TaxTMI 
TaxTMI 
2026 (3) TMI 1157
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.... been assigned before this Court on 18th April, 2024. Following the same, the above company petition being C.P. 233 of 2008 along with connected applications being C.A. 61 of 2019, C.A. 83 of 2021 and C.A. 386 of 2024 have been taken up for consideration by this Court. 2. C.A. 61 of 2019 is an application filed by Salasar Towers Pvt. Ltd., (in short, Salasar), inter alia, praying for a direction upon the official liquidator to sell 50 per cent of the proportionate undivided share in the land situated in the Kings Court, 46B, Chowringhee Road, Kolkata - 700071, along with twelve (12) flats being flat nos. 1, 5, 8, 9, 11, 12, 14, 17, 18, 19, 21 and 24, with eleven (11) garages, fourteen (14) servants' quarters (hereinafter referred to the "said property"), to Salasar at fair value with a further direction upon the official liquidator to transfer and/or convey 50 per cent of the said property to the extent owned by Dunlop India Limited (in liquidation) under a private treaty in favour of the Salasar pursuant to two several representations dated 15th July, 2019 and 19th August, 2019; as also for a direction upon the official liquidator to complete the entire process of sale of the s....
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....tion be disposed of expeditiously and the Assets Sale Committee was authorised to accept bids and complete the sale of properties of the company in liquidation which included the said premises. Still later on 15th September, 2003, by an order passed by the Hon'ble Company Court in a separate company proceedings being C.P. 214 of 2003, the scheme of amalgamation between Salasar Towers Pvt. Ltd. and the other agreement holder companies noted that all the rights and liabilities which had accrued under the respective agreement in favour of the agreement holder companies stood transferred to Salasar Towers Pvt. Ltd. The aforesaid order has, however, not been placed for consideration before this Court. When the aforesaid application being C.A. 61 of 2019 came up for consideration before a Coordinate Bench of this Court on 3rd February, 2021, the Coordinate Bench by an order of even date noting that Dunlop had huge debts and innumerable creditors, both secured and unsecured, and also noting that in public interest if the properties of Dunlop are sold, the same should be sold through public auction so that the highest possible price can be fetched, for the benefit of its creditors, directe....
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....nti Commercials Private Limited, a contributory of the company in liquidation, challenging the order dated 19th October, 2023, on the ground that the said order was passed without affording the appellant a right to represent. 7. The aforesaid appeal finally came to be disposed of by a judgment and order dated 19th December, 2023, inter alia, by observing that since essentially the challenge in the said appeal was in respect of the valuation made in the year 2000 pursuant to the sale notice, the appeal Court directed the official liquidator to have a fresh valuation of the property in question by a reputed and recognized valuer, and thereafter to publish the sale notice in the mode and manner provided therein. It was further provided that the matter shall thereafter, be placed before the Company Court by the official liquidator after process is complete, for confirmation of sale on the date to be specified in the sale notice. 8. Records would also reveal that Eyelid had since filed a suit before the learned 5th Bench, City Civil Court at Calcutta, which was registered as T.S. no. 2382 of 2023 against Salasar, inter alia, for a declaration of permanent and mandatory injunction,....
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.... support of this aforesaid contention, amongst other documents, money receipts, a letter dated 27th December, 2006 issued by Dunlop India Limited has been placed. The letter dated 25th September, 2006 issued by the company liquidation intimating Talbot and Company that their portion of the property at Kings Court has been sold in favour of the Eyelid and with a further request upon the said Talbot and Company to make future correspondences with Eyelid has also been relied on. Certain money receipts issued by Talbot and Company and Electricity Bills have also been disclosed. It has, however, been stated since, the subject property has now become onerous, the same should be disclaimed in favour of the Eyelid. Certain judgments have been relied on at the time of argument by Mr. Roy, while moving the C.A. 83 of 2021, however, subsequent to the application being C.A. 386 of 2024 being moved, such judgments have not been pressed. To maintain the records, the said judgments are noted below: i. In re Siddhpur Mills Co. Ltd. Ex-parte Relliance Textile Industries Ltd., reported in (1987) 61 Comp Cas 756. ii. Farokh S. Todywalla v. Official Liquidator of Vitta Mazda Ltd., re....
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....e year 2006. No explanation has been provided as to why specific performance of this particular agreement had not been sought for earlier. On the own showing of Eyelid, it did not make payment of the consideration and the transactions relied on by Eyelid are between India Finance Private Limited and Dunlop. Eyelid and India Finance Private Limited are both group companies of Dunlop, and the transaction disclosed by Eyelid is proof of the factum of money being siphoned though a circular transaction between Dunlop, Eyelid and India Finance Private Limited. To substantiate the same, balance sheet of Dunlop from 2010-11 mentioning Dadar Properties and Finance Private Limited, Eyelid and India Finance Private Limited as associate/ group companies of Dunlop, have been relied on. The financial statement of Eyelid mentions Dadar Properties and Finance Pvt Limited to be holding company of Eyelid. The View Director Master Data which shows various group companies of Dunlop in the same frame have also been disclosed in the affidavit in opposition filed by Salasar in connection with C.A. 83 of 2021, which has also been relied on by Mr. Banerji. This apart Mr. Banerji has also by placing relianc....
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.... of any sum of money; or (d) unprofitable contracts ; the liquidator of the company, notwithstanding that he has endeavoured to sell or has taken possession of the property, or exercised any act of ownership in relation thereto, or done anything in pursuance of the contract, may, with the leave of the Court and subject to the provisions of this section, by writing signed by him, at any time within twelve months after the commencement of the winding up or such extended period as may be allowed by the Court, disclaim the property : Provided that, where any such property has not come to the knowledge of the liquidator within one month after the commencement of the winding up, the power of disclaiming the property may be exercised at any time within twelve months after he has become aware thereof or such extended period as may be allowed by the Court. (2) The disclaimer shall operate to determine, as from the date of disclaimer, the rights, interest, and liabilities of the company, and the property of the company, in or in respect of the property disclaimed, but shall not, except so far as is necessary for the purpose of releasing the company and the property....
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....ny person claiming under the company, whether as under-lessee or as mortgagee or holder of a charge by way of demise, except upon the terms of making that person - (a) subject to the same liabilities and obligations as those to which the company was subject under the lease in respect of the property at the commencement of the winding up; or (b) if the Court thinks fit, subject only to the same liabilities and obligations as if the lease had been assigned to that person at that date; and in either event (if the case so requires) as if the lease had comprised only the property comprised in the vesting order; and any mortgagee or under-lessee declining to accept a vesting order upon such terms shall be excluded from all interest in and security upon the property, and, if there is no person claiming under the company who is willing to accept an order upon such terms, the Court shall have power to vest the estate and interest of the company in the property in any person liable, either personally or in a representative character, and either alone or jointly with the company, to perform the lessee's covenants in the lease, freed and discharged from all estat....
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....rties of the company in liquidation at Worli, Mumbai, Attapattu at Ambattur, Chennai, and Sahaganj at Hooghly, which was affirmed by the Deputy Official Liquidator on 5th March, 2020. By an order dated 8th January, 2021, a Coordinate Bench of this Court taking note of the averments made in the affidavit in support of the application for directions had allowed prayer 'A' of the summons for direction dated 8th December, 2020 by noting that prayer-B of summons shall be considered in a separate application. By referring to the above report, he has submitted that the official liquidator upon receipt of confirmation by the Kolkata Municipal Corporation that the property at 62A, Mirza Ghalib Street, Kolkata - 700016 is owned by the company in liquidation has taken possession of such property. The report records that the said property has also been taken possession by the official liquidator. 18. He has also drawn the attention of this Court tot the unregistered agreement dated 25th September, 2006 and contends that as per clause 3 of such agreement, execution of conveyance is simultaneously with or before handing over possession of the said unit to the purchaser. Having regard thereto,....
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....r a direction upon the official liquidator to execute registered deed of conveyance in respect of the half share at 46B, Chowringhee Road, Kolkata, in favour of Eyelid, in my view, cannot survive. This apart, in order to insist for a prayer for disclaimer, Eyelid has to establish its right at the first instance over in respect of property in question. Admittedly, when the official liquidator had visited the property in question, Eyelid was nowhere to be seen. The municipal records also do not recognise the presence of Eyelid. Though, the presence of Salasar is noted. Eyelid relies on an unregistered agreement for sale. It is well settled that an unregistered agreement for sale does not confer title. The judgment delivered in the case of Kanta Devi Berlia (supra), Suraj Lamp & Industries (supra), Ram Baran Prasad (supra), Narandas Karsondas (supra) and Ramesh Chand (supra) are relied on. This apart, though, Eyelid has claimed the agreement for sale is backed up with a consideration of Rs. 8 Crores, such payment on the own showing of Eyelid was not directly paid by Eyelid. The transactions relied on as has been disclosed in an affidavit in reply affirmed by one Ritabrata Adak on 16th....
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....n control of the company. Ruias claimed, they got control through purchase of controlling block of shares. Be that as it may, Ruias came in control of both the factories at Sahaganj in the State of West Bengal and Ambattur in the State of Tamil Nadu. Intially Ruias opened the Sahaganj factory and started manufacturing process at least, it was claimed so. Ambattur unit was however functioning. It now appears, during the period when matter was pending before the BIFR or so soon thereafter four valuable properties having an estimated value of Rs.2300 crores were surreptitiously transferred. The management wanted to avoid the restrictions of Section 22 of the Sick Industrial Companies Act, 1985, window dressed the accounts showing the net worth of the company positive and thus came out of the fold of BIFR. The management neither paid the creditors nor the workers. Both the units were shut down in course of time. The creditors started making application for winding up since 2008. There had been earlier winding up petitions that were kept in abeyance in view of pendency of the proceeding before the BIFR. For some time the company also enjoyed the benefit of relief undertaking under the S....