TaxTMI 
TaxTMI 
2009 (11) TMI 501
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....3 it appears that from August-September, 2006, efforts were being made by the official liquidator (OL) under the control of the company court to dispose of the assets of the company in liquidation by issuing public notices inviting tenders in various newspapers, both at the National and State level having circulation, especially in the State of Punjab, State of Madhya Pradesh and published from all major metro cities of the country. As placed on record on February 25, 2008, a public notice was issued by the official liquidator pursuant to which on May 8, 2008, respondent No. 3 submitted its tender and deposited earnest money of Rs. 6 crores with the official liquidator. On May 28, 2008 the official liquidator filed O. L. R. No. 28 of 2008 intimating that for lot Nos. 1 and 2 highest bid from respondent No. 3 for a total sum of Rs. 15 crores for lot No. 1 and Rs. 10 crores for lot No. 2 were received. It appears that on June 23, 2008, one M/s. SPA Infrastructure P. Ltd., filed I. A. No. 6229 of 2008 seeking intervention to participate in the negotiations. On August 11, 2008, the company court allowed the said application and directed the said intervener to participate in the negotia....
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....nd M/s. Rohan Meta Chem made applications for recalling the order dated August 19, 2009, which came to be rejected by the learned company judge on October 8, 2009. 10. Company Appeal No. 8 of 2009 filed by M/s. Pargatsingh Dhindsa Land Developers P. Ltd. (hereinafter referred to as the "Pargatsingh") is directed against the three orders respectively passed by the learned company judge on May 6, 2009, August 19, 2009 and October 8, 2009. 11. It would be apposite to take note of Company Appeal No. 7 of 2009 preferred by Sukhchain Singh. Be it noted that Sukhchain Singh neither submitted any tender nor offered any bid pursuant to the public notice dated February 25, 2008, so also even while other interveners submitted the application before the learned company judge offering higher price, Sukhchain Singh at a later point of time appeared before the learned company judge and his application came up for hearing only after the sale was confirmed on August 19, 2009. It appears that challenging the order dated October 8, 2009, Sukhchain Singh has filed this appeal. At the outset we would reject the appeal of Sukhchain Singh because Sukhchain Singh had never offered any bid muchless h....
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....of the company judge. 14. Learned counsel referred to a Full Bench judgment in the matter of Punjab Co-operative Bank Ltd., Lahore v. Official Liquidators, Punjab Cotton Press Co. Ltd. reported in [1941] 11 Comp. Cas. 254 ; AIR 1941 Lahore 257. 15. In oppugnation to the said objection raised by Shri A. K. Chitley, learned senior counsel on behalf of respondent No. 3, Shri S. C. Bagadiya, learned senior counsel for the appellant submitted that the jurisdiction conferred upon the company judge is the original jurisdiction and since jurisdiction under article 226 of the Constitution of India is also an original jurisdiction and in the wake of the Madhya Pradesh Uchcha Nyayalaya (Khandpith Ko Appeal) Adhiniyam, 2005, an appeal having been prescribed from the original order passed by the learned single judge in exercise of original jurisdiction, in the same manner an appeal would lie before the Division Bench under section 483. Shri Bagadiya further submitted that the objection raised on behalf of respondent No. 3 is misconceived as section 483 provides the forum and the manner and conditions subject to which an appeal lies and to give effect to section 483 ibid clue should be dra....
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.... appeal. 17. Recently, the apex court in the matter of Karnataka State Financial Corporation v. N. Narasimahaiah [2008] 143 Comp. Cas. 176 ; [2008] 5 SCC 176, has observed that for interpreting a statute in a reasonable manner, the court must place itself in the chair of a reasonable legislator and make attempt to pose a question as to why one provision has been enacted and why one terminology has been used while inserting statutory provision. 18. It has further been held in the matter of Karnataka State Financial Corporation [2008] 143 Comp. Cas. 176 ; [2008] 5 SCC 176, that a statute must be interpreted having regard to the constitutional provisions as also human rights. 19. The rule of "beneficent construction" is a rule which applies when two view are possible. If the statute is unambiguous and clear then this rule has no application. However, when the statue contains anomalies as regards its operation, then certainly, the rule of "beneficent construction" would be available to the court to interpret the provision leaning towards "beneficent construction" to achieve the object underlying such statute. This view has been approved by the apex court in the matter of Manip....
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....tate of Council of Ayurvedic and Unani Medicine, AIR 2008 SC 595, the apex court had again commented that the court must always lean to the interpretation which is a reasonable one and discard a literal interpretation, which does not fit in with the scheme of the Act under construction. In the same judgment, their Lordships have cautioned that a construction of the statute causing injustice or even hardship or inconvenience is not required to be adopted unless the intention of the Legislature is such. 26. Regarding workability of a statute, it was held in K. P. Mohammed Salim v. CIT [2008] 300 ITR 302; [2008] 11 SCC 573, that provision must be construed in such a manner so as to make it workable and that construction should be avoided which makes it unworkable. 27. Before we advert to the rival contentions raised by learned senior counsel it would be apposite to consider the judgment in the matter of Punjab Co-operative Bank Ltd., Lahore [1941] 11 Comp. Cas. 254 ; AIR 1941 Lahore 257. 28. In the said case a petition under section 166 of the Indian Companies Act, 1913, was presented by a creditor of the Punjab Cotton Press Co. Ltd., and the High Court ordered the company to....
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....ppeal is to be preferred, nor does it prescribe any particular period of limitation for such appeals. It was further noticed that the section lays down in general terms that for such purposes the orders passed in the matter of winding up shall be treated as if they had been passed by the same court in cases within its ordinary jurisdiction. For determination of forum and conditions on which appeals from such orders would lie, their Lordships opined that they had to look outside the Companies Act. 31. It was further noticed that if the orders passed by the District Judge in winding up proceedings transferred to it under section 164 of the Indian Companies Act, 1913, an appeal would lie to the High Court under section 39 of the Punjab Courts Act and the period of limitation would be 90 days from the date of the order. 32. If, however, the winding up proceeding was before the single judge in the High Court under its original jurisdiction, the forum of appeal would be a Bench of two or more judges of the High Court under clause X of the Letters Patent. It was further noted that if the matter in winding up was being dealt with by a Bench of two or more judges no appeal would lie f....
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....ther we would prefer to adopt such construction which leans towards the workability of section 483 ibid. Thus, we hold that an appeal against an order of the learned company judge against orders passed in exercise of original jurisdiction would lie to a Division Bench and accordingly, we reject the preliminary objection raised by respondent No. 3. 35. Learned senior counsel for respondent No. 3 further raised an objection that the appeals having been preferred against orders dated May 6, 2009, August 19, 2009 and October 8, 2009, the appeals would be barred by limitation, because under article 117 of the Limitation Act period of 30 days is available. Learned counsel further contended that the above article applies to appeals under section 483, is clearly held in the matter of Punjab Co-operative Bank Ltd., Lahore [1941] 11 Comp. Cas. 254 ; AIR 1941 Lahore 257 and Dhobei Charan Sahu v. Official Liquidator of Sri Jagannath Industries Ltd., AIR 1963 Orissa 220. 36. It was further added by counsel for respondent No. 3 that no application for condonation of delay has been made, the question of entertaining the appeal does not arise and the question of limitation has to be determin....
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....ther in the course of winding up proceedings or in the course of an appeal before a confirmed sale could be set aside either resulting in order for re-sale or acceptance of a higher offer at the appellate stage. We would not like to burden our judgment with the number of decisions of the apex court which have already been considered in the matter of FCS Software Solutions Ltd. [2008] 144 Comp. Cas. 391; [2008] 10 SCC 440, suffice it to say that we have to consider the facts and circumstances of this case. 40. A perusal of order dated May 6, 2009, passed by the company judge shows that respondent No. 3 Shri Omji Infrastructure and Projects P. Ltd. had submitted its bid of Rs. 17 crores for lot No. 1 and Rs. 11 crores for lot No. 2 and had promptly deposited the earnest money of Rs. 6 crores on May 8, 2008. Thereafter, on June 23, 2008, one M/s. SPA Infrastructure P. Ltd., filed an application before the company judge seeking intervention to permit it to participate in the negotiation. On August 11, 2008, the learned company judge allowed the said application and permitted the said M/s. SPA Infrastructure P. Ltd., to participate in the negotiation. A meeting of the sale committee ....
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....crores + 18 per cent, of his original offer of Rs. 31 crores. If the appellant was so serious about its offer of Rs. 31 crores, in terms of the order dated May 6, 2009, the appellant could have deposited the earnest money of Rs. 6 crores and Rs. 5.58 crores (18 per cent, of Rs. 31 crores) as directed by the learned company judge. We would hasten to add that if the appellant was not satisfied with the said order passed by the learned company judge, the said order could have been challenged either in an appeal or an application ought to have been made before the learned company judge for recall and/or modification of the said order. However, no such steps were taken rather on August 19, 2009, when the matter was set down for hearing before the company judge no one appeared before the company judge on behalf of the appellant to press their offer leaving the learned company judge with no option except to reject their applications. Even after rejection of their applications offering a higher amount, no steps were taken because on August 19, 2009, itself the learned company judge had confirmed the sale and directed the official liquidator to hand over possession of the property of lot No....