frittered away. The employees, in my view, cannot have any claim otherwise than in accordance with law and that claim is pending before the Apex Court. Therefore the interest of the employees does not merit any further consideration. The employees, in my view, cannot have any claim otherwise than in accordance with law and that claim is pending before the Apex Court. Therefore the interest of the employees does not merit any further consideration. Another reason why neither of these schemes can be accepted is the fact that the lessor of the immovable property where the factory of the company is situate is itself a sick company and there is an order of injunction dated 6th July 1999 passed by the BIFR by which the Birds Jute and Exports Limited has been restrained from alienating any of its assets without the approval of the BIFR. Considering that the lessor the Birds Jute and Exports Limited itself is a sick company which is also a government company, it would only be fair that the entire lease-held premises where the factory of the company in liquidation is situate be disclaimed so that the valuable property may be sold or otherwise fruitfully exploited so as to improve the financial health of that government company rather than acceding to the prayers of these investors who have applied for revival of the company but the real intention, I apprehend for reasons already discussed, is to eat up the fruits of the winding up at the cost of the large body of the creditors. The lessor Birds Jute and Exports Limited has applied for direction upon the official liquidator to disclaim the property as already indicated hereinabove. The said prayer of the lessor has been opposed by the official liquidator which is in bad taste to say the least. If the lessor can improve its financial health and can come out of the sickness that would be beneficial for the country and the workmen alike. There is no reason why any distinction should be made between the workers of the lessee and the workers of the lessor nor can the Court afford to be harsh to the workers of the lessor in order to be kind to the workers of the lessee. The Court acting as the parens patriae is concerned about the welfare of everyone. Court cannot discriminate between the workers of the lessee and the workers of the lessor. I cannot but observe that the UCO Bank, a nationalised bank, has acted in a most irresponsible manner by encouraging the applicants for revival in this case. The Court acting as the parens patriae is concerned about the welfare of everyone. Court cannot discriminate between the workers of the lessee and the workers of the lessor. I cannot but observe that the UCO Bank, a nationalised bank, has acted in a most irresponsible manner by encouraging the applicants for revival in this case. Being a nationalised bank it was expected to protect the interest of the nation rather than seeking to benefit the private individual. This is precisely what they did when they affirmed an affidavit supporting one of such applicants for revival for a sum of Rs.50 lacs. The loss to be incurred by the nationalised bank in the ultimate analysis falls on the nation. If the lessor a nationalised company is to be denuded of its worth represented by the land in question, the only one who shall be the loser is the nation. Therefore the interest of the nation should have been taken into consideration by them which they did not and I hope that the authorities of the UCO Bank shall take up the matter very seriously and proceed against the erring officials who filed this kind of an affidavit sacrificing the national interest. By reason of this affidavit even the UCO Bank has been obliged to continue to pay the guarding charges of the securities. From an affidavit affirmed by Shri S.N. Mukherjee on 10th July 2008 in CA No.291 of 2008, particularly, in sub-paragraph IV of para 3 of the said affidavit it appears that the Ministry of Textile, Government of India, has requested for transfer of 16.33 Acres of land at 200 Dakhindari Road, Kolkata to the Birds Jute and Exports Limited the lessor in this case . Affidavits have been filed both by the PF authorities, ESI Authorities opposing the so-called prayers for revival. An affidavit has been filed by Shri Dipak Kumar Chaudhury, Under-secretary to the Government of India, Ministry of Heavy Industries and Public Enterprises on 25th July 2008 in CA No.291 of 2008 stating, inter alia, that all the employees of the company in liquidation have been relieved and further stating that the proposals for revival of the company have to be viewed in the light of the opinion expressed by the BIFR and the AIFR. They are the expert bodies on the subject and they were of the opinion that there was no scope for any revival. I do not think that the submissions made by Shri Dipak Kumar Chaudhury are without justification. On the contrary the views expressed by the BIFR and the AIFR are of great value in the sense that they emanated from expert bodies on the subject. The company in liquidation was a government company. When the central government could not revive the company it would amount to day dreaming that the applicants in these three cases would succeed in doing what the Government of India could not do. I however propose to dispose of those applications by my orders to be passed separately for the reasons discussed herein. The application being CA No.283 of 2006 therefore succeeds. The prayers made therein have already been indicated above. There shall be an order in terms of prayers (a). The official liquidator however shall be entitled to retain possession of the properties so long as the plant and machinery lying thereat are not disposed of. The official liquidator is directed to get in touch with the firms and companies engaged in identical type of business as that of the company in luquidation so that the plant and machinery can be sold to the actual users thereof and not as scrap. In that event the plant and machinery is likely to fetch a handsome amount which will be enough to liquidate the dues of the company in liquidation substantially if not in full. Such sale can be made by private negotiation subject to confirmation of Court. The valuation in that regard has already been indicated herein. No further valuation thereof at this stage is necessary. The official liquidator shall be at liberty to appoint an agent for the purpose of procuring appropriate buyers at a commission to be settled by the Court. M/S. Engineeres and Valuers collaboration referred to hereinabove should also be contacted for this purpose. The applicant who is the lessor in this case is also expected to render adequate assistance to the official liquidator in finding an appropriate buyer so that the plant and machinery can be sold at an appropriate price for the benefit of all the creditors of the company in liquidation. This application is thus disposed of. There shall be no order as to costs.