The court emphasized the right of a member of the company to apply for revival, even if not a validly appointed director, and upheld the validity of the transfer of shares for the purpose of revival.

R.V. Easwar, J.

Co.Appl.1298/2013

Allowed subject to all just exceptions.

Co.Appl.1297/2013

This is an application filed by SBL Shramik Samittee, hereinafter referred to as “workmen” under Rule 9 of the Companies (Court) Rules, 1959 for recall of the order passed by this court on 3.7.2013 in C.A. No. (M) 83/2013 and to dismiss the said application which was filed by one P.C. Sen (ex-management). The present applicant is a federation of all trade unions engaged in union activities in SBL Industries Ltd. (“SBL”), the respondent in the main Co.Petn.No. 321/2001, which is sought to be revived.

2. Before I proceed to discuss the protracted controversy and the rival contentions in some detail with the relevant facts and figures, let me give a bird’s-eye view of the same. Gati Cargo Management Services (“Gati”) filed a creditor’s winding-up petition under sections 433(e)/434(1)(a)/439 of the Companies Act, 1956 (“the Act”) in the year 2001 seeking winding up of SBL. The petition was admitted by this court and the official liquidator (“OL”) attached to this court was appointed as provisional liquidator. In the year 2006 the provisional liquidator was appointed the OL and a final winding-up order was passed. In the year 2007, Gati was paid off and it exited from the scene. Sometime in the year 2008, one P.C. Sen entered the scene with proposals for reviving SBL; he claimed himself to be the ex-director/largest shareholder in SBL, having bought those shares from SRF Ltd., a company which held a majority of shares in SBL; he also expressed his willingness to infuse funds into SBL and revive it, both through himself and through another company by name Gitanjali Infratech Ltd., which was stated to be his strategic partner. Monies were due by SBL to the State Bank of India (SBI), amongst other creditors. P.C. Sen brought in funds to pay off a sum of approximately Rs. 13 crores; the workmen who initially claimed that they would pay off SBI and present a scheme of revival, could not make the payment. Their claim for reviving the company under liquidation (SBL) was finally rejected by this court in orders passed earlier this year (Jan., 2013). This court thereafter directed Sen to file the scheme after taking into account the report of the committee, appointed by this court earlier by order dated 21.1.2009, for scrutinising the claims of the workmen and the claim made by SBI that one loan account remained to be cleared. Finally, P.C. Sen filed Co.Appln. (M) 83/2013 – the first motion joint application – under sections 391-394 of the Act, for implementation of the scheme of arrangement and compromise proposed between SBL (in liquidation) and its creditors. This application was allowed by this Court by order dated 3.7.2013, over-ruling the objections raised on behalf of the workmen that P.C. Sen was not in fact and truth a shareholder of SBL, that the shares were never transferred to him, that the scheme of revival was a make-believe transaction put through by vested interests to exploit the commercial potential of the real estate owned by SBL and that the scheme as propounded by Sen was not in the interests of the workmen but would work to their prejudice. Meetings of the creditors, shareholders etc. were directed to be held on 17th August, 2013. This court also held that at the stage of first motion the workmen have no right conferred upon them to be heard and the proper forum to voice their concerns, if any, was the meeting of the secured creditors directed to be held on 17.8.2013 or at the second motion stage.

3. The present application has been filed by the workmen seeking (i) recall of the aforesaid order passed by this Court and (ii) dismissal of the application filed by P.C. Sen for revival of SBL.

4. The contentions raised by Mr. Sinha, learned counsel for the workmen, can be divided into the following main parts:

(a) An application is pending before the BIFR and by virtue of section 22 of the Sick Industrial Companies (Special