TaxTMI 
TaxTMI 
TaxTMI 
1998 (9) TMI 477
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....rned Company Judge has also observed in the impugned order that they have no locus standi and that they can make their offers as and when the property of the company is subjected to sale. 2. In this view of the matter, we do not find that the applicants herein are either necessary or proper parties. Whereas they have nothing to do with the agreement which had been entered into by the appellants with the company in 1981 and the appellants in this appeal seek to agitate their right based on that agreement, these applicants are not required to be entertained even as interveners. We, therefore, do not find any force in these two Civil Applications, 157 of 1998 and 158 of 1998, and both these applications are, therefore, rejected at the very threshold. 3. So far as the main appeal is concerned, the learned counsel for the appellants has challenged the impugned order, dated 12-8-1998 on the ground that the appellants had entered into agreement with the company on 14-4-1981 and the company had agreed to sell to the applicants, the land in question at the rate of Rs. 54 per sq. yard as per the Satakat agreement, dated 14-4-1981 in pursuance of resolution passed by the company on 8-3-1975....
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....he court and this offer has been made without prejudice to their rights because according to them, on facts and in law, they are entitled to get the land in question at the rate as per the agreement to sell, i.e., at the rate of Rs. 54 per sq. yard, which had been agreed in 1981. It requires no mention that although agreement is of 14-4-1981, no steps were taken for enforcement of this agreement at any point of time - even till date, when the company was wound up by order, dated 30-9-1983, and even thereafter for many years until 1989 when the Company Application No. 263 of 1989 was moved in the pending Company Petition No. 59 of 1983. 5. It has to be agreed on all hands that under section 54 of the Transfer of Property Act, mere agreement to sell does not create any interest in the property. Therefore, on the basis of the agreement, dated 14-4-1981, the appellants cannot claim the disposition of the property in question to them in terms of the agreement in the present proceedings, and further that the company has already been wound up way back in 1983 and the official liquidator has already been appointed. 6. It is settled law that once the company has been wound up by the order....
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....e, section 536(2) cannot put any fetter against exercise of the power by the liquidator under section 457. 7. We have considered the aforesaid contentions raised by the appellant and we find that the provisions on which reliance has been placed cannot be read in isolation or to the exclusion of one another. These provisions are not mutually exclusive. Even if the liquidator exercises its powers under section 457, it has to adhere to other relevant provisions under the Act. It is certainly the case of disposition of the property and such disposition cannot be undertaken by the official liquidator by excluding the provisions of section 536(2). The appellants herein had not filed any civil suit for specific performance of the contract on the basis of the agreement, dated 14-4-1981. They are now seeking purchase of the property in question on the basis of that agreement, dated 14-4-1981 and for that purpose, even if they are prepared to pay the market value (which according to them is by way of concession) instead of rates agreed in 1981, they are certainly seeking an exclusive right to purchase properties in question in preference because of the agreement. Once winding up orders are ....
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....on a court as conclusive or sole guiding factor when the court finds that there are more than one parties ready to pay the price much higher than mentioned in the report of the valuer based on estimates. The learned Company Judge has rightly observed that the objective of realising best price can only be achieved by putting the property to public sale either by putting it to auction or inviting sealed offers. When it is proved as a positive fact before the court that the price estimated by the valuer is wholly inadequate, the court is not supposed to ignore the fact and yet act upon the valuer's report. In the facts of the present case, it was established before the Company Judge that in face of the price assessed and estimated by the valuer at the rate of Rs. 1,300 per sq. meter there were more than one applicants to offer at the rate of Rs. 3,200 per sq. meter which was nearly two and half times the price assessed by the valuer. By ignoring this aspect of the matter, if the property of the company is sold out on the basis of the valuer's report to a party which had entered into the agreement way back in 1981, and that too at this stage when the company had already been wound up i....
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....es an advantageous price or some such benefit which are likely to be profitable and, therefore, will increase the company's assets to be beneficial to the creditors. In this decision, the court has clearly expressed that it must be understood by the people making applications to the court that the court must be satisfied that the order will be for the benefit of all the company's creditors or that the proposed transactions are likely to benefit all creditors. It is not an adequate basis for an application for a validation order to say that one or two creditors who may be the petitioning or a supporting creditor, who are parties to the petition and who naturally want to be paid at once, consent to the making of such an order. The conclusion is that in considering whether to make a validating order, the court must always do its best to ensure that the interests of the unsecured creditors will not be prejudiced. In our considered opinion, the view taken by the learned Company Judge is in absolute conformity with this settled principles of law while dealing with the applications of this nature. Therefore, there is no scope for sustaining the arguments raised on behalf of the appellants....
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....urt at that time, the court had found that the rate of Rs. 150 per sq. mtr. was the maximum price which could be fetched. There was no material before the court other than the valuation report. It also appears that the matter had not been contested by the official liquidator at the time when the order, dated 12-9-1990 was passed and rightly so, because the rate of Rs. 150 per sq. mtr. was considered by the court at that time to be the maximum price which could be realised. Merely because the price was reached on the basis of valuation report in absence of any other material to show that the market value could be much more, it cannot be said that any principle was laid down by the court that the price estimated in the valuation report must be acted upon and adhered to by the court in every case-notwithstanding the other positive material on record to show that in the open market, the same property could fetch much higher price than what is estimated in the valuation report. We find that the principles on the basis of which the order, dated 12-9-1990 was passed is the same as has been applied by the learned Company Judge while passing the impugned order. Therefore, merely because in ....