( 1 ) COMPANY Petition No. 66 of 1988 was filed on 12th April 1988 for winding-up Shri Ambica Mills Ltd. This was one of several petitions filed for this purpose. During the pendency of that petition, Reference under Sick Industrial Companies (Special Provisions) Act 1985 was filed before the Board of Industrial and Financial Reconstruction (BIFR ). The Board forwarded its opinion to this court under Section 20 of the said Act to the effect that it was just and equitable that the company be wound up. The opinion from the said Board was registered as Company Petition No. 121 of 1995 and winding-up order came to be passed on 17. 1. 1997 on Company Petition No. 66 of 1988 with Petition No. 121 of 1995 and others. Under that order (Coram: Pandit, J.), the Official Liquidator attached to this High Court was appointed as the Liquidator for that company and the Liquidator was directed to take charge of the company together with all its assets, records, books, machineries, spare parts, stores, manufactured goods, land and buildings and all other properties after taking an inventory in that behalf. The order stated that he will have all the powers prescribed under Sections 456 and 457 of the Companies Act, 1956 and would also be at liberty to seek permission from this court whenever he felt it necessary.

( 2 ) SHRI Ambica Mills Ltd. is having its properties situated mainly at four different places: (I) Unit No. 1 situated in the Khokra area of Ahmedabad. (II) Unit No. 2 which is situated near Railway Lines at Ahmedabad. (III) A textile mill at Baroda. (IV) M/s. Ambica Tubes Division at Vatva.

( 3 ) IN the present Application we are concerned with Unit No. 2 which is situated near Railway Lines at Ahmedabad. The present Application is an application under Section 446 of the Companies Act which seeks leave through prayer (B) to continue to proceed with Civil Suit No. 4780 of 1995 filed by the applicant against the company in winding-up on 14. 9. 1995 in the City Civil Court at Ahmedabad. Alternatively, it is prayed in the later part of the said prayer clause (B) that the said suit may be transferred to this court for proceeding further. For that purpose it is prayed in prayer clause (A) that the Applicant may be permitted to join Official Liquidator as a party in that suit.

( 4 ) AN affidavit of one Shri P. K. Jain who is described as the Authorised Representative of the applicant company affirmed on 9. 7. 1997 is filed in support of this Application. Para 1 of the affidavit states that the said suit is filed for recovery of a sum of Rs. 23,99,81,507 against Shri Ambica Mills Ltd. (now in liquidation ). Para 2 of the affidavit states that a Memorandum of Understanding had been executed on 2. 11. 1989 and thereafter a supplementary agreement on 6. 12. 1989 between the Applicant company (which was then known as Y. S. Syntext Projects Ltd.) and Shri Ambica Mills Ltd. (now in liquidation) which provided for purchase of Unit No. 2 of Shri Ambica Mills Ltd. by the Applicant for a sum of about Rs. 6. 2 crores. It is further stated that the Applicant was handed over possession of the said unit on 9. 12. 1989. In para 3 of the affidavit it is stated that although some four years passed after signing of the aforesaid agreement, Shri Ambica Mills Ltd. was not in a position to transfer any right, title or interest in the said unit No. 2 to the Applicant. Later on, the Applicant came to know that Shri Ambica Mills Ltd. had given a unilateral undertaking on 27. 5. 1997 (the correct date is 27. 5. 1987) to the Hon. ble Supreme Court in a dispute pertaining to the dues of ONGC that it would not alienate any of its immovable assets with effect from 15. 4. 1997 (the correct date is 15. 4. 1987) except with the leave of that Court. It is stated therefore that the Applicant company rescinded the Memorandum of Understanding and the supplementary agreement dated 2. 11. 1989 and 6. 12. 1989 respectively on 24. 1. 1995 and requested Shri Ambica