COMP.APPL/63(KB)2024,

MA(COMPANIES ACT)/30(KB)2024

In

TP/182(KB)2024

An application under Section 433 (C) of the Companies Act, 1956 read with

Rule 11 of the NCLT Rules, 2016

In the matter of:

Bengal Immunity Company Limited (In Liquidation).

And

In the matter of:

Union of India, Department of Pharmaceuticals, Ministry of Chemicals &

Fertilizers.

… … … Applicant

Versus

The Official Liquidator, High Court, Calcutta being the Liquidator of the

Bengal Immunity Company Limited.

… .. … Respondent

Date of pronouncement: 7th January, 2025

CORAM:

SMT. BIDISHA BANERJEE, HON’BLE MEMBER (JUDICIAL)

SHRI D. ARVIND, HON’BLE MEMBER (TECHNICAL)

Appearance (via video conferencing/physically)

Mr. Subhabrata Chowdhury, Adv. ] For the BIL

Ms. Tripti Pandey, Adv. ]

Mr. Antu Das ] Ministry of Chemicals & Fertilizers

Mr. Biplab Dasgupta, DGM ] Marketing, HR & Legal, Bengal

] Chemicals & Pharmaceuticals Ltd.

COMP.APPL/63(KB)2024, MA(COMPANIES ACT)/30(KB)2024 In TP/182(KB)2024

O R D E R

Per: Bidisha Banerjee (Judicial)

1. This Court convened via hybrid mode of conferencing.

2. Heard the learned Counsel appearing on behalf of the Petitioner.

3. Contentions of the learned Counsel for the Petitioners are as under:

“1. Bengal Immunity Company Limited (the Company in liquidation)

(hereinafter referred to as BIL), is a public sector undertaking wholly owned by the Union Government. The company holds several properties situated in various regions of India, including West Bengal, which are summarized below:-

Sl. No. Location Area Status of Land (Acres)

1. Baranagar 14.20 Factory (Kolkata)

2. Belghoria (Kolkata) 2.70 Stable 3. 39, A.J.C. Bose 0.69 R & D Road (Kolkata) Laboratory

4. 153, Lenin Sarani 0.21 Registered (Kolkata) Office

5. Krishnanagar, 0.33 Leased to the Nadia, West Govt. of West Bengal Bengal

6. Dehradun, 35.79 Factory Uttaranchal

7. Sales Office, 1250 sq. Sales Depot Mumbai ft.

2. Vide the Bengal Immunity Company Limited (Acquisition and Transfer of Undertakings) Act, 1984, all rights, titles, and interests of the company have been transferred to the Central government, along with matters connected with and/or incidental thereto.

COMP.APPL/63(KB)2024, MA(COMPANIES ACT)/30(KB)2024 In TP/182(KB)2024

3. The Hon’ble High Court of Calcutta validated the company’s winding up in 2005, following the recommendation of the Board for Industrial and Financial Reconstruction (BIFR) in 2003. The Hon’ble High Court re-examined the matter on 02.08.2012 and upheld the order dated 06.07.2005, thereby confirming the liquidation of the Company.

4. Since 2005 as also in 2012 continuing till date, the possession of the movable and immovable assets of the company (BIL) has remained with the company itself.

5. After several years, the Official Liquidator preferred an application being CA/11 of 2021 before the Hon’ble High Court at Calcutta which had been taken up for consideration by the Bench of Hon’ble Justice Ravi Krishan Kapur. The Hon’ble Bench upon hearing the contending parties therein had been pleased to pass an order on 16.03.2023, which includes a directive for the Union of India, representing the Ministry of Chemicals & Fertilizers, Department of Pharmaceuticals, to revisit the matter in consultation with other stakeholders.

6. Finally the matter had been taken up for hearing and adjudication by the said Hon’ble Bench of the Hon’ble High Court, Calcutta on 16.08.2023 wherein the Hon’ble Court observed that the company had been directed to be wound up as far back as on 06.07.2005 but the Official Liquidator failed to take possession of the assets of the Company (In liquidation) and as such the Court found no reason to exercise in discretion in favour of retaining the proceeding of the aforesaid matter originally be BIFR No. 538 of 1992. As such the Hon’ble Court COMP.APPL/63(KB)2024, MA(COMPANIES ACT)/30(KB)2024 In TP/182(KB)2024 had been pleased to hold that "this court does not have any jurisdiction to entertain this matter". Hence the Hon’ble Court directed the DoP to treat BIFR No. 538 of 1992 as dis