( 1 ) THE appellants are contributories and shareholders of the Howrah Motor Company Ltd. (hereinafter referred to as the said company) and the appeal is from an order dated 15th March, 2002 passed by the Company Judge in a winding up proceeding being Company petition No. 240/98, holding that the settlement between the said company and the petitioning creditor Luxmi Tea Company, has been arrived at in the best interest of the company and no winding up order was made in view of that settlement.

( 2 ) MATERIAL facts of the case are that by two separate cheques the petitioning creditor, the second respondent in this appeal, lent and advanced on diverse dates in January, 1996, Rs. 16 lakh and also Rs. 1 crore to the company and the company was to pay on this intercorporate loan an interest @ 24% per annum and the loan was for a period of 6 months.

( 3 ) AS the company failed to pay the loan, a winding up petition was presented by the 2nd respondent, the petitioning creditor, in the month of August, 1998. On such petition, the winding up Court by an order passed on or about 2nd of september, 1998, admitted the petition and granted certain instalments as the com