Sudhir Agarwal, J. - (1.) This intra Court appeal has been filed under Section 483 of Companies Act, 1956 (hereinafter referred to as "Act, 1956") read with Chapter VIII, Rule 5 of Allahabad High Court Rules, 1952 (hereinafter referred to as "Rules, 1952") assailing judgment dated 19.09.2007 passed by a learned Single Judge, (Hon'ble Sunil Ambwani, J, as His Lordship then was) in Misc. Company Application No.3 of 1999 in Re. M/S Universal Insulator and Ceramics Ltd (hereinafter referred to as "Defaulting Company/Appellant") rejecting objection with regard to jurisdiction of entertaining winding up petition at Allahabad and holding that Defaulting Company/Appellant is unable to pay its debts, hence it is just and equitable to wind up the same and consequently directing for winding up of Company and appointing Official Liquidator as Liquidator of Company. The jurisdictional issue raised is that winding up petition was within the jurisdiction of Judges sitting at Lucknow and not at Allahabad, therefore, there is an inherent lack of jurisdiction in respect of subject matter of winding up, hence, order of winding up is illegal and void, but this objection has been rejected by learned Single Judge. Learned Single Judge has also restrained Defaulting Company/Appellant from transferring, alienating and encumbering any assets of Company and Official Liquidator has been directed to take over possession of assets of Company.
(2.) Facts in brief giving rise to present appeal are, that, Defaulting Company/Appellant, a Public Limited Company, was incorporated in October 1978 under the provisions of Act, 1956. Certificate of registration was issued by Registrar of Companies, Kanpur. Its Registered Office is at A/2, Site No.2, Industrial Area, Rai Bareilly. Company could not run its business effectively and became sick. It made a Reference to Board for Industrial and Financial Reconstruction (hereinafter referred to as "BIFR") for declaration as a "Sick Industry" under Section 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985 (hereinafter referred to as "Act, 1985"). BIFR registered Reference as Case no.243 of 1987. BIFR appointed Industrial Investment Bank of India Limited (hereinafter referred to as "IIBI"), (now IFCI Limited and is suitably substituted as respondent 4, initially impleaded as "IIBI") as Operating Agency (hereinafter referred to as "O.A."). O.A. submitted report and BIFR sanctioned the same on 25.10.1990. It was modified on 15.03.1993. Rehabilitation Scheme could not operate. Notice was issued to Defaulting Company/Appellant for winding up by BIFR and objections were heard on 12.03.1998. O.A. informed BIFR on 05.11.1998 and 08.12.1998 that Defaulting Company/Appellant had failed to comply with directions of BIFR and even personal loan of Rs.1 lakh was not paid.
(3.) Ultimately, BIFR formed an opinion that Company was not likely to make its net worth exceed its accumulated losses within reasonable time and it is also not likely to become viable in future and to meet its financial obligations, hence it was just, equitable and in public interest that it should be wound up under Section 20 (1) of Act, 1985. BIFR's opinion was forwarded to this Court (Company Judge) at Allahabad by Registrar of BIFR vide letter dated 23.04.1999, which was received by Court on 03.05.1999.;