Gujarat High Court
Official Liquidator Of Ardor ... vs Bank Of India on 5 September, 2018
Author: R.M.Chhaya
Bench: R.M.Chhaya
C/OLR/78/2018 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
R/OFFICIAL LIQUDATOR REPORT NO. 78 of 2018
In
COMPANY PETITION NO. 297 of 2016
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OFFICIAL LIQUIDATOR OF ARDOR INTERNATIONAL PRIVATE LIMITED
Versus
BANK OF INDIA
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Appearance:
MR JEET J BHATT(6154) for the PETITIONER(s) No. 1
NOTICE SERVED BY DS(5) for the RESPONDENT(s) No.
1,10,2,3,4,5,6,7,8,9
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CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA
Date : 05/09/2018
ORAL ORDER
Heard Mr.Jeet J. Bhatt, learned counsel for the applicant
- Official Liquidator. Though served, no one appears for the respondents.
2. By way of this report, the Official Liquidator has prayed for the following reliefs:-
"A) This Hon'ble Court may be pleased to fix-up the upset price and EMD for sale of the assets of the Company as mentioned in para-3 of this report or such other upset price and EMD, as may be considered appropriate by this Hon'ble Court.
B) This Hon'ble Court may also be pleased to direct the Official Liquidator to issue advertisement in newspapers namely in English Script in "Times of India", the English daily All Gujarat Editions whereas in vernacular language advertisement will be published in "Gujarat Samachar"
Gujarati Daily in All Gujarat Editions as well as Economic Times-English All India Circulation. for inviting offers for sale of assets of the Company or in such other newspapers as may be considered appropriate by this Hon'ble Court as mentioned in Para-4 of this report.
C) In view of fact stated in para 5 & 6 of this report, whether this Hon'ble Court would be pleased to permit the Official Liquidator to initiate e-auction proceedings through M/s. e-procurement Technologies Ltd., and kindly approve the terms and conditions dated 19.01.2018 of the Page 1 of 8 C/OLR/78/2018 ORDER e-auction company. The Hon'ble Court may also be pleased to direct the Official Liquidator to place outcome of auction proceedings before this Hon'ble Court by way of filing fresh report after receipt of the report of e auction agency for confirmation of sale or otherwise.
or This Hon'ble Court may kindly permit the Official Liquidator to place on record the bids/tender as may be received from prospective buyers in sealed cover in pursuant to the forth coming sale advertisement as may be permitted/directed by Hon'ble High Court in this regard.
D) This Hon'ble Court may be pleased to permit the Official Liquidator to release the payment of Advertising Agency on receipt of bill after advertisement from the funds of the Company in liquidation as stated in Para-7 of the report."
3. That, the above named Company has been ordered to be wound up by this Court vide order dated 06.12.2016 and 19.06.2017 and the Official Liquidator attached to this Court has been appointed as Official Liquidator of the Company and directed to take over the charge and possession of the assets and properties of the Company and to prepare an inventory of the office premises, books of accounts, and all other assets of the respondent Company.
4. It further appears that by order dated 05.05.2018 passed by this Court in Official Liquidator Report No.47 of 2018 in Company Petition No.297 of 2016, a Sale Committee was constituted for sale of assets of the Company (in Liqn.) subject to final order of this Court. The Sale Committee meeting was held on 22.05.2018 and valuation report was received in a sealed cover was shown to all members of the committee and the same was opened after taking initial & signature of all members. Hence, the valuation report submitted by Shri Niranjan C. Sheth, Govt. Approved Valuer was opened before the Sale Committee. On perusal of the same, it was observed that valuer vide his report dated 20.06.2017 received in Office on 17.07.2017 has submitted 3 Separate Valuation reports with reference to Property No.1. i.e Page 2 of 8 C/OLR/78/2018 ORDER Registered office of the Company comprising Unit D, Unit E and Unit F. i.e Property No.1. After discussion at length, the Assets Sale Committee has unanimously decided that composite upset price to be fixed of assets Unit D, E, and F, situated at M/s. Ardor International Private Limited (in Liqn.) along with Land building, Furniture Fixtures, terrace right etc. as per valuation report) shall be 80 Crores and EMD Shall be 10% of the same Subject to Permission and as per direction by Hon'ble High Court of Gujarat.
5. Further, as far as property No.2 is concerned, i.e. 4 (four) Residential Plots situated at Village Thaltej TaI- Dascroi, District, Ahmedabad-9 (Bopal), the valuation report dated 17.07.2017 opened and perused by members of Assets Sales Committee.
6. After discussion at length, the Assets Sales Committee has Unanimously decided to sell said property Separately as per the Market Value on "as is where is and whatever there is basis". It further transpires that the valuer is also directed to prepare Sketches and coloured Map with clear indication of access and roads approaching each plot separately, so that, at the time of site inspection, clarification can be provided to prospective buyers. However, thereafter, the office of Official Liquidator has received sketches and coloured Map on 04.06.2018 as prepared by the panel valuer.
7. In view of the above EMD and Upset Price of registered office situated at Ardo House, Mondeal Business Park, Beside Gurudwara, S.G. Road, Thaltej, Ahmedabad and residential plots situated at village Thaltej, Taluka Daskroi, District Ahmedabad (Bopal) as under:
Page 3 of 8 C/OLR/78/2018 ORDER Lot Description Upset Price EMD
No.I
1 Unit No. D Land 80,00,000,00/- 8.00.000.00/-
admeasuring 297.78
sq.mtrs. Along with
construction admeasuring
about 15,191, sq.ft in
Mondeal Business park,
Scheme along with
undivided pro land
admeasuring 373.41
sq.mtrs
Unit E Land admeasuring
274.45 sq.mtrs.
Alongwith construction
admeasuring about 14,289
sq.ft in Mondeal
Business park" scheme
along with undivided Pro
land adm. 351.24 sq.mtrs
Unit F Land admeasuring
274.45 sq.mtrs.
Alongwith construction
admeasuring about 14,289
sq.ft in Mondeal
Business park" scheme
along with undivided Pro
land adm. 351.24 sq.mtrs
of final Plot Nos.331,
179, 334/1, 335, 336,
339, 342/1. 350/1, and
337+338 of Draft TPS
No.50, total admeasuring
about 13,557/- sq.mtrss
mouje 13,557/- Taluka
Daskroi, Dist Ahmedabad,
with furniture &
fixtures with movable
assets "as is where is &
whatever there is
basis".
2 Composite Lot Total 80,00,000,00/- 8,00,000,00/-
(B) Property No.2 situated at "Four", adjoining Residential
Plots i.e. 5,6,7 & 8, village Thaltej, Taluka Dascroi,
District Ahmedabad - 9 (Bopal). On "as is where is whatever there is basis".
Page 4 of 8 C/OLR/78/2018 ORDERLot Description Upset Price EMD No. 1 Residential Plot No. 5, 9,15,57,750/- 91,55,775/-
admeasuring 1089,98 sq.mtrs along with Undiv SH adm.
130.79 sq.mtrs in the common road and common plot total admeasuring about 1220.77 sq.mtrs.
Residential Plot No. 6 9,18,86,250/- 91,88,625/- admeasuring 1093.89 sq.,mtrs alongwith Undiv SH admeasuring 130.26 sq.mtrs. In the common road and common plot, total admeasuring about 1225.15 sq.mtrs.
Residential Plot No. 7 7,36,09,250/- 73,60,925/- admeasuring 1008.74 sq.,mtrs alongwith Undiv SH admeasuring 123.71 sq.mtrs in the common road and common plot, total admeasuring about 1132.45 sq.mtrs.
Residential Plot No.8 admeasuring 1008.74 sq.,mtrs 6,79,47,000/- 67,94,700/- alongwith Undiv SH admeasuring 123.71 sq.mtrs in the common road and common plot, total admeasuring about 1132.45 sq.mtrs.
Of the Sch. Known as "Rudra Vatika", Savita Coop. Housing Society Ltd. Vibhag I, situated at Non Agricutlural Land bearing Survey No.476/1, 476/2, 477, 478/1, 479, 480/1, 481, 482/2, 482/1/ Sub Plot 2, FP 14-19, 37/4, 39/1, 39/3 & 43 TPS 214, village Thaltej, Taluka Daskroi, District Ahmedabad-9 Bopal.
2 Composite Lot 5, 6, 7 & 8 32,50,00,250/- 3,25,00,025/-
Total
8. It further appears that, further discussed was made regarding publication of advertisement for sale and the sale committee recommended that the advertisement may be published in widely circulated newspapers, vernacular language as well Page 5 of 8 C/OLR/78/2018 ORDER as in English language. The Official Liquidator further informed the members of the Sale Committee that none of the English Newspapers is providing the DAVP Rates to the office of the Official Liquidator. In this regard, secured creditors urged for wide publication as it is necessary to publish an advertisement in English Newspaper as well as in vernacular language, so that large number of buyers can participate in Auction for different properties. Therefore, it was recommended by the members of the Committee that the advertisement will be published in English Script in "Times of India", the English daily All Gujarat Editions whereas in vernacular language advertisement will be published in "Gujarat Samachar" Gujarati daily in all Gujarat Editions as well as Economic Times-English, all India Circulation.
9. From the report, it transpires that after discussion, the Sale Committee Members are of the view that the advertisement may be published in the newspaper for sale of Assets and Properties of the Company in Liquidation, which is as under:-
Sr. Name of the News Paper Edition
No.
1 Gujarat Samachar (Gujarati) All Gujarat circulation
2 Times of India English, All Gujarat
circulation
3 Economic Times (English) All India circulation
English,
10. It further reveals that representative of secured
creditors suggested to implement e-auction in the sale process through suitable e-auction agency for sale of assets and properties of the Company in liquidation. After due deliberation, it was decided that under provisions of Rule 273 read with Rule 9 of Companies (Court) Rules, 1959, the Official Liquidator will file report on the basis of recommendation made by Assets Sale Committee seeking permission of this Court for engagement of e-auction agency & e-auction of assets of the company in liquidation subject to Page 6 of 8 C/OLR/78/2018 ORDER approval of this Court. In this regard, the Official Liquidator has intimated that Government of India through Ministry of Corporate Affairs, vide its letter dated 04.12.2017 forwarded minutes of the meeting of the Official Liquidators held on 10th & 11th November, 2017, wherein Ministry has also emphasized to follow e-auction process from any agency after taking approval of this Court to sale of the assets of the Company in liquidation to enhance transparency in the entire sale process and increase realization for the properties of the Company in liquidation. In this connection, assets Sale Committee has taken note that this Court vide order dated 12-02-2018 passed in Official Liquidator's Report No.19 of 2018 in another matter of M/s.Sparta Cement & Infra Ltd. (in Liquidation) has approved the e-auction and empanelled M/s. e-procurement Technologies Ltd. as e-auction agency and also approved the Terms & Conditions dated 19-1- 2018 of said auction agency for the purpose of carryout e- auction of assets of the Company by the said auction agency. The Assets Sale Committee unanimously approved Terms & conditions dated 19-1-2018 and decided that M/s. e-procurement Technologies Ltd. may be engaged to carryout e-auction as per Terms & Conditions dated 19-1-2018 subject to approval and permission of this Court. The said terms & condition dated 19.01.2018 is already approved earlier by this Court vide order dated 12.02.2018 in the matter of M/s. Sparts Cement Pvt. Ltd (in liquiation) & also in few subsequent kind order.
11. It further transpires from the record of the report that, the valuer has submitted bills including around for all properties & requested for early payment as they already paid GST in this regard. However, the Official Liquidator has meager fund of Rs.50,433/- as on 21.05.2018. As regard to possible Expenditure of liquidation Process, it is observed that there may be an initial requirement of 20 (twenty) Lakhs rupees towards valuation charges, advertisements charges or E- Auction and Security of Property Charges etc. In this regard, Page 7 of 8 C/OLR/78/2018 ORDER Assets Sales Committee members decided that each secured creditor will contribute in pari passu with respect to 20 lakh (Twenty Lakh) on liquidation process expenditure. From the report, as per the say of the Official Liquidator, the lead bank will follow up and ensure early remittance of such liquidation expenditure within 15 days hereof. All Banks and Financial Institutions are individually responsible for Compliance of requirements of liquidation expenditure on priority as required under Rule 292(9) of Companies (Court) Rules, 1959.
12. Considering the aforesaid, schedule Programme for sale of the assets and properties of the Company (in liquidation) shall be as under:-
Sr. Particulars Dates
No.
1 Date of Advertisement 12th October, 2018
2 Date of issue of Tender Forms 16th October, 2018
3 Date of inspection of 22nd October, 2018
property between 11:30 am to
4:30 pm.
4 Last date of receipt of offer 23rd November, 2018
in the office of Official upto 4:00 pm Liquidator 5 Opening of offer and 28th November, 2018 auction/inter-se bidding in at 11:00 onwards the Hon'ble High Court of Gujarat, Sola Road, Ahmedabad.
Accordingly, present report is allowed in terms of para 8 (A), (B) & (C). As far as prayer prayed for in para 8(D) is concerned, the Official Liquidator shall file appropriate report before this Court after receiving the bill of advertising agency.
(R.M.CHHAYA, J.) SUCHIT Page 8 of 8