Telangana High Court
M/S. Sri Vishnupriya Industries Ltd. In ... vs Stressed Assets Stabilization Fund ... on 14 June, 2024
Author: T. Vinod Kumar
Bench: T. Vinod Kumar
THE HON'BLE SRI JUSTICE T. VINOD KUMAR
COMPANY APPLIATION No.8 of 2024
in
Company Petition No.168 of 2002
ORDER:
This application is filed under Sections 457 (1)(C) of the Companies Act, 1956 read with Rules 272 and 273 of the Companies (Court) Rules, 1959, for the following reliefs:
i) Approve the highest offer of M/s SYM Singhal Alloys for Rs.1,27,00,000/-(Rupees One Crore Twenty Seven Lakhs Only) in respect of Lot No.2 (Plant & Machinery, etc.) and directions may kindly be issued to deposit the balance sale consideration of Rs.1,18,40,000/-(Rupees One Crore Eighteen Lakhs Forty Thousand Only) after adjustment of EMD of Rs.8,60,000/- within a period of 30 days from the date of the Court order confirming the sale by this Court or within such time as decided by this Court;
ii) Confirm the Sale of assets for Lot No.2 (Plant & Machinery, etc.) in favour of M/s SYM Singhal Alloys subject to deposit of balance sale consideration as mentioned above within a period of 30 days from the date of the Court order confirming the sale by this Court or within such time as decided by this Court;
iii) Permit the Official Liquidator to handover the possession of assets of the company (in liqn) i.e., Lot No.2 to M/s SYM Singhal Alloys, the successful purchasers after receipt of entire sale consideration;
iv) Permit the Official Liquidator to refund the EMD amount of 2nd & 3rd highest bidders of Lot No.2 after receipt of balance sale consideration from M/s SYM Singhal Alloys, the successful purchaser;
v) As no offer is received for Lot No.1 (Land and Buildings, Civil works/Structures) the Official Liquidator may be permitted to sell such assets of the company in liquidation through e-auction on 'AS IS WHERE IS AND WHATSOEVER THERE IS BASIS' by fixing the following Reserve Price equal with distress sale value 10% of Reserve Price as EMD and Incremental Bid amount as decided in 2 the meeting of Asset Sale Committee comprising of Official Liquidator and all secured creditors held on 24 04 2024 which are as under:
Description of the Reserve Price Earnest Money Incremental bid assets (R.P) (EMD) amount Rs. in lakhs Rs. in lakhs Rs. in lakhs Land admeasuring Ac.41.09 Cents at various survey numbers along with Building, Civil Works /Structures 2662.00 267.00 2.00 situated factory premises at Panyam Village, Nandyal District, Andhra Pradesh After e-auction of the said assets/properties necessary permission may be granted to Assets Sale Committee comprising of the Official Liquidator and all Secured Creditors i.e., the respondents (R-1 to R-
6) herein to have negotiations with three (3) highest bidders participated in the e-auction to fetch maximum sale price, if necessary
vi) Permit the Official Liquidator to sell the above assets of the company in liquidation through e auction service provider viz., M/s e-Procurement Technologies Ltd. (auction Tiger.net) as per the minutes of the meeting of the Asset Sale Committee comprising of Official Liquidator and all secured creditors or M/s RailTel Corporation of India Limited or such other agency whoever provides the service at a lower price as this Court may deem fit and proper in this regard and to release the service charges to e-auction service provider out of funds available in Company's account;
vii) Consider and approve the draft e-auction Sale Notice, Terms and Conditions and Bid Form for sale of above assets of the company (In Liqn.,) which are annexed vide Annexure-'H';
viii) Permit the Official Liquidator to publish e-auction sale notice for sale of above assets of the company (In Liquidation) on 'AS IS WHERE IS AND WHATSOEVER THERE IS BASIS' in three newspapers namely (i) 'Economic Times' English Daily All India Editions (ii) 'Namaste Telangana' Telugu Daily in Telangana Editions (iii) 'Andhra Jyoti' Telugu Daily in Andhra Pradesh Editions at DAVP/Govt., rates or any other newspapers as may be 3 decided by this Court at DAVP /Govt rates and also permit the Official Liquidator to incur publication charges from and out of the funds available in the account of the company (In liqn);
ix) Permit the Official Liquidator to fix and receive Rs 2,000/-(Non refundable & non adjustable) towards participation fee from each intending bidder;
x) Permit the Official Liquidator to return the EMD of unsuccessful bidders after retaining the EMD of 1st, 2nd, and 3rd highest bidders participated in the e auction;
xi) Permit the Official Liquidator to amend/alter/modify the sale notice to be displayed on web portal as per the procedure/norms of the e auction service provider;
xii) Pass such further or other order or orders as this Court may deem fit and proper in the circumstances of the case.
2. Heard Sri J.Srinadh Reddy, learned Standing Counsel for the Official Liquidator, and perused the record.
3. This Court, by order dt.01.12.2003 made in C.P.No.168 of 2002, directed winding up of M/s.Sri Vishnupriya Industries Limited (Company-in-Liquidation) and appointed the Official Liquidator attached to this Court as it's Liquidator.
4. By order, dt.05.01.2024 in C.A.No.212 of 2023 in C.P.No.168 of 2002, this Court permitted the Official Liquidator to sell the assets of the Company (In Liqn.) through e-auction under 'three lots' on 'as is where is and whatsoever there is basis' by fixing the upset/reserved price at Rs.3327.00 lakhs for Lot No.1, Rs.86.00 lakhs for Lot No.2, and Rs.3413.00 lakhs for Lot No.3.
4
5. Learned Standing Counsel appearing on behalf of Official Liquidator submits that pursuant to the directions of this Court, dt.05.01.2024 in C.A.No.212 of 2023, a meeting of Assets Sale Committee comprising of Official Liquidator and Secured Creditors was conducted on 05.03.2024 and discussed the rates/fees quoted by M/s RailTel Corporation of India Limited and M/s e-Procurement Technologies Ltd.(auction Tiger.net), and since the amount quoted by M/s e-procurements Technologies Ltd.(Auction Tiger.net) is lower, the secured creditors suggested to utilize the services of M/s e-procurements Technologies Ltd.(Auction Tiger.net), and accordingly, the Official Liquidator has sent an e-mail, dt.06.03.2024, to M/s e- procurements Technologies Ltd.(Auction Tiger.net) to give acceptance for taking up the assignment of conducting e- auction of the sale of assets/properties of the subject property, which was accepted by the said company vide e-mail, dt.07.03.2024.
6. It is further submitted that the Official Liquidator had caused publication of e-auction sale notice on 12.03.2024 in three newspapers, and received bids from 13 bidders only with EMDs in respect of Lot No.2 alone, while in respect of Lot No.1 and Lot No.3, no bids were received.
7. It is further submitted that as per the information provided by the e-auction service provider, on 19.04.2024 the e-auction 5 of assets/properties of the subject company for Lot No.2 was conducted by M/s e-procurements Technologies Ltd.(Auction Tiger.net), and out of 13 intending bidders, 12 intending bidders were allowed to participate in the bidding process, and the intending bidder at Sl.No.13 was not allowed to participate as he did not submit the bid form, and in the e-auction conducted among 12 intending bidders, (3) intending bidders viz., SYM Singhal Alloys(Highest Bidder), J.K.Trading Corporation and Apexter Corporation increased their bid amount while the other (9) bidders did not increase their bid amount during the bidding process.
8. It is further submitted that the Assets Sale Committee comprising of Official Liquidator and all Secured Creditors, had opined that the sale of Lot No.2 (Plant & Machinery, etc., ) shall be confirmed in favour of the highest bidder i.e., M/s SYM Singhal Alloys, subject to approval of this Court.
9. Therefore, the Official Liquidator seeks permission of this Court to confirm the sale of Lot No.2 (Plant & Machinery, etc.,) in favour of the said highest bidder for Rs.1,27,00,000/-.
10. In view of the aforesaid submission and having regard to the reasons stated in the accompanying affidavit, the highest offer of Rs.1,27,00,000/- made by M/s SYM Singhal Alloys is accordingly accepted and the said successful bidder is directed to deposit the balance sale consideration of Rs.1,18,40,000/-, 6 after adjustment of EMD of Rs.8,60,000/-, within a period of 30 days from the date of receipt of a copy of this order. After deposit of such balance sale consideration, the Official Liquidator is permitted to execute sale/conveyance deed and handover the plant & machinery covered by Lot No.2 of the Tender Notification in favour of the successful bidder.
11. Further, since, no EMDs were received in respect of Lot No.1 and Lot No.3 pursuant to the e-auction as permitted by this Court, dt.05.01.2024 in C.A.No.212 of 2023, and having regard to the facts and circumstances of the case, the Official Liquidator is permitted to sell the assets/properties of the company-in-liquidation of two lots (Lot Nos.1 and 3) through e- auction on 'as is where is and whatsoever there is basis' by fixing the reserve price for each lot and 10% of the reserve price as EMD and incremental bid amount as decided in the creditors meeting held on 24.04.2024, as detailed in the affidavit annexed to this application. The draft e-auction sale notice and terms and conditions of sale of the above assets/properties as appended to the present application, are approved.
12. The Official Liquidator is permitted to publish e-auction sale notice for sale of above assets/properties of the Company- in-Liquidation of Lot No.1 and Lot No.3 in a) 'Economic Times', English Daily, All India Editions, (b) 'Namaste Telangana', Telugu Daily, covering Telangana and (c) 'Andhra Jyothi' Telugu 7 Daily, covering Andhra Pradesh and incur the publication charges from and out of the funds available account of the Company-in-Liquidation.
13. The other incidental prayers set-out in the application, are also granted.
14. Accordingly, this application is ordered. No costs.
_____________________ T. VINOD KUMAR, J 14th June, 2024 gra