TaxTMI 
TaxTMI 
2008 (12) TMI 626
X X X X Extracts X X X X
X X X X Extracts X X X X
....was dealing in oil seeds in the name and style of M/s. A. Vinodchandra and Company, which is a proprietorship concern. The applicant was dealing in various kinds of oil seeds. M/s. Kengold (India) Ltd. and M/s. Growmore Solvent Ltd., were dealing in solvent and various type of oil seeds. The applicant had supplied to M/s. Growmore Solvent Ltd., oil seeds regularly up to the year 2002. At the end of the financial year 2002, in the running accounts of the applicant, an amount of Rs. 43,37,068 was shown due from M/s. Growmore Solvent Ltd. M/s. Growmore Solvent Ltd., and M/s. Kengold (India) Ltd., were merged under the order of this court. It is further submitted that despite repeated requests, M/s. Growmore Solvent Ltd., was unable to pay the amount due to the applicant. Hence, a committee was constituted for settling the dues of various debtors of M/s. Growmore Solvent Ltd. On 13-5-2002, the office bearers of M/s. Growmore Solvent Ltd., had executed an agreement to sell, possession note and power of attorney, by which the applicant had handed over the office premises in question. The account was settled towards consideration of the said office premises for an amount of Rs. 8,11,001. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ight, title or interest of whatsoever nature, upon the said property by virtue of any alleged documents, which are seriously disputed and objected by the AMCO Bank. It is further stated that the alleged transfer is in violation of the provisions of the Transfer of Property Act, 1882, the Bombay Stamp Act, 1958 and the Registration Act, 1908. AMCO Bank is the secured creditor of the company in liquidation and more particularly, qua the property in question and also the property situated at Block Nos. 254 (paiki) + 289 + 293 + 294 + 295 aggregating to 75,473 sq. mts. of Mouje Chharodi, Taluka Sanand, District Ahmedabad and, therefore, the said property is required to be put to sale by constituting the sale committee and the sale proceeds be disbursed to AMCO Bank. 5. The Official Liquidator has also filed his report on 22-7-2008. Mr. Mrugesh Jani, the learned advocate appearing for the Official Liquidator has submitted that by an order dated 16-6-2005, passed by this court in Company Petition No. 261 of 2004, the company was ordered to be wound up and the Official Liquidator attached to this court was appointed as the liquidator of the company with all usual powers under the provisi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....03. As per the knowledge of the applicant, pursuant to passing of the order of amalgamation on 23-12-1999, IDBI which was one of the secured creditors of the company filed its objection before the Registrar of Companies and due to such objection of the secured creditor, the Registrar of Companies did not take on record the order passed by this court under section 391/394 of the Companies Act, 1956. 7. Mr. Shah has further submitted that the applicant was neither aware about filing of Company Petition No. 76 of 1999 with Company Petition No. 75 of 1999 for amalgamation nor about passing of the aforesaid order dated 23-12-1999, by this court, at the time of entering into and executing the agreement to sell and other documents on 13-5-2002. M/s. Growmore Solvent Ltd., has continued its business till April 2003, i.e., the date when the order dated 23-12-1999, was taken on record by the Registrar of Companies and was given effect to. He has, therefore, submitted that M/s. Growmore Solvent Ltd., has continued its business even after 23-12-1999 and had contracted liability. Hence, it cannot be said that the agreement to sell dated 13-5-2002 and the ancillary documents executed by and bet....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... time and incurring considerable expenses, this court may under the provisions of section 536 of the Companies Act, 1956, direct the Official Liquidator to execute the sale deed in favour of the applicant as per the agreement to sell dated May 13, 2002. 10. Mr. Shah has alternatively submitted that the applicant may be permitted to lodge his claim with the Official Liquidator along with the documentary evidence, against the company in liquidation. 11. After having heard learned advocates appearing for the respective parties and after having gone through their pleadings, the court is of the view that since the agreement to sell was executed on 13-5-2002 and before that the company, namely, Growmore Solvent Ltd., was already amalgamated with Kengold (India) Ltd., on 23-12-1999 and the certified copy of the said order was filed with the Registrar of Companies, the said Growmore Solvent Ltd., ceased to remain in existence and the agreement entered into by the said company thereafter is null and void and no cognisance of the said agreement can be taken by the court. Even otherwise, the submission made by Mr. Shah that the Registrar of Companies has taken the said order on record in Ma....