JUDGMENT :

Pushpendra Singh Bhati, J.

1. This Court is seized with two company petitions, bearing No. 7/2000, which has been preferred by the Specified Undertaking of the Unit Trust of India (UTI/Corporation) and another company petition bearing No. 9/2014 preferred by the workman.

1.1 The company petition bearing 7/2000 was preferred with an averment that the Company, named, M/s. Derby Textiles Limited (respondent-Company herein) was incorporated on 22.05.1980 as a Public Limited Company, limited by shares.

1.1.1. The UTI was requested by the respondent-Company, vide letter dated 21.08.1995 for sanction of Unsecured Transferable Notes (UTN) of Rs.1.00 crore to meet some capital expenditure, which was agreed upon by the UTI, and thus, they proceeded with the transaction in the year 1996.

1.1.2. The UTI was also requested by the respondent-Company vide letter dated 20.12.1995 to subscribe for Secured Redeemable Non-convertible Debentures (for short, 'SRNCD') of the face value of Rs.4.00 crores, which was also agreed upon. The respondent-Company also executed a Memorandum of Hypothecation and the Trustee Agreement on 12.09.1996 in favour of the Debenture Trustee IDBI.

1.1.3. The UTI disbursed the amount of Rs.4.00 crores to the respondent-Company and the Company issued SRNCD of the face value of Rs.4.00 crores in favour of the UTI.

1.1.4. The respondent-Company however, started deviating from the payments. The UTI thus, gave a recall notice on 04.01.2000, specifying the demand for payment of the outstanding debt alongwith interest. Since the respondent-Company was unable to pay the requisite amount, therefore, the company petition No. 7/2000 was preferred under Sections 433 , 434 and 439 of the COMPANIES ACT , 1956, seeking winding of the company. The prayer included appointment of an Official Liquidator regarding all the assets and properties of the respondent-Company.

1.1.5. This Court takes note of the following factual aspects.

1.1.6. The company petition seeking winding up of the respondent-Company was filed on 18.12.2000 and notices were issued by this Hon'ble Court on 01.03.2000 to the respondent-Company; the said company petition was admitted by this Hon'ble Court on 23.03.2001; on 08.09.2003, this Hon'ble Court directed that the respondent-Company shall not alienate any of its properties; on 27.11.2014, company petition No. 9/2014 and company application No. 2/2015 were filed, which were ordered to be connected with company petition No. 7/2000, vide order dated 09.01.2015; on 23.01.2015 notices were issued in company petition No. 9/2014.

The adjudication took a long time because the Company avoided service of notice. Thereafter, a detailed order was passed by this Hon'ble Court on 10.01.2018.

1.1.7. During adjudication, the Official Liquidator attached to this Court tried to make inventory of the assets of the respondent-Company, but the Directors of the company did not cooperate, and therefore, the Official Liquidator moved this Court to break open the locks; accordingly, vide order dated 02.05.2003, this Court directed that if the Directors refuse to supply the keys on the request being made, the Official Liquidator will be at liberty to break open the locks for making inventory and he can make arrangements for security at the cost of the company. On 28.07.2003, it was submitted on behalf of the company that they will provide all assistance to the Official Liquidator in making the inventory and would give an undertaking that they will not alienate any of the assets. Accordingly, the Court adjourned the matter to 25.08.2003 with further directions that on that date, the arguments will be heard for possibility of appointment of the Official Liquidator ; a report was filed by the Official Liquidator with regard to inventory of the respondent-Company on 25.08.2003.

1.1.8. Thereafter, the respondent-Company filed preliminary objections to the inventory report filed by the Official Liquidator . On 25.11.2003, the matter w