2020 (8) TMI 584 - HC - Companies Law

Court grants property transfer and building completion extension. MIDC's claim rejected as time-barred. Court affirms jurisdiction.

Posh Infrastructure Pvt. Ltd., M/s. Metal Tubes and Rolling Mills, Versus The Official Liquidator, The Regional Officer, MIDC,

Posh Infrastructure Pvt. Ltd., M/s. Metal Tubes and Rolling Mills, Versus The Official Liquidator, The Regional Officer, MIDC, - [2021] 224 Comp Cas 186 ... Issues Involved:1. Transfer of immovable property and payment of standard transfer charges.2. Extension of time for building completion.3. Recovery of differential premium and other charges by MIDC.4. Jurisdiction of the Company Court under Section 446(2) of the Companies Act, 1956.5. Nature of the agreement between Transpower Corporation and MIDC (lease vs. license).6. Limitation period for MIDC's claims.Detailed Analysis:1. Transfer of Immovable Property and Payment of Standard Transfer Charges:The applicant sought an order to transfer the immovable property (Plot No.B-16) in their name and pay standard transfer charges. The Court held that the transfer of leasehold rights from the company in liquidation to the applicant was an involuntary transfer and only standard transfer charges were applicable. The MIDC was directed to file an affidavit of proof of debt for claiming standard transfer charges, which the Official Liquidator would adjudicate.2. Extension of Time for Building Completion:The applicant requested an extension of time for building completion by two years from the date of transfer. The Court granted this extension, subject to the payment of extension charges as decided by the Official Liquidator. The MIDC was directed to file a claim for extension charges, which would be adjudicated by the Official Liquidator.3. Recovery of Differential Premium and Other Charges by MIDC:The MIDC claimed differential premium for the transfer from the partnership firm to the company in liquidation and from the company in liquidation to the applicant. The Court held that the claim for differential premium for the first transfer was barred by limitation, as more than 40 years had passed since the conversion of the partnership firm into a private limited company and more than 29 years since the conversion into a limited company. The Court also held that the transfer of leasehold rights by the Official Liquidator was an involuntary transfer, attracting only standard transfer charges and not differential premium.4. Jurisdiction of the Company Court under Section 446(2) of the Companies Act, 1956:The Court held that it had jurisdiction under Section 446(2) to decide any question arising in the course of winding up, including the issue of transfer charges and extension charges. The powers under Section 446(2) are wide enough to include the power to grant declarations and issue necessary directions related to the disposal of the property of the company in liquidation.5. Nature of the Agreement Between Transpower Corporation and MIDC (Lease vs. License):The Court analyzed whether the agreement between Transpower Corporation and MIDC was a lease or a license. It concluded that the agreement created a lease, as it allowed the creation of mortgage and possession of the plot for construction purposes. The intention of the parties, as evidenced by subsequent conduct and correspondence, indicated the creation of leasehold rights.6. Limitation Period for MIDC's Claims:The Court held that MIDC's claim for differential premium for the first transfer was barred by limitation, as no claim was made within the statutory period. The Court applied the principle that if a claim is not legally recoverable in a civil suit due to limitation, it cannot be entertained.Conclusion:The Court granted the applicant's request for the transfer of the property and extension of time for building completion, subject to the payment of standard transfer charges and extension charges as adjudicated by the Official Liquidator. The MIDC's claim for differential premium was rejected as time-barred, and the Court affirmed its jurisdiction to decide these matters under Section 446(2) of the Companies Act, 1956.