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OLR/70/2010 5/ 8 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
OFFICIAL
LIQUDATOR REPORT No. 70 of 2010
In
COMPANY
PETITION No. 131 of 2006
===================================
O
L OF M/S PARAG MILLS PVT LTD( IN LIQN.) - Applicant
Versus
SENIOR
MANAGER CENTRAL BANK OF INDIA & 3 - Respondents
===================================
Appearance
:
MR
NITIN K MEHTA for Applicant.
NOTICE UNSERVED for Respondent
Nos.1,3 - 4.
MR NAVIN K PAHWA for Respondent No. 2.
===================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 08/10/2010
ORAL ORDER
The
Official Liquidator has filed this report making following prayers
:-
Whether this
Hon’ble Court would be pleased to direct re-bidding for Lot No.II in
view of the fact that M/s. Mohammad Salim and Brothers, Surat are
willing to increase their offer;
Whether this
Hon’ble Court would be pleased to confirm the sale of the assets and
properties of the Company in Lot Nos.III i.e. composite lot in
favour of M/s. Jay Ambey Filament Pvt. Ltd. For an amount of
Rs.3,53,00,000/- as against the upset price of Rs.3,09,00,000/- on
the terms and conditions of sale as per Tender Form at Annexure D;
Whether this
Hon’ble Court would be pleased to permit the Official Liquidator to
make payment of Rs.18,304/- to M/s. Navnitlal & Company,
Advertising Agency, being advertisement expenses as per their bill
dated 28.05.2010 at Annexure C to this report;
This Hon’ble
Court may be pleased to ratify the decision of the Sale Committee
permitting the highest offerer being respondent No.2 herein, to
deploy their security outside the mills premises, at their cost.
This
Court has issued notice on 26.07.2010 and directed the
Official Liquidator to intimate all the bidders who have
participated in the inter-se bidding before him and if they are
still interested to participate in the inter-se bidding before the
Court, they should be allowed to participate only on the condition
that they will pay the EMD as well as late entry charges by way of
demand draft to the Official Liquidator. Pursuant to the said
direction, the Official Liquidator has intimated to all the bidders
who have participated in the inter-se bidding before him. No
response was received when the matter was taken up on 03.09.2010.
Mr. N.K.Pahwa, learned advocate appeared on behalf of the highest
bidder for lot No. III i.e. M/s. Jai Ambe Filaments Pvt. Ltd. who
has made an offer for Rs. 3.53 crores before this Court which was
raised to Rs. 3.75 crores. The Court has also observed in its order
dated 03.09.2010 that one bidder for lot No. II i.e. for plant and
machinery has made an offer for Rs. 65 lacs. Since the Sale
Committee has not considered the offers for plant and machinery
separately, no other bidder have come forward to make any offer.
Since the said offer made by the highest bidder for Rs.3.75 Crores
for Lot No.III was considered to be inadequate by the Court, the
Official Liquidator was directed to issue a short advertisement in
two newspapers published from Surat, one in English and one in
Gujarati, mentioning the upset price for the lot No. I i.e. land and
building for Rs. 3.10 crores and lot No. II for Rs. 65 lacs and
composite offer i.e. lot No. III for Rs. 3.75 crores.
Accordingly,
the Official Liquidator has issued the notice in two newspapers on
15.09.2010. He filed his report on 23.09.2010 wherein he has stated
that pursuant to the advertisement published in newspapers on
15.09.2010, he has sold two tender forms to M/s. Parshwa Trading
Company and Karan Enterprise. However, no offer was received from
them.
In
the above circumstances, the offers which are on record for sale of
the assets of the Company in liquidation are taken up for
consideration. Since no other offer is there for Lot No.III, except
the offer of M/s. Jai Ambe Filaments Pvt. Ltd. who was the highest
bidder before the Sale Committee and even before this Court, prior
to the issuance of second advertisement, the sale of Lot No.III
consisting of leasehold land admeasuring about 5600 Sq. Mts.
situated at Plot Nos.281 and 282, GIDC Estate, Road No.2, Sachin,
Dist. Surat and building structure thereon as well as plant,
machineries and all other movables including stores, spares etc.
related to Textile Industry situated at the above land (excluding
records) is confirmed for Rs.3.75 Crores on the terms and conditions
of the tender document subject to the following modifications :-
That the
auction purchaser is permitted to appoint one Nominee of its own
choice. However, such Nominee shall be appointed within 30 days
from the date of confirmation of sale and prior to payment of 25% of
the sale consideration.
The Official
Liquidator shall hand over the possession of the assets of the
Company in liquidation only after receipt of the entire sale
consideration. The documents shall be executed within one month
from the date of receipt of the entire sale consideration as well as
from the date of handing over the possession.
The auction
purchaser shall be abide by the terms and conditions of the tender
documents, more particularly, Clause 15 of the tender document which
says that the purchaser shall be liable to pay all statutory dues,
if any, due and payable on the properties of the Company in
liquidation for the period after the date of winding up. The
payment of such dues for pre-liquidation period shall be settled as
per the provisions of the Companies Act, 1956. It is, therefore,
clear that the purchaser shall not be held responsible for payment
of the outstanding dues of the Company in liquidation for the
pre-liquidation period.
Till the
entire sale consideration is paid by the auction purchaser, the
Security Agency deployed by the auction purchaser shall remain
outside the premises.
One
of the prayers made by the Official Liquidator in this report is
with regard to ratification of his decision permitting the highest
offerer to deploy their security outside the Mills premises, at
their cost. However, till the sale is confirmed by the Court in
favour of the highest bidder, no one is permitted to
deploy the security even outside the premises of the Company in
liquidation.
In
the present case, the highest bidder before the Sale Committee and
the highest bidder before this Court is the same and ultimately sale
is confirmed. However, in a given case, it may happen that the
highest bidder before the Sale Committee is different than the
highest bidder before the Court in whose favour ultimately the sale
is confirmed. Hence, such practice of deploying the security outside
the premises by the highest bidder before the Sale Committee is not
entertained.
The
Official Liquidator is permitted to make the payment to the
Advertising Agency as prayed for by him in his reports dated
13.07.2010 as well as 23.09.2010.
The
sale is confirmed in presence of the Secured Creditor i.e. Central
Bank of India on whose behalf, Mr. Suresh Mohanty, Assistant
Manager, Recovery Department, Ahmedabad is present.
Subject
to the aforesaid direction and observation, this Official Liquidator
Report is accordingly disposed of.
Sd/-
[K.
A. PUJ, J.]
Savariya
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