Company Court jurisdiction in liquidation transfer disputes upheld; involuntary transfer attracted only standard charges, not differential premium.

Company Court jurisdiction under section 446(2) extended to questions arising in the winding up and transfer of a company asset, so the application for transfer and related charges was justiciable before the Company Court. The transfer through the Official Liquidator was treated as an involuntary transfer in liquidation, so differential premium was rejected and only standard transfer charges were payable. A stale demand relating to an earlier change in the allottee's name was barred by limitation. Extension charges were recoverable under MIDC policy for non-completion of the building within time, and the building-completion period was extended subject to payment of charges as determined through the Official Liquidator.

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Issues: (i) whether the Company Court had jurisdiction under section 446(2) of the Companies Act, 1956 to decide the applicant's prayer for transfer and related charges; (ii) whether MIDC was entitled to demand differential premium on the transfers or only standard transfer charges; and (iii) whether extension charges could be demanded and the time for building completion extended.

Issue (i): whether the Company Court had jurisdiction under section 446(2) of the Companies Act, 1956 to decide the applicant's prayer for transfer and related charges.

Analysis: The dispute concerned an asset of the company in liquidation and questions incidental to realization and transfer of that asset. The power under section 446(2) extends to questions of law and fact arising in the course of winding up. The matters raised by MIDC were therefore justiciable by the Company Court and did not require separate civil proceedings.

Conclusion: The issue was answered in favour of the applicant; the Company Court had jurisdiction to decide the application.

Issue (ii): whether MIDC was entitled to demand differential premium on the transfers or only standard transfer charges.

Analysis: The arrangement, surrounding correspondence, mortgage permission, and conduct of the parties showed that the plot carried transferable leasehold rights and not a mere bare licence. The first change in the name and constitution of the original allottee was known to MIDC long ago, and any demand on that score was held to be barred by limitation. The later transfer effected through the Official Liquidator under the authority of the Company Court was treated as an involuntary transfer in the course of winding up, attracting only standard transfer charges and not differential premium. The transfer was also treated as a formal transfer within the relevant MIDC circular framework.

Conclusion: The issue was answered partly in favour of the applicant and partly in favour of MIDC; differential premium was rejected, while only standard transfer charges were held payable.

Issue (iii): whether extension charges could be demanded and the time for building completion extended.

Analysis: The predecessor in title had not completed the building within the stipulated time and had itself sought further time. On the material before the Court, the MIDC was held entitled to recover extension charges in accordance with its policy and regulations. At the same time, the applicant was granted the relief of extension of time for completing the building, with quantification of the charges to be determined through the Official Liquidator.

Conclusion: The issue was answered against the applicant insofar as liability to extension charges was concerned, but in favour of the applicant insofar as time for completion was extended.

Final Conclusion: The application succeeded in substantial part: the transfer in favour of the applicant was permitted, differential premium was disallowed, standard transfer charges and extension charges were left for determination by the Official Liquidator, and the building-completion period was extended subject to payment of the charges so determined.

Ratio Decidendi: Questions relating to the realization and transfer of a company in liquidation's assets fall within the Company Court's winding-up jurisdiction, and a transfer made pursuant to a court-sanctioned sale in liquidation is an involuntary transfer attracting only the charges applicable to such transfers, while stale claims for pre-liquidation dues are barred by limitation.

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