K.A. Puj, J.
1. The applicant has taken out this Judge's Summons praying for the following directions and/or orders from this Court:
YOUR LORDSHIPS may be pleased to permit me to represent in all legal cases filed by / against Mardia Chemicals Limited, a Company in liquidation and to direct the Official Liquidator to provide me the copies of the documents, for defending these suits, as and when required;
YOUR LORDSHIPS may be pleased to direct the Official Liquidator of Mardia Chemicals Limited (In Liquidation)
To file appropriate proceedings for challenging / recalling the order dated 12.09.2007 of the City Civil Court at Ahmedabad in Civil Suit No. 3189 of 2002;
To represent the Company in liquidation in the proceedings enlisted in Annexure A to the affidavit in support of the Judge's Summons;
To appear in Misc. Application filed in Counter Claim in Original Application No. 278 of 2002 and to suitably defend the Company in liquidation in the said proceedings;
To represent the Company in liquidation in Suit No. 434 of 2003 pending before the Bombay High Court and to suitably defend the Company in liquidation in the said proceedings;
YOUR LORDSHIPS may be pleased to start the contempt proceedings against the Official Liquidator and other responsible officers of the office of the Official Liquidator for making the contempt of the orders passed by this Hon'ble Court in Company Application No. 285 of 2006 and in Company Application No. 97 of 2006.
YOUR LORDSHIPS may be pleased to make responsible the Official Liquidator and the Government of India, Ministry of Corporate Affairs, New Delhi to compensate the losses incurred to the Company in liquidation due to the negligent and lackluster approach of the Official Liquidator towards the various affairs of the Company in liquidation.
2. The Court has issued notice to the Official Liquidator on 08.02.2008. The Court has also granted leave to the applicant to join ICICI Bank Limited as party respondent No. 2.
3. Pursuant to the notice issued on ICICI Bank Limited, Mr. Mihir Thakore, learned Senior advocate with Mr. Sandeep Singhi for Singhi & Co. appeared for ICICI Bank Limited. The applicant has appeared as party-in-person. Ms. Amee Yajnik, learned advocate appeared for the Official Liquidator.
4. The applicant has filed a detailed affidavit along with all supporting documents in support of Judge's Summons. The respondent No. 2 Bank has also placed several documents along with covering letter dated 12.03.2008. Documents relating to the proceedings of previous Judge's Summons taken out by the present applicant in Company Application No. 285 of 2006 are placed on record.
5. It is the case of the applicant that he was the Promoter / Shareholder and Ex-Chairman and Managing Director of Mardia Chemicals Limited, the Company in liquidation. The applicant is also a guarantor to various loans advanced by the Banks and Financial Institutions to the Company in liquidation. The Company in liquidation was ordered to be wound up by this Court by order dated 03.08.2005 passed in Company Petition No. 37 of 1998. The Company in liquidation is facing multiple proceedings initiated by its various lenders. The proceedings are pending either before the Debts Recovery Tribunal at Ahmedabad, Debts Recovery Tribunal at Mumbai, the High Court of Judicature at Mumbai and in the City Civil Court at Ahmedabad. After the order for winding up was passed, the Official Liquidator was informed about all the proceedings pending against / by the Company in liquidation and was also requested to appear in the said proceedings and to represent the Company in liquidation. The Court's attention was drawn to the table showing major proceedings pending against / by the Company in liquidation which is produced at Annexure A to the affidavit filed in support of the Judge's Summons.
6. Mr. Mardia appearing as party-in-person has submitted that he has earlier moved Company Application No. 285 of 2006, inter alia, praying for permission to represent the Company in liquidation in the proceedings pending before the DRT, Mumbai and Ahmedabad, High Court of Bombay and City Civil Court at Ahmedabad with the authority to appoint and instruct advocate to appear for and on behalf of the Company in liquidation in the said proceedings. This Court took the view that the Official Liquidator is the custodian of the property of the Company in liquidation and since no application has been moved by the Official Liquidator seeking assistance, the prayer for permission to represent the Company in various proceedings cannot be granted. Accordingly, the said Company Application came to be rejected vide order dated 01.08.2006.
7. Mr. Mardia has further submitted that he has moved an application to the Official Liquidator under the Right to Information Act, 2005 and in reply to the said application given on 22.05.2007, the Official Liquidator had, inter alia, given details of the 21 legal cases out of which, 2 cases at Mumbai, namely, O.A. No. 278 of 2002 pending before DRT, Mumbai and Civil Suit No. 434 of 2003 have been entrusted to M/s. Rajesh Shah & Co., Advocates. Inspite of this neither the Official Liquidator nor any of his appointed advocates appeared in any of the proceedings and some of the proceedings against / by the Company have been disposed of in absence of the Official Liquidator. He has, therefore, submitted that non-appearance by the Official Liquidator or in absence of any representation on his behalf has ultimately resulted into dismissal of the cases which adversely affected the interest of the Company in liquidation.
8. Mr. Mardia has further submitted that the Company in liquidation had filed Civil Suit No. 3189 of 2002 in the City Civil Court at Ahmedabad, inter alia, praying for a decree in the sum of Rs. 5631.44 Crores against the defendants of the said suit. The defendants of the said suit filed an application below Exh. 11 under Order VII, Rule 11 of the Civil Procedure Code seeking dismissal of the suit as barred by limitation. The Official Liquidator was expected to represent the Company in liquidation in the said proceedings. However, the said application was taken up for hearing in absence of the Official Liquidator and by an order dated 12.09.2007 passed by the City Civil Judge at Ahmedabad, the said application has been allowed and the plaint was ordered to be rejected under the provisions of Order VII, Rule 11 of the Civil Procedure Code. In paragraph 6 of the said order, it was specifically observed by the learned City Civil Judge that though notice came to be issued to the Official Liquidator and was served upon him on 31.07.2006, the Official Liquidator has not remained present. Mr. Mardia has further submitted that relying upon the above order of the City Civil Court, Ahmedabad in the suit filed by the Company in liquidation, one Misc. Application has been preferred in the pending proceedings before the DRT, Mumbai in the counter claim to the O.A. No. 272 of 2002. The said OA has been filed by ICICI Bank Limited wherein a counter claim has been filed by the Company in liquidation. By an order passed by the Bombay High Court, the said counter claim has been ordered to be heard along with the original application. Relying upon the order passed by the City Civil Court, on 12.09.2007, an application has been preferred by ICICI Bank Limited, inter alia, seeking dismissal of the counter claim filed by the Company in liquidation. In the said application, it was specifically averred that the Official Liquidator though served has chosen not to remain present in the said proceedings. He has, therefore, submitted that the Official Liquidator, though duty bound to represent the Company in liquidation, in the pending proceedings, has chosen not to do so and the proceedings initiated by the Company in liquidation are getting disposed of in absence of the Official Liquidator. Mr. Mardia has further submitted that he wrote several letters to the Official Liquidator, inter alia, calling upon him to represent the Company in liquidation in various proceedings. By letter dated 31.01.2008, a specific attention of the Official Liquidator was drawn to the Misc. Application preferred by ICICI Bank Limited and the Official Liquidator was requested to represent the Company at the hearing scheduled on 04.02.2008. However, he did not remain present at the said hearing. The applicant had personally attended the hearing where the applicant's locus was protested by Counsel appearing for ICICI Bank Limited in view of the appointment of the Official Liquidator. However, on applicant's request, DRT in the interest of the Company in liquidation has adjourned the matter.
9. Mr. Mardia has further submitted that the Official Liquidator of the Company in liquidation has also remained totally negligent towards the Debenture Trustee Suit No. 434 of 2003 filed before the Bombay High Court by ICICI Bank Limited and consequent possession of around 95% of the properties of the Company in liquidation held by the Court Receiver on behalf of ICICI Bank Limited. He has further submitted that the said case is the unique example of connivance of ICICI Bank Limited, Valuers appointed by the Court Receiver at the instance of the ICICI Bank Limited and the Security Agency appointed by ICICI Bank Limited to safeguard the properties of the Company in liquidation at Mardianagar plant at Surendranagar Dist. He has further submitted that the failure and inaction on the part of this trio has resulted into large scale pilferage of the properties of the Company in liquidation in a very systematic and a very preplanned manner. Being aggrieved by such a large scale pilferage of the properties of the Company in liquidation, the applicant had moved a petition being the Notice of Motion No. 3835 of 2007 in Civil Suit No. 434 of 2007 before the Bombay High Court giving very exhaustive details along with the copies of the correspondence / documents with prayers for direction for fresh inventory and valuation of the assets, for direction for CBI investigation, recoupment of loss caused to the properties of the Company in liquidation and change of security agency appointed by ICICI Bank Limited. A copy of the said notice of motion was served on the Official Liquidator. However, he did not remain present and the applicant's locus standi to the Debenture Trustee Suit was protested by ICICI Bank Limited before the Bombay High Court. Taking the view that the Company is in liquidation and the Official Liquidator has been brought on the record of the case, notice of motion moved by the applicant was rejected by the Bombay High Court.
10. Mr. Mardia has further submitted that in Civil Suit No. 434 of 2003 when the Court Receiver represented before the Bombay High Court, regarding non-cooperation of ICICI Bank Limited, vide his report No. 368 of 2005 in the matter of verification of the thefts, complaints and incomplete inventory in continuance with the joint Inspection dated 23.07.2007, the Bombay High Court vide order dated 29.11.2007 on the Court Receiver's report No. 368 of 2007 directed ICICI Bank Limited to co-operate. Even after assuring the Bombay High Court to give full cooperation in the matter of investigation of thefts and re-inventory, the Bank has not made any arrangement for visits of the Court Receiver on the appointed dates on two occasions. He has further submitted that this is not the solitary case of large scale thefts of the properties of the Companies in liquidation. There are number of such cases specifically noted by the Court. He has invited the Court's attention to the order dated 12.08.2005 passed by this Court in the case of Calico Mills wherein it is observed that the Official Liquidator as well as the Security Personnel deployed by him have totally failed to protect and safeguard the properties of the Company in liquidation. The Court, therefore, took the view that the Official Liquidator is neither competent to take care of the properties of the Company in liquidation nor he had any desire to take any effective steps. The Court further observed that his office might be involved in allowing such thefts, pilferages or similar such things. The Court was at pains to point out that this was not the solitary case. In many of the Companies in liquidation, similar such things are happening day in and day out. He has also invited the Court's attention to the order dated 26.04.2006 passed by this Court in the case of Official Liquidator of Jay Agrochem Limited v. Bank of Baroda and Ors., wherein it is observed that the Court has been finding various complaints against the Official Liquidator in relation to non-payment of the security charges to the Security Agencies, some of the lawyers had been alleging against the Official Liquidator that for making payment, or for submitting a report, to obtain sanction from the Court, the Official Liquidator wants piece of his cake. The Court further observed that after the Company is wound up, it becomes a dead animal. Jackals, vultures and scavengers start eating the flesh and bones of the dead animal. Based on this observation, Mr. Mardia has submitted that similar negligence is observed in protection of the properties of the Company in liquidation by the Official Liquidator of Amar Dye Chem Limited, a Company in liquidation at Mumbai where also the applicant was Ex-Chairman. The properties were worth Rs. 300 Crores out of which heavy machineries attached to the earth have been stolen from the possession of the Official Liquidator and the litigation was also pending before the Bombay High Court. On the application moved by the applicant before the Bombay High Court, an order was passed on 29.09.2006 in Company Application No. 676 of 2006 preferred by the applicant wherein one of the reliefs is in relation to holding of an inventory by the Official Liquidator and after depositing a sum of Rs. 5 Lacs to meet with the expenses of taking inventory, the Bombay High Court has passed an order directing the Official Liquidator to take assistance from the applicant to find out an agency which can hold an inventory and also personally go to the site at the time of inventory. He has, therefore, submitted that on joint verification with the help of newly appointed Valuer, the applicant and the Official Liquidator, inventory was taken and valuation report was filed by the Valuer. The applicant has filed affidavit in the said proceedings stating that nearly 90% of valuable machineries and equipments have been decoited and robbed. These facts are highlighted only because the Official Liquidator has depicted a total negligent and lackluster approach towards protection and safeguarding of the properties handed over to him as per the orders of the Court and he has totally failed to discharge his duties entrusted to him under the Companies Act, 1956.
11. Mr. Mardia has further submitted that Company Application No. 97 of 2006 was moved by ICICI Bank Limited before this Court to obtain permission under Section 446 of the Companies Act, 1956 to continue with the Debenture Trustee Suit No. 434 of 2003 pending before the Bombay High Court. As per the order dated 01.08.2006 passed by this Court, it was represented by the Official Liquidator in the said case that it is not possible for him to appear in the proceedings there and defend the suit. However, if permitted, he would like to continue the services of the two Advocates appointed by the Company. This Court has accordingly permitted the Official Liquidator. However, the said case was never defended by the Official Liquidator nor any one on his behalf. He has, therefore, constrained to file the present application before this Court. He has strongly urged that as a Promoter / Shareholder and Ex-Chairman & Managing Director of the Company in liquidation and as also in his capacity as Guarantor of the Company in liquidation, he is interested in representing the case of the Company. However, permission prayed for in this regard was earlier denied by this Court. This Court having found that the Official Liquidator being custodian of the properties of the Company in liquidation, would represent the Company. However, representation was not made as expected by the Court. The orders which are issued are adversely affecting the Company in liquidation as well as its shareholders and all the persons interested in the Company in liquidation. The dismissal of the suit by the City Civil Court at Ahmedabad has also seriously prejudiced the interest of the Company and has prejudicially affected the applicant's interest. He has referred to the order passed by the Bombay High Court in Company Application (L) No. 553 of 2004 on 01.07.2004 wherein it is observed that if the Court does not get any cooperation from the Police in respect of the properties under the custody of the Court, the state will have to compensate for the losses suffered by such robberies and decoities committed to loot the property. He has, therefore, submitted that in a similar manner, for the negligent approach of the Official Liquidator, in the present case, the concerned Ministry should be held responsible to compensate the losses on account of the negligent and lackluster approach of the Official Liquidator of the Company in liquidation causing irreparable and irreversible loss to the Company in liquidation. He has, therefore, submitted that the reliefs prayed for in the present Judge's Summons may be granted.
12. During the pendency of this application, the applicant has also filed an additional affidavit for amendment in the prayers. Accordingly, he has sought the permission of this Court for himself or for his Advocate or Counsel to represent in all legal cases filed by and/or filed against the Company in liquidation and its Guarantors and to make further appeals, representations and all other steps for the protection of legal interest of the Company in liquidation at the cost of the applicant for which he would not claim any cost or reimbursement from the Official Liquidator. He has also sought the permission to take copies of the documents from the records of the Official Liquidator as and when necessary for the legal cases by and against the Company in liquidation with the permission of this Court.
13. Mr. Mihir Thakore, learned Senior advocate appearing with Mr. Sandeep Singhi for Singhi & Co. for ICICI Bank Limited has submitted that the present application is not maintainable and it is barred by principle of res judicata. The applicant has earlier moved Company Application No. 285 of 2006 before this Court and more or less similar prayers are made in that application. While rejecting the said application, this Court in its order dated 01.08.2006 has observed that the Official Liquidator is the custodian of the property of the Company in liquidation once the order of winding up is passed and will exercise the powers as enumerated under Section 457 of the Companies Act, 1956. The Official Liquidator has not moved any application seeking any assistance of the applicant and, therefore, the applicant cannot be permitted to associate or assist in any manner to the Official Liquidator. The Court further observed that it is open for the applicant to appraise the Official Liquidator about the affairs of the Company or any assistance, if sought for by the Official Liquidator with regard to the pending proceedings. He has, therefore, submitted that more or less similar prayers are made in the present application and once this Court having rejected these prayers by a reasoned order, no indulgence should be shown by the Court and no relief can be granted as prayed for in the present application.
14. Mr. Thakore, while reiterating more or less same submissions has further submitted that upon winding up of a company, the Official Liquidator by virtue of his office becomes the liquidator of the company and all property, effects and actionable claims came to the custody and control of Official Liquidator. Accordingly, all litigations which may be initiated by the Company in liquidation or which are faced by the Company come within the control of the Official Liquidator. In fact, it is a statutory requirement that the power to institute and defend a suit etc. is that of the Official Liquidator. All the books of accounts or other documents of the Company in liquidation also come within the custody and control of the Official Liquidator. He has further submitted that for properly and appropriately maintaining and defending any action, it would be necessary to have recourse to the books of accounts and other documents of the Company in liquidation, which are statutorily within the custody and control of the Official Liquidator. Any permission as sought for, which may entitle the applicant to handle any litigation of the Company will seriously prejudice the powers and authority of the Official Liquidator and may also not be in the interest of the Company for the reasons, inter alia, that the books of accounts and documents cannot be trusted in the hands of the Ex-Promoters, including the applicant. Mr. Thakore has further submitted that there is no substance in the submission of the applicant that the applicant being Ex-Chairman and Managing Director of the Company and being conversant with the affairs of the Company, is better equipped to defend the proceedings initiated by various Banks and financial institutions and to support the counter claims filed by the Company in liquidation. There is also no substance in the submission that if the proceedings are not properly defended, it would cause serious prejudice to the Company in liquidation and various persons including other Secured and Unsecured Creditors as well as shareholders of the Company in liquidation. The applicant has no locus to move the present application seeking permission to pursue and defend the proceedings of the Company in place of the Official Liquidator once the Company is ordered to be wound up and it is only the Official Liquidator who can pursue or defend the proceedings filed against the Company in liquidation. There is no provision of law under which any person much less, the Ex-Promoter and Director, who is essentially responsible for the present state of affairs of the Company can be permitted to pursue or defend the litigation of the Company. Even if it is assumed that such application is maintainable, in that case, even looking to the facts and circumstances of the case and the manner of management of the Company by the applicant, is sufficient to persuade this Court not to exercise any such discretion in favour of the applicant.
15. Mr. Thakore has further submitted that there are certain litigations being faced by the Company where the promoters, including the applicant herein are guarantors and it is not unlikely that the interest of the Company and the interest of the guarantors as Promoters, including the applicant, may be at divergence, which also is a reason enough not to permit the applicant to step into the shoes of the Official Liquidator. The applicant and the other persons have obligation to file statement of affairs within the stipulated period. No such statement of affairs has yet been filed, which sufficiently demonstrates the attitude and approach of the Promoters / applicant. Failure to comply with statutorily obligations itself disentitle the applicant to maintain such an application and even if this Court has discretion in the matter, such discretion should not be exercised in favour of the person who is guilty of non-compliance with the mandatory provisions of the Companies Act, 1956.
16. Mr. Thakore has further submitted that under the amended provisions of the Companies Act, 1956, the Court would give due regard to the views of the Secured Creditors. ICICI Bank Limited apprehends serious prejudice not only to all the Secured Creditors but even to workmen if the application is granted. Grant of such application is not in the interest of the liquidation proceedings. There were certain events which have transpired and briefly pointed out by the Board of Industrial and Financial Reconstruction (BIFR) and the Appellate Authority of Industrial and Financial Reconstruction (AAIFR) in various orders, which sufficiently go to show crossing fingers at the applicant and the then Management of the Company which is very material and relevant consideration to persuade this Court from considering the subject application.
17. In support of his submission, Mr. Thakore relied on the decision of the Kerala High Court in the case of A. P. K. Kaliappa Nadar v. Kathayee Cotton Mills Limited and Ors. 1964 (11) Company Law Journal 66 wherein it is held that a Company in liquidation retains its corporate powers including the powers to sue and such powers are exercised by the Liquidator who has to sue in the name of the Company when the suit is for recovery of the property of the Company. Once a liquidator is appointed, even the Directors cease to have the power to sue on behalf of the Company. A shareholder or a creditor of the Company is not entitled to maintain an action when a Liquidator is functioning. He may possibly move the Court to give directions to the Liquidator to sue. Where the reliefs sought for in a suit or in appeal are those which the Company alone is entitled to ask for, a suit or an appeal by a Creditor or shareholder is incompetent.
18. Mr. Thakore further relied on the decision of the Bombay High Court in the case of Associated Banking Corporation of India Limited and Ors. v. Nazaralli Kassambhai and Co. and Ors. : AIR1952Bom223 wherein it is held that if the sole purpose and the whole object of the legislation is to wind up the affairs of banking companies as expeditiously as possible, then it stands to reason that the Legislature must have intended that the assets should be realized as quickly as possible, and when the Official Liquidator files a suit against a debtor of the Banking company, all he is doing is to attempt to realize part of the assets to the Company. He has, therefore, submitted that except the Official Liquidator, nobody else can be permitted to proceed further with any of the litigations of the Company in liquidation where the Official Liquidator is the only person to initiate and/or to defend such proceedings.
19. Ms. Ami Yajnik, learned advocate appearing for the Official Liquidator, though objected to the prayer for taking action against the Official Liquidator for contempt of Court's orders, invited the applicant's offer to render assistance to the Official Liquidator in pending litigations filed by or against the Company where applicant's own exclusive interest is not involved and that too, at his own costs and consequences. She has also submitted that the respondent No. 2 Bank has no right to object to this application as in many cases, Bank and their officials are parties. She has, therefore, submitted that necessary directions may be issued in the best interest of the Company in liquidation.
20. Having heard the learned advocates appearing for the parties and having gone through the memo of application, affidavit filed in support of Judge's summons, documents attached therewith and other documents produced by the parties on the record of this application, the Court is of the view that some of the reliefs prayed for in the present application certainly merit consideration. Preliminary objection raised by Mr. Thakore on the ground that the application is not maintainable since it suffers from an infirmity of bar of principle of res judicata is not sustainable in view of the fact that the present application is moved in totally changed circumstances. It is true that earlier this Court has not granted any relief to the applicant to represent the Company in liquidation in pending litigations filed by or against the Company. It was, however, expected by the Court from the Official Liquidator that he would take proper care of all such proceedings which are pending. This expectation was not fulfilled. Many matters were decided ex-parte. No proper representation was made. Even actions were not taken in the matters which were decided against the Company in liquidation. The respondent No. 2 objects to this application in as much as it ultimately suits their purposes in winning over the cases filed against them, without any protest. The Official Liquidator has not objected to this application in its entirety. On the contrary, Ms. Yajnik, learned advocate appearing for the Official Liquidator, invited such assistance being offered by the applicant, especially when the Official Liquidator is over-burdened with the work and it is practically impossible for him to cope up with such tremendous work with very limited resources at his command. The Court, therefore, considers this application on its own merits, instead of rejecting the same at the very threshold on the ground of violation of principle of res judicata.
21. The applicant has merely expressed his desire to assist the Official Liquidator and to represent the Company in liquidation along with the Official Liquidator. He has not asked for the replacement or the substitution of the Official Liquidator. He wants to do it to protect the interest and properties of the Company in liquidation, at his own costs. He has not made any prayer for his own interest. Incidentally, by protecting or safeguarding the interest of property of the Company in liquidation, the applicant's interest being promoter, shareholder or guarantor, may have been protected. But, this fact, by itself is not enough to make him disentitled to claim such relief. There is no reason for the Court to doubt the bonafides of the applicant.
22. The respondent No. 2 Bank is not holding the brief of the Official Liquidator. The respondent No. 2 Bank being an interested party to the proceedings will always see to it that the proceedings against them shall remain unrepresented or not properly represented. The instances quoted by the applicant in the present application have undoubtedly proved that the respondent No. 2 Bank got easy walk over only because there was either no representation at all or there was no proper and effective representation. The Official Liquidator cannot solely be blamed for this situation. He is attached to this Court. Cases filed by or against the Company in liquidation at distant places, advocates engaged by him may have lost interest in the matters because of inadequate materials, inadequate fees or untimely payment. If such is the state of affairs of the Companies in liquidation, one must gracefully accept the offer of assistance given by any person who is knowledgeable and well conversant with the fact situation.
23. The principle of natural justice demands that every one must get fair opportunity and that no case, to the extent possible, should be decided unrepresented. The respondent No. 2 Bank should not have any objection if the Official Liquidator gets an assistance from the applicant in representing the company's case before any Court, authority or forum. It is true that provisions of the Companies Act do vest all powers and authorities in the Official Liquidator and he alone can represent the Company in liquidation, but the Act nowhere debars the promoters, shareholders or guarantors from rendering proper and effective assistance to the Official Liquidator in pending cases filed by or against the Company in liquidation. To prevent such persons from rendering any assistance to the Official Liquidator is violative of the principles of natural justice.
24. There is no much dispute about the proposition of law made in the decisions of A.P.K. Kallappa Nader (Supra) and Associated Banking Corporation of India Limited & Others (Supra). There is no question of any independent action being taken by the applicant. He has to work along with the Official Liquidator till his interest remains in conformity with the interest of the Company in liquidation. The applicant's only endeavour is to protect or safeguard the interest and properties of the Company in liquidation. He neither replaces nor substitutes the Official Liquidator in any of the proceedings. The Court, therefore, inclines to grant this application partly and issues following directions:
25. The applicant is permitted to assist the Official Liquidator or his advocate in any proceedings which are filed by or against the Company at his own cost. The applicant is also permitted to address any Court, authority or forum as a representative of the Official Liquidator, to protect the interest of the Company in liquidation. It is, however, clarified that wherever the Official Liquidator has filed any matter or initiated any proceedings before any Court, authority or forum against the applicant or where the applicant's interest and the interest of the Company in liquidation are in conflict with each other, the applicant will not have any say for the Company in that particular matter. It is also made clear that the assistance that may be rendered by the applicant to the Official Liquidator shall be at his own cost and consequences.
26. The applicant is further permitted to point out to the Official Liquidator all such matters which are disposed off either ex-parte or in absence of any representation on behalf of the Official Liquidator and any further action is required to be taken in those matters. On pointing out such matters by the applicant to the Official Liquidator, the Official Liquidator shall take prompt and immediate action in the best interest of the Company in liquidation. The applicant shall be allowed to represent the Official Liquidator at his own cost.
27. The applicant shall not have any access to the records of the Company in liquidation. He has to make a request in writing to the Official Liquidator, which shall be examined by the Official Liquidator on its merits and if he finds such request to be acceptable, he shall provide necessary inspection to such records.
28. The applicant's prayer for initiating contempt proceedings against the Official Liquidator is hereby rejected.
29. This order is passed considering the peculiar facts of this case and it shall not be considered as precedent.
30. Subject to the aforesaid directions and observations, this application is accordingly disposed off as partly allowed.
31. At this stage, Mr. Sandeep Singhi, learned advocate appearing for ICICI Bank Limited has requested to stay the operation of this order with regard to the directions given in paragraph 24 of this order. Looking to the facts and circumstances of the case and in view of the discussion made in the earlier part of the judgment, request made is rejected.