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OJMCA/232/2010 10/ 10 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
MISC.
CIVIL APPLICATION No. 232 of 2010
In
OFFICIAL
LIQUDATOR REPORT No. 20 of 2010
In
COMPANY
PETITION No. 69 of 2002
With
COMPANY
APPLICATION No. 374 of 2010
In
OFFICIAL
LIQUDATOR REPORT No. 20 of 2010
With
MISC.
CIVIL APPLICATION No. 233 of 2010
In
OFFICIAL
LIQUDATOR REPORT No. 20 of 2010
With
COMPANY
APPLICATION No. 225 of 2011
In
COMPANY
APPLICATION No. 374 of 2010
======================================
SELVEL
MINERALS PVT LTD - Applicant
Versus
OFFICIAL
LIQUIDATOR OF JALAN ISPAT CASTING LTD & 1 - Respondents
======================================
Appearance
:
1. Misc.
Civil Application No.232 of 2010
MR
SAURABH G AMIN for Applicant.
MS AMEE YAJNIK for Respondent No.
1.
MR NAVIN K PAHWA for Respondent No. 2.
2. Misc.
Civil Application No.233 of 2010
MR
NAVIN K PAHWA for Applicant.
MS
AMEE YAJNIK for Respondent No.1.
MR
SURABH G AMIN for Applicant.
3. Company
Application No.374 of 2010
MR
SAURABH G AMIN for Applicant.
MS AMEE YAJNIK for Respondent No.
1.
MR NAVIN K PAHWA for Respondent No. 2.
4. Company
Application No.225 of 2011
MR
G.L. RAWAL, Senior Advocate with
MR
DIPEN A DESAI for Applicant.
MS AMEE YAJNIK for Respondent No. 1.
MR HS MUNSHAW for Respondent No. 2.
======================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 22/04/2011
COMMON ORAL ORDER
Since
common issue is involved in all these four applications, the same
are being disposed of by this common order.
OJ
Misc. Civil Application No.232 of 2010 is filed by Selvel Minerals
Private Limited, the auction purchaser of Lot A-IV whereas OJ Misc.
Civil Application No.233 of 2010 is filed by Anik Ferro-Alloys
Private Limited, the nominee of the auction purchaser of Lot B-IV.
Both these applicants have made common prayer that the order dated
13.08.2010 passed by this Court in Official Liquidator’s Report
No.20 of 2010 be modified and the applicants may be permitted to
change inter-se the properties covered by the respective Lots
purchased by them, for the reasons stated in the affidavit filed
along with the Judge’s Summons.
So
far as Company Application No.232 of 2010 is concerned, Mr. G. L.
Rawal, learned Senior Advocate appeared with Mr. Dipen Desai for the
applicant. In Company Application No.233 of 2010, learned advocate
Mr. N.K. Pahwa appeared for the applicant.
The
remaining two applications being Company Application No.374 of 2010
and 225 of 2011 are filed by Selvel Minerals Private Limited for
extension of time.
It
is the say of the applicants that land bearing Plot No.91
admeasuring 29,000 Sq. Mts. is situated in Meghnagar Industrial
Estate, Dist. Jhabua (MP). Before making the bid, the auction
purchasers had made inspection of the properties and had also seen
the valuation report made by Shri Mukesh Thakkar, who is the valuer
appointed by Bank of Baroda. Two properties of the Company in
liquidation were put to sale under the same advertisement by the
Official Liquidator. One is the old factory premises and the other
one is the new factory premises of the Company in liquidation. The
Valuation report in respect of Plot No.91 dated 06.08.2009 inter
alia states that Plot No.91 of the Meghnagar Industrial Estate
consists of old factory premises of the Company in liquidation. On
the other hand, the valuation report prepared by same Valuer in
respect of Plot Nos.64 to 69 and 77 to 84 of the same Industrial
Estate inter alia states
that the new factory premises of the Company in liquidation is
situated in these plots. On the premises of both the properties,
there is no specific mention made as to the Plot No. Therefore, the
applicants relied upon the valuation report made by the Valuer for
the purpose of identification and location of the factory premises
in which they were interested.
It
is also the say of the applicants that the above properties of the
Company in liquidation were offered for sale by the office of the
Official Liquidator. The applicant of OJ Misc. Civil Application
No.233 of 2010 wanted to purchase the new unit so as to restart new
unit without much waiting period. The old factory premises is not
at all suitable for undertaking any manufacturing activities. The
said applicant possesses other plots which are close by the new unit
of the Company in liquidation. It is only with a view to have an
integrated project of Ferro-Alloys, the new unit of the Company in
liquidation is deemed to be the most appropriate one. Considering
the valuation report of the Valuer and since the said applicant
wanted to make bid for the new unit, the auction purchaser of which
the applicant is the nominee made bid for Lot B-IV on the belief
that B-IV consists of the new unit. Though the valuation report
gives reference to the old unit and the new unit of the Company in
liquidation together with the plot numbers, the advertisement issued
by the Official Liquidator did not make any mention of the old unit
/ new unit against the respective plot numbers. Accordingly, Sandal
Wood Infratech Pvt. Ltd., made bid for Lot B-IV on the strength of
the valuation report. This Court confirmed the sale in favour of
the said Sandal Wood Infratech Pvt. Ltd. in respect of the
properties of Lot B-IV for a consideration of Rs.7.20 Crores whereas
sale in favour of Selvel Minerals Private Limited in respect of the
properties of Lot A-IV for consideration of Rs.6 Crores was
confirmed.
It
is the further say of the applicants that after the sale was
confirmed by this Court, certain payments were made by the
respective applicants in respect of the properties forming part of
their respective lots. However, when the actual inspection was taken
by the applicant of OJ Misc. Civil Application No.233 of 2010, it
was found that the properties covered by lot A-IV and properties
covered by Lot B-IV are required to be exchanged. Both the
applicants have inter-se decided to exchange the said lots.
However, sanction of the Court is required for such inter-se
exchange and hence, both the applicants have made the present
applications before this Court.
It
is the say of learned Counsel appearing for the respective parties
that if the prayers made by them in these two applications are
granted, no prejudice would be caused to the Official Liquidator nor
any of the Secured Creditors. They have also undertaken before this
Court that they are ready and willing to make the entire payment of
consideration in respect of Lot A-IV and B-IV respectively, as per
the order made by this Court. Considering this submission, the
Court has passed orders from time to time and made it clear that
request for exchange of lots amongst themselves be considered only
after full payment is made by them.
So
far as Anik Ferro-Alloys Private Limited is concerned, the payment
of Rs.6 Crore was made in time. However, Selvel Minerals Private
Limited sought extension of time by moving two separate applications
being Company Application Nos.374 of 2010 and 225 of 2011 and this
Court has granted time subject to payment of interest @ 18%.
Accordingly, full payment is now made by them by bringing the Demand
Drafts covering the balance amount of sale consideration as well as
interest. The payment so made by them put together covers the
entire amount of sale consideration of both the lots i.e. Lot A-IV
and B-IV. The delay caused in making payment is compensated by way
of interest charged @ 18% which is also paid by them to the Official
Liquidator. Since the entire amount along with interest is paid by
the auction purchaser and the Official Liquidator has confirmed this
fact subject to verification, the request for exchange of lots is
considered by the Court.
The
Official Liquidator has filed his report and denied the facts that
there was any confusion in mentioning Lot A-IV and B-IV. He has
also called for the report of the concerned Valuer who has also
submitted that there was no identification by old factory and new
factory. Lastly, it was submitted by the Official Liquidator that
dispute was raised by the applicants only with a view to gain time
for paying sale consideration or for some other purposes. He has,
therefore, submitted that prayers made in the applications should
not be granted.
Having
heard learned Counsel appearing for the parties and having
considered their rival submissions, the Court is of the view that
the Court has passed common order while confirming the sale in
favour of the respective parties so far as Lot A-IV as well as B-IV
is concerned. It is also an admitted position that both the lands
were sold for a total consideration of Rs.13.20 Crores. The said
amount has been received now by the Official Liquidator along with
the payment of interest @ 18%. Thus, so far as the receipt of sale
consideration is concerned, the Official Liquidator has received
full amount. It is of not much importance as to whether a
particular lot is confirmed in favour of A or B. Moreover, all the
three concerns, namely, the original auction purchasers as well as
their Nominees are of the same Management. It is their inter-se
arrangement as to which entities is purchasing which Unit.
Considering the overall view of the matter and since no prejudice is
caused to any party, the Court hereby accepts the submissions of
learned Counsel appearing for the applicants and grants the prayers
made therein. Accordingly, applicant of OJ Misc. Civil Application
No.232 of 2010 is permitted to own and possess the properties
covered by Lot No. B-IV instead of Lot No. A-IV and the applicant of
OJ Misc. Civil Application No.233 of 2010 is permitted to own and
possess the properties covered by Lot No. A-IV instead of Lot No.
B-IV. The Official Liquidator shall accordingly handover the
possession to the respective applicants after ascertaining the fact
that the entire sale consideration with the interest due and accrued
thereon is received and thereafter execute the Sale Deed in favour
of the respective applicants after prior sanction of this Court.
The Official Liquidator is further directed to appropriate the
amount of sale consideration and interest received by him by making
suitable accounting entries.
With
these directions and observations, both these applications are
accordingly disposed of.
Since
main applications seeking inter-se change of properties are
disposed off and since the entire sale consideration is paid off,
the remaining two applications i.e. Company Application Nos.374 of
2010 and 225 of 2011 no longer survive and they are accordingly
disposed off.
Sd/-
[K. A. PUJ, J.]
Savariya
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