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2020 (1) TMI 280 - HC - Companies LawWinding up petition - compensation paid by the National Highways Authority of India (NHAI) towards acquisition of the lands of the Company - whether the workers' union of the Company could maintain an application under Section 529A of the erstwhile Companies Act, 1956? HELD THAT:- This Court directs as follows:- I) That the Court continues to be in the position of custodia legis of the Company/BJF. II) That ipso facto there is no permanent stay of winding up. III) That as the custodia legis, this Court appoints a three member Committee of Management (for CoM). IV) The CoM will be constituted of the following members: 1) Mr. Mukul Lahiri, Learned Senior Advocate; 2) Mr. Snehatosh Mazumder, Learned Counsel; and 3) Mr. Sondwip Mukherjee, Learned Counsel (and erstwhile Joint Special Officer). V) The CoM will be entitled to appoint an Auditor of quality to carry out a complete audit, including a forensic audit, of the Company. VI) The CoM shall be also entitled to consult professionals of standing/experts on an advisory basis for arriving at a just conclusion with regard to the professional and financial health of the Company. VII) All creditors, workers etc. claiming their dues from the Company shall submit their respective claims with the CoM. The CoM shall quantify and prioritise the respective claims and submit a schedule of payments in consultation with the Auditors and experts appointed by the CoM. VIII) The cut-off period for filing claims with the CoM shall be the period when the Company was referred to BIFR for a rehabilitation scheme. IX) The initial remuneration of the members of the CoM shall be ₹ 1.5 lacs (Rupees One Lakh Fifty Thousand only) each. The CoM shall be entitled to secretarial and other expenses of ₹ 50,000/- (Rupees Fifty Thousand only) at the initial stage. X) Out of the total sum of money presently lying in the custody of the Learned Registrar (Original Side), High Court at Calcutta, a sum of ₹ 25 lacs (Rupees Twenty Five Lacs only) be initially placed at the disposal of the CoM, which shall keep the said money in a separate account in a Nationalised Bank, to be operated on the basis of joint signatures of two members of the CoM. XI) The expenses of the Auditor and the advisory opinion of the experts shall initially be met by the CoM from out of the balance of ₹ 25 lacs after deducting the sum of 5 lacs towards their individual remuneration and secretarial costs. XII) All parties present before this Court and otherwise claiming to be associated with the Company, subject to the satisfaction of the CoM, as well as all officers at the Government/Administrative level shall render assistance to the CoM, as and when called for. XIII) The CoM shall be entitled to place its recommendations before the Court. The CoM shall keep in mind that the template of Company Law Jurisdiction has been transformed over the years, making it necessary for this Court to observe that the present litigation associated with CP 2/1987 alongwith its connected CAs is almost antique, thus requiring any surviving rights of parties to be tested under current laws. Reference answered.
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