JUDGMENT

A.P. Misra, J. - Heard learned counsel for the parties. Petitioners Nos 1 and 2 are the registered trade unions and petition Nos 3 to 224 are the workers of the respondent company. The present petition has been moved by the workers of M/s Laxmi Industrial and Trading Company Private Ltd for its winding-up. The petitioners are workers of the said factory. According to the petitioners, the nominal capital of the company is Rs. 25,00,000 divided into 25,000 equity shares of Rs. 100 each. The amount of capital paid-up or credited as paid is Rs. 19,04,800. The petitioners have claimed that their salary amounting to Rs. 4,32,471.15 and Rs. 2,24,438 as per Annexures I and II of the notice dated 23.3.83 for the period of October, 1981 to February, 1983 are due and have not been paid. They have also claimed the payment of bonus for the year 1980-81 and 1981-82 amounting to Rs. 1,74,403.60 as per Annexure III of the notice. The said workers gave notice to .the company on 23.3.1983 under section 433 of the Companies Act demanding the said dues. It is said that in spite of the said notice, the company failed to pay the dues, and they have filed the present petition for winding up. It has also been averred that the company has closed down its business since June, 1980 excepting for a short period during the period of two years when the business was carried on. The Punjab National Bank has filed a suit for realisation of more than Rs. 58,00,000 and the said suit is pending in the Court of Civil Judge, Bijnor. Similarly, the company is also indebted to the Benaras State Bank, Nazibabad for about Rs. 5,00,000 and there are various Government dues amounting to Rs. 6,00,000. It has been further stated that the assets of the company are abandoned and none of the directors are taking care of the said assets and for their protection and preservation, and as such the assets of the company are in the danger of being wasted or otherwise misappropriated by unsocial elements. The present petition has been moved that since the company is unable to pay its dues, and in spite of the statutory notice, it did not pay the same, it should be wound-up.

2. In fact, in the proceeding, the Punjab National Bank has been impleaded as one of the respondents by means of the order passed by this Court, and is represented by Sri K L Grover.

3. In the counter affidavit filed,'the various claims made by the petitioners have been denied. It has been stated that the present management has been taken over on 29.1.82 as they held 82 % shares of the company. There was a lock out in the company from September, 1981 to January, 1982 due to the illegal strike as well as the threat given by the workmen of the company to the then management. However, due to the intervention of the new board of directors, the lock out of the company resumed their duties on 1.4.1982 and they were paid salary by the company upto December, 1982. The respondents have denied any claim of the workers prior to this period as there was no question of any arrears of salary due to the workers for the month of October, 1981 to February, 1982 as there was a lockout in the company; and no salary was payable to the petitioners by the company. After the worker resumed the duties, there was again a dispute between the management and the workers; and it is alleged that the agreement was arrived at between the parties on 16.8.82 wherein the workers agreed to run the company from 16.8.82. It has further been stated in the counter-affidavit that it was agreed between the parties that the period during which the workers had restrained themselves from working in the company, would not be entitled for their salary and the said period would be treated as leave without pay. It is on account of continuous illegal strike that the management, thereafter, was unable to run the company and was compelled to declare the lock out with effect from 1.1.1983; and since then, there is a total lock out in the company. Thus, in