The High Court
Case Details
IN THE HIGH COURT OF JHARKHAND AT RANCHI C.P. No. 3 of 2002 M/s. OTS Limited, a Public Limited Company incorporated under the Companies Act, 1956 and having its Head Office at 12 Stephen Court, 18A, Park Street, Kolkata – 700 071, outside the jurisdiction of this Hon’ble Court and also having its Branch office at Anandpuri, Cement godown, near Mukti dham, Harmu, Ranchi, within the jurisdiction of this Hon’ble Court; through its Director Sri R.P. Gupta, son of Late Gopiram Gupta, resident of 15A, 111 Southern Avenue, Kolkata – 29 … … Petitioner Versus Bharat Refractories Ltd. (A Govt. of India Under taking), Company incorporated under the Companies Act, 1956 and having its Registered Office at Indira Gandhi Marg, Sector – IV, Bokaro Steel City – 827 004, Bokaro, Jharkhand … Opp. Party … With C.P. No. 4 of 2002 B.I.F.R … … Petitioner Versus
Legal Reasoning
M/s. Bharat Refractories Limited & India Fire Bricks & Insulation Company Limited … Opp. Party … CORAM :HON'BLE MRS. JUSTICE ANUBHA RAWAT CHOUDHARY --- For the Petitioner For the Opp. Party
Legal Reasoning
--- : Mr. Vikas Pandey, Advocate : Ms. Diksha Dwivedi, Advocate : Mr. G.M. Mishra, Advocate : Mr. J.N. Upadhyay, Advocate --- 09/19.06.2024 C.P. No.3 of 2002 The learned counsels for the parties are present. 2. This petition has been filed on 09.04.2002 under section 433 (e), 434 and 439 of the Companies Act for the following relief: “a) Bharat Refractories Ltd. a Government of India undertaking, a company incorporated under the Companies Act, 1956, having its Registered office Indira Gandhi Marg, Sector IV, Bokaro Steel City-827 004, Bokaro (Jharkhand) be wound up under the provisions of the Companies Act, 1956; b) Official liquidator be appointed as the liquidator of the Company (Opposite party) to take possession of the Company (Opposite party) forthwith with all the powers under the provisions of the companies Act, 1956. c) Costs incidental to this application be directed to be paid to the petitioner out of the assets of the company (Opposite party). d) Such further order or orders be passed and/or direction or directions be given in the premises as shall be just and proper for doing conscionable justice to the petitioner.” 3. The matter remained pending before this Court and on 12.06.2024, following order was passed: “1. Learned counsel for the parties are present. 2. Mr. G. M. Mishra, the learned standing counsel appearing on behalf of the Steel Authority India Limited had submitted that the respondent-Company, namely, Bharat Refractories Ltd. has now merged with Steel Authority of India Limited by virtue of notification dated 28.07.2009. He submits that the present case has become infructuous for all practical practices. The learned counsel submits that he shall seek instruction and file appropriate interlocutory application bringing on record the aforesaid aspect of the matter. 3. The learned counsel for the petitioner submits that if that be so, these cases might have become infructuous but the right of the petitioner to realize its due may still survive and therefore the aforesaid notification dated 28.07.2009, liberty is required to be reserved for M/s O.T.S. Limited to enable it to realize its due in accordance with law and as may be permissible under law. in view of 4. Post these cases on 19.07.2024.” 4. Pursuant to the aforesaid order, a petition being I.A. No.5787 of 2024 has been filed on behalf of the Steel Authority of India Limited stating that the respondent company has now been dissolved and merged with Steel Authority of India Limited w.e.f. 01.04.2007 and Ministry of Corporate Affairs (MCA) has issued an order no.24/8/2008-CL-III, dated 28.07.2009 which had been filed in Registrar of Companies by SAIL. It has also been stated that the process of amalgamation of the respondent with SAIL has been completed and therefore the respondent company stands dissolved w.e.f. 01.04.2007. The proceeding dated 08.03.2010 has been brought on record through the interlocutory application. 5. The learned counsel for the Steel Authority of India Limited has submitted that since the respondent company has dissolved and merged with the Steel Authority of India Limited, the present case has become infructuous for all practical purposes. 2 6. At this, the learned counsel for the petitioner has submitted that the dues of the petitioner stands unpaid till date. 7. learned counsel for After hearing the the parties and considering the fact that the relief prayed for in this petition seeking winding up of the respondent, does not survive anymore on account of the amalgamation of respondent company with Steel Authority of India Limited , the relief as prayed for in this petition cannot be granted to the petitioner and for all practical purposes, the present petition has become infructuous so far as the prayer for winding up made in the present petition is concerned. 8. Further, this Court is not inclined to pass any order with respect to the monetary claim of the petitioner except to observe that the petitioner may avail his remedy in accordance with law and as may be permissible under law. All the contentions are left open to the respective parties. 9. 10.
Decision
This petition is accordingly disposed of as infructuous. I.A. No.5787 of 2024 stands disposed of. C.P. No.4 of 2002 11. This petition was instituted on the basis of order dated 24.05.2002 passed by the Board for Industrial and Financial Reconstruction Bench - II in Case No.525/92 & 537/92 wherein the concerned Bench confirmed its prima facie opinion that the sick industrial company, M/s Bharat Refractories Limited was not likely to make its net worth exceed the accumulated losses within a reasonable time while meeting all the financial obligations and that the company as a result thereof is not likely to become viable in future and that it is just an equitable that the company should be wound up under section 20 (1) of the Act. The opinion was forwarded to this Court and accordingly the present case was instituted. 12. Pursuant to order dated 12.06.2024, one interlocutory application being I.A. No.5786 of 2024 has been filed on behalf of the Steel Authority of India Limited stating that the respondent company has now been dissolved and merged with Steel Authority of India Limited w.e.f. 01.04.2007 and Ministry of Corporate Affairs (MCA) 3 has issued an order no.24/8/2008-CL-III, dated 28.07.2009 which had been filed in Registrar of Companies by SAIL. It has also been stated that the process of amalgamation of the respondent with SAIL has been completed and therefore the respondent company stands dissolved w.e.f. 01.04.2007. The proceeding dated 08.03.2010 has been brought on record through the interlocutory application. The learned counsel for the respondent Steel Authority of India Limited has submitted that the proceeding to wind up the respondent has become infructuous as the respondent has now been dissolved and merged with Steel Authority of India Limited. 13. Considering the aforesaid facts and circumstances, this Court is of the considered view that the C.P No.4 of 2002 has become infructuous for all practical purposes and accordingly the same is disposed of as such. 14. I.A. No. 5786 of 2024 stands disposed of. Saurav (Anubha Rawat Choudhary, J.) 4