Judgment :- Ashim Kumar Banerjee, J. FACTS: The facts involved in the appeal would appear from the judgment and order of the Division Bench in A.P.O. No. 204 of 2011 dated August 14, 2012. The relevant paragraphs are quoted below: “On March 11, 1985 Rishra Steel Limited (hereinafter referred to as the company in liquidation) was incorporated. Allahabad Bank was secured creditor having charge over the current assets. Due to serious labour problem the factory unit was closed down on August 16, 1987. ARC Holding Limited (hereinafter referred to as ARC) was subsequently incorporated in June 19, 1988 to purchase ninety nine per cent shareholding in Rishra Steel Limited and the ARC became holding company of the Rishra Steel in June 1989. A creditor filed a winding up petition claiming rupees one lac ninety one thousand two hundred fifty two on June 4, 1990. The learned company Judge passed an order of winding up. Thus the assets came in possession of the official liquidator by virtue of the order of winding up. The Allahabad Bank also filed a suit for recovery of the outstanding dues. ARC filed an application for stay of the winding up proceeding by framing a scheme for revival. The workers in the meantime also entered into negotiation with one G.S Sureka for revival of the company G.S Sureka subsequently brought Sylvan Commercial Private Limited (hereinafter referred to as Sylvan) as his nominee. Allahabad Bank got a decree for Rs. 3.5 crores on April 9, 1987. Subsequently ARC entered into an agreement with Allahabad Bank to pay off their dues in phases. Allahabad Bank supported the scheme framed by ARC. On May 2, 1997 Sureka got possession of the factory on a scheme of revival propounded by him despite objection being raised by Allahabad Bank. ARC as well as Allahabad Bank filed independent appeals. The Division Bench set aside the order appointing Sureka to revive the unit. Sylvan filed a Special Leave Petition that was unsuccessful. Official Liquidator again took possession. The Apex Court dismissed the Special Leave Petition filed by Sylvan on December 5, 1997. The Official Liquidator thereafter proceeded to sell the assets upon a valuation being made. Advertisements were published. This Court decided to sell it as a going concern. ARC again filed application for stay of winding up. The learned Judge dismissed the same on December 21, 1999. The Official Liquidator thereafter proceeded to sell the assets upon a valuation being made. Advertisements were published. This Court decided to sell it as a going concern. ARC again filed application for stay of winding up. The learned Judge dismissed the same on December 21, 1999. In an appeal by the Allahabad Bank, the Supreme Court ultimately permitted the sale to be conducted as a going concern. ARC again tried to revive the company by entering into an understanding with Allahabad Bank to pay off their dues by phases. ARC subsequently came to know that Allahabad Bank assigned its debts to Calcutta Securities Private Limited who in turn assigned the same to Deccan Traders Private Limited on the same day i.e., June 25, 2008. ARC immediately filed a suit as against Allahabad Bank challenging the assignment. Such suit is pending and awaiting its disposal. There had been litigations with regard to beneficial winding up. Ultimately the property was sold on ‘as is where is’ basis at Rupees twenty six crores to M/s. Gourinandan Private Limited, who deposited Rs.6.5 crores as earnest money and failed to deposit the balance sum. Gourinandan asked for a clarification before the learned Judge coupled with a prayer for extension of time to pay off the balance. According to Gourinandan, the land on which the factory would situate, was covered under a proceeding initiated under the Estate Acquisition Act. The Official Liquidator and/or the State should clarify that the property belonged to the company in liquidation free from encumbrance. His Lordship directed notice to be given to the State to appear before him and ultimately dismissed the application of Gourinandan by observing that the order of sale would require no further clarification. Pertaining to note, the query of the similar nature was earlier made by few intending bidders before His Lordship when His Lordship made it clear that the property was being sold “as is where is” basis”. From the facts it would appear, Official Liquidator already sold the assets of the company (in liquidation) to M/s. Gourinandan Real Estate Pvt. Ltd. at and for a sum of Rs.26 crores. Gourinandan could deposit Rs.6.5 crores and failed to deposit the balance sum. Learned Single Judge did not extend the time. There were altogether five appeals. From the facts it would appear, Official Liquidator already sold the assets of the company (in liquidation) to M/s. Gourinandan Real Estate Pvt. Ltd. at and for a sum of Rs.26 crores. Gourinandan could deposit Rs.6.5 crores and failed to deposit the balance sum. Learned Single Judge did not extend the time. There were altogether five appeals. Two appeals arose out of an order dated April 20, 2011, filed by ARC against the order of the learned Single Judge directing sale of the assets at the instance of Sylvan as well as Deccan. Other two appeals would relate to the order dated July 15, 2011 passed by the learned Single Judge, confirming the sale in favour of Gourinandan. The fifth appeal was filed by Gourinandan against the order of refusal to extend the time to make balance payment. Pertinent to note, the leaned Judge directed forfeiture of the amount as Gourinandan failed to pay the balance sum. We heard all the five appeals analogously. We affirmed the sale in favour of Gourinandan however, in view of failure on the part of Gourinandan to pay the balance sum, we affirmed the order of forfeiture. We dismissed all the appeals. Being aggrieved, Gourinandan filed Special Leave Petition before the Apex Court that is pending. Deccan also filed Special Leave Petition. We are not aware of the grievance of Deccan. The Special Leave Petition was subsequently dismissed, as we understand from the argument advanced by the parties. While dismissing all the appeals we also took note of the pending application of ARC for sanction of the scheme. We observed as follows: “As of date, the attempt of ARC to revive the company failed at all stages. We were told, after the order dated April 20, 2011 ARC filed another scheme in June, 2011, that was, awaiting disposal before the learned Company Judge”. At the end we observed, “in those two appeals being APO 204 and APO 205; both against the order dated April 20, 2011 and his subsequently appeals being APO No. 249 and APO No. 250; both against the order of confirmation of the sale dated July 15, 2011 would deserve only order that the sale would not preclude the learned Judge to hear his scheme application whatever its worth may be as on date”. ARC was satisfied with our verdict. ARC was satisfied with our verdict. They approached the learned Single Judge again with a request for early hearing of their application. Learned Judge heard the application at length. His Lordship proceeded on the basis, the property was free from the scope of sale in favour of Gourinandan in view of forfeiture. Learned Judge allowed the application for scheme with the rider, the forfeited sum should go to the Central Government. ARC would deposit Rs.7 crores with the Official Liquidator out of which Deccan would be at liberty to withdraw Rs.6 crores in full and final settlement of its claim as against the decree that the Allahabad Bank had assigned in their favour. The learned Single Judge earlier published advertisement in Newspapers, inviting claim on behalf of the workers as well as creditors. No one, except Deccan, pressed any claim. In such event, His Lordship passed the order as contended by ARC. Being aggrieved, Deccan filed the instant appeal being A.P.O. No. 190 of 2013. Gourinandan also filed appeal being A.P.O. No. 196 of 2013. Deccan is aggrieved, learned Judge should not have directed hand over of assets to ARC without making provision for payment of the decretal dues that would be much more than Rs.11 crores as on that date. Gourinandan feels aggrieved, handing over possession in favour of ARC would virtually affect the fate of the Special Leave Petition filed by them against the order of forfeiture. Moreover, direction for transfer of money to the Central Government would also prejudice them. ARC filed a cross-objection. According to them, the direction for transfer of money to the Central Government would be contrary to the provisions of law as the money would belong to the company (in liquidation) that would come ultimately in their control once the order of winding up would remain stayed. We heard A.P.O. No. 190 of 2013 as well as cross-objection on the above mentioned dates. We reserved our judgment. We intended to hear the appeal of Gourinandan as well. On July 19, 2013 we heard the appeal of Gourinandan. The appellant contended, “since his application for Special Leave is awaiting disposal, any order passed in the other appeal or the cross-objection must not prejudice his Special Leave Petition making the same infructuous”. We took note of such submission and disposed of the appeal accordingly. On July 19, 2013 we heard the appeal of Gourinandan. The appellant contended, “since his application for Special Leave is awaiting disposal, any order passed in the other appeal or the cross-objection must not prejudice his Special Leave Petition making the same infructuous”. We took note of such submission and disposed of the appeal accordingly. We now proceed to deal with the present appeal being A.P.O. No. 190 of 2013 and the cross-objection filed by ARC. CONTENTIONS : Mr. Jaydip Kar: Mr. Jaydip Kar, learned counsel appearing for the appellant-Deccan contended, the learned Judge, while sanctioning the scheme, did not assign any reason. In any event, the application for sanction of scheme did not amount to revival of the company. It would tantamount to transfer of the assets to one ARCL Organics Ltd. That had no nexus with the present company. Mr. Kar would draw our attention to the impugned judgment and order appearing at pages 730- 740 of the paper book. Taking us to the said judgment and order impugned, Mr. Kar would comment, the learned Judge took note of the sequence of events including the one that the Allahabad Bank had obtained the decree for Rs.3,47,94,232.85 together with interest at the rate of 16.5% per annum till December 16, 1990 and thereafter at the rate of 12% per annum until realization. The decree was passed in July 15, 1996. Mr. Kar would suggest, presently amount would exceed Rs.11 crores. According to Mr. Kar, the learned Judge, although took note of the facts involved herein, did not assign any reason as to how the so-called scheme of arrangement and/or revival would inure to the benefit of the company (in liquidation). He would take us to the scheme that would suggest handing over of the only tangible asset being the immovable property to M/s. ARCL Organics Ltd. who would set up a plant in its own name. How it would inure to the benefit of the company, was not spelt out. The learned Judge also observed, “there were no workers’ claim or claim by any other creditor and the Official Liquidator confirmed such position”. Mr. Kar would take us to the earlier order of the Apex Court that took note of the workers’ claim. Mr. Kar cited Apex Court decision in the case of Meghal Home (P) Ltd. Vs. Shree Niwas Girni K.K. Samiti and Ors. Mr. Kar would take us to the earlier order of the Apex Court that took note of the workers’ claim. Mr. Kar cited Apex Court decision in the case of Meghal Home (P) Ltd. Vs. Shree Niwas Girni K.K. Samiti and Ors. reported in 2007 Volume-VII Supreme Court Cases page-753. The learned Judge asked ARC to deposit Rs.7 crores coupled with liberty to Deccan to withdraw Rs.6 crores in full and final settlement. Mr. Kar would pray for setting aside of the order of the learned Single Judge coupled with a direction for fresh sale. Mr. Ratnanko Banerjee: Per contra, Mr. Banerjee appearing for ARC would rely upon the earlier decision of the Division Bench referred to above. According to him, the Division Bench sealed the fate of Deccan by the judgment and order that stood finality. The learned Judge, before sanctioning the scheme of revival, published two advertisements, inviting claim from the workers as well as creditors. None came to oppose the scheme except Deccan whose interest was taken care of. He placed the scheme in detail and would suggest, ARCL Organics Ltd. being a group company of ARC, wanted to set up the plant. According to Mr. Banerjee, as of date there was no other creditor except Deccan. ARC admittedly would own 99% shareholding in the company (in liquidation). Hence, it was entitled to stay of the order of winding up, irrespective of the scheme being sanctioned. In any event, the learned Judge protected Deccan by directing deposit of Rs.7 crores that they agreed to deposit. He would distinguish the decision of the Apex Court cited by Mr. Kar in the case of Meghal Home (supra) by observing, facts would completely defer. In the case of Meghal Home (supra), no viability report was placed. There had been substantial opposition to the proposed scheme of compromise. The facts of this case would completely bar, application of the ratio decided in the said case. In course of hearing, we made a passing reference to the Bombay High Court decision in the case of Bedrock Ltd. reported in Volume-101 Company Cases page-344. Mr. Banerjee distinguished the said decision by observing, in the case of Bedrock Ltd. (supra) the Court found a decree subsisting. Moreover, the company purposely adjourned the meeting of the creditors for years together for window dressing the company’s accounts. Mr. Banerjee distinguished the said decision by observing, in the case of Bedrock Ltd. (supra) the Court found a decree subsisting. Moreover, the company purposely adjourned the meeting of the creditors for years together for window dressing the company’s accounts. The Court also found, fictitious creditors were set up to have the scheme sanctioned. In such event, the Bombay High Court observed, the Court should not be a mere onlooker. The facts involved in the present case would squarely defer with the facts involved in Bedrock Ltd. (supra). REPLY : Mr. Kar, while replying to the contentions of Mr. Banerjee, contended, learned Judge drastically reduced the decretal amount that would be without any competence. He reiterated, the scheme so sanctioned, was not a scheme for revival. He referred to the Apex Court order passed earlier that took note of the workers’ claim that the learned Judge ignored. OUR VIEW : We have considered the rival contentions. Any order that the Court would pass, must be on application of judicious mind. If the parties settled their dispute outside Court and come to Court and say, they would not proceed with their lis, the Court may not apply its mind and simply permit the litigant to withdraw the lis. Once the Court would be asked to decide a case the Court must apply its mind. The Court cannot act as a Rubber Stamp, irrespective of any agreement between the parties on any issue. Even if both parties would agree to certain terms, the Court would not be powerless to examine the terms to find out the veracity or legality of the same. The only exception was, where the parties would settle their discord outside and would simply withdraw themselves from the litigation. Coming back to the present scenario the learned Judge recorded the sequence of events. Learned Judge twice invited claims of the parties. The Learned Judge also took note of the fact that the company (in liquidation) suffered a decree in 1996 to the extent, as referred to above. It is true, at one point of time ARC and Allahabad Bank agreed to have a lesser amount being paid by ARC in full and final settlement. The Bank agreed to such suggestion however, ARC could not pay within the stipulated period making the proposal futile. Bank subsequently assigned the decree in favaour of Deccan. It is true, at one point of time ARC and Allahabad Bank agreed to have a lesser amount being paid by ARC in full and final settlement. The Bank agreed to such suggestion however, ARC could not pay within the stipulated period making the proposal futile. Bank subsequently assigned the decree in favaour of Deccan. ARC filed a suit challenging the assignment that is still awaiting decision from the Civil Court, hence, the learned Judge should not have reduced the decretal sum unless parties agreed to such suggestion. Direction for handing over possession by directing the interest of Deccan to the extent of Rs.6 crores only would definitely be contrary to the decree passed by competent Civil Court. The property was charged to the Bank. Such charge got assigned in favour of Deccan, simultaneously, on the decree being assigned. Hence, unless and until such charge was extinguished and/or satisfied, the property could not be handed over to anyone including ARC. In course of hearing, we asked Mr. Kar whether they would be happy if a sum of Rs.11 crores is paid in full and final settlement. He took instruction and informed the Court, Deccan would be happy with the same. Mr. Banerjee however would not agree to such proposal. The revival of a company (in liquidation) could be done in two ways – i) by convening meeting of the creditors proposing a scheme of compromise under Section 391 of the Companies Act, 1956; ii) asking for stay of the winding up under Section 466 thereof. In the present case, both the courses were availed. If we take the scheme as a scheme of revival, such scheme must be for the benefit of the shareholders, creditors and the company at large. In the instant case, two advertisements were published, no one came to oppose the scheme. Hence, the learned Judge directed handing over of possession. We might not have joined issue if the possession was handed over to ARC Holding. From the scheme it would appear, it would go to a third party claiming to be a group company. We are not aware of the nexus between the ARC Holding and ARCL Organics Ltd. We do not wish to make any comment thereon. Even if it was a group company, the proposal for setting up a plant by ARCL would by itself not revive the company (in liquidation). We are not aware of the nexus between the ARC Holding and ARCL Organics Ltd. We do not wish to make any comment thereon. Even if it was a group company, the proposal for setting up a plant by ARCL would by itself not revive the company (in liquidation). In other way round, it was absolutely a free transfer in favour of the transferee, subject however, the transferee would have to deposit Rs.7 crores only out of which Rs.6 crores would go to ARC Holding. ARC Holding did not agree to such proposal. Tomorrow if ARC succeeds in the suit, the assignment would stand set aside and the decree of Allahabad Bank would stand revived that would not absolve the liability of ARC or the company (in liquidation) under the decree that would be much more than Rs.7 crores. If ARC fails in the suit, the assignment would subsist. Hence, in either of the cases the decree would stand as it is today that would foist the liability of the company to the extent, much more the deposit contemplated under the judgment and order impugned. Even if we accept, there was no creditor belonging to the company (in liquidation) the decree would remain subsisting that would have a claim much more than Rs.6 crores. Appeal would thus succeed in part. The judgment and order of the learned Single Judge impugned herein would stand modifed to the extent, ARC would have to deposit a sum of Rs.12 crores instead of Rs.7 crores out of which Deccan would be at liberty to withdraw Rs.11 crores in full and final settlement of its claim as against the company (in liquidation). We direct, the time to deposit by ARC be extended for a period of two month from date. It is made clear, upon such deposit being made, the Official Liquidator would hand over possession of the assets to ARC Holding, being the appellant aovenamed. Mr. Kar assured this Court, in case they would get a sum of Rs.11 crores, they would accept it in full and final settlement of its claim and they would correspondingly give valid discharge to the company (in liquidation) as well as ARC and withdraw pending litigation as of date. Mr. Kar assured this Court, in case they would get a sum of Rs.11 crores, they would accept it in full and final settlement of its claim and they would correspondingly give valid discharge to the company (in liquidation) as well as ARC and withdraw pending litigation as of date. We also make it clear that the decision of the appeal allowing the appeal in part by modifying the judgment and order impugned would be subject to the result of the Special Leave Petition filed by Gourinandan now awaiting disposal before the Apex Court. In case ARC would deposit Rs.12 crores before the disposal of the Special Leave Petition, the Official Liquidator would be at liberty to hand over possession of the land in question to ARC subject however, ARC would not be entitled to deal with the land in question in any manner whatsoever, including creation of any third party right, until the Special Leave Petition is disposed of by the Apex Court. ARC filed the cross-objection as against the direction for transfer of a sum of Rs.6 crores to the Central Government. We do not wish to deal with such issue as the issue would have correlation with the pending Special Leave Petition. We grant liberty to ARC to take appropriate direction from the Apex Court in this regard that would take care of the cross-objection filed by ARC. Appeal and the cross-objection are disposed of accordingly without any order as to costs. Dr. Mrinal Kanti Chaudhuri, J: I agree.