The main legal point established in the judgment is that the opinion of BIFR could form the basis for directing the winding up of the Sick Industrial Company, but the High Court is not precluded from examining the correctness of such opinion and should follow the procedure for admission of the petition and due advertisement as per the Companies Act and the Companies (Court) Rules, 1959.

Tejinder Singh Dhindsa, J.

M/s. Punjab Tissues Limited i.e. the appellant-Company has preferred the instant appeal under Section 483 of the Companies Act, 1956 against the order dated 14.8.2015 passed by the learned Company Judge in Company Petition No. 11 of 2003 whereby the reference received from the Board of Industrial and Financial Re-construction (BIFR) recommending winding up of the appellant-Company has been accepted and the Company has been ordered to be wound up.

2. The appellant-Company was declared a Sick Industrial Company under Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (hereinafter to be referred as "SICA"). A rehabilitation proposal submitted by the Company was taken on record by the BIFR. Vide order dated 18.12.2002, BIFR after having held various meetings/hearings recommended for winding up the appellant-Company under Section 20(1) of SICA. Such recommendation dated 18.12.2002 was forwarded to this Court vide letter dated 7.1.2003, and upon which Company Petition No. 11 of 2003 came to be registered.

3. Vide impugned order, dated 14.8.2015, the appellant-Company has been ordered to be wound up. The Official Liquidator has been appointed to be Liquidator of the Company. Citation of winding up has been directed to be published in the Indian Express (English), Dainik Bhaskar (Hindi), both Chandigarh Editions, and in the Official Gazette of Chandigarh Administration, Union Territory, Chandigarh by the Official Liquidator. Winding up has been ordered based on the recommendations made by BIFR in its order dated 18.12.2002 and upon noticing that the Company Petition has been pending in this Court since long and with no positive result.

4. Learned counsel appearing for the Appellant-Company would submit that aggrieved of the order, dated 18.12.2002, passed by BIFR, the appellant-Company had preferred an appeal before the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and which appeal had been dismissed in default on 2.6.2003 and an application seeking restoration/revival of the said appeal was still pending consideration. It was further submitted that there were only three secured creditors of the appellant-Company i.e. State Bank of Patiala, Punjab State Industrial Development Corporation (PSIDC) and the Punjab Financial Corporation (PFC). Learned counsel has submitted that the Company had no other secured or unsecured creditors and during the pendency of the Company Petition, the appellant-Company had fully satisfied the claim of State Bank of Patiala by paying a sum of Rs. 142 lacs and upon which, a 'No Due Certificate' dated 23.11.2005 had been issued. It has also been stated that during the pendency of proceedings before the learned Company Judge, the appellant-Company had paid an amount of Rs. 214.52 lacs to other secured creditors i.e. PSIDC and PFC. Submission has also been raised that on 15.10.2009, PSIDC had informed the appellant-Company that an amount of Rs. 5,24,27,482/- had been worked out under a One-Time Settlement (OTS) out of which 15% i.e. Rs. 88.90 lacs already stood paid and an additional amount of Rs. 66 lacs had been deposited on 14.11.2009. Reference has also been made to an approval having been given by the Punjab State Cabinet to another liberal One time Settlement (OTS) Policy, 2015 for settlement of the dues of PSIDC, PFC and Punjab Agro Industries Corporation (PAIC) and its subsidiary Corporations. In a nut-shell, it has been argued that all the afore-noticed facts had been brought to the notice of the learned Company Judge and yet the impugned order of winding up dated 14.8.2015 has been passed.

5. The issue that arises for consideration is as to whether this Court, while exercising its jurisdiction for winding up a Company under Section 433 of the Companies Act, would confine its consideration only to the recommendations of the BIFR and thereby by-pass the procedure with regard to admission of a petition and advertisemen