Gujarat High Court
Hirabhai Hargovandas Patel & vs Respondent(S) on 12 September, 2017
Author: C.L.Soni
Bench: C.L. Soni
O/COMA/326/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 326 of 2015
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HIRABHAI HARGOVANDAS PATEL & 1....Applicant(s)
Versus
......Respondent(s)
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Appearance:
MR UDAYAN P VYAS, ADVOCATE for the Applicant(s) No. 1 - 2
MR. MANOJ T DANAK, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE MR.JUSTICE C.L. SONI
Date : 12/09/2017
ORAL ORDER
1. The present application is filed for convening the meetings as required by Section 391 of the the Companies Act, 1956 for revival of the company - Star of Gujarat Textile Mills Ltd. (In Liquidation) as per the scheme proposed in the application.
2. The Liquidator has also moved Official Liquidator Report No.60 of 2017 seeking following directions:
"(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-13 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 "Gujarat Samachar", Gujarati daily and "Business Standard"
English daily both in Ahmedabad Editions 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."
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As stated in the report, as per the last valuation of the assets / properties of the company by the approved valuer is Rs.55,21,64,040/- which was placed before the sale committee and the sale committee recommended for issuing advertisement subject to approval of this Court.
3. In the present application, the Liquidator has filed reports objecting to the grant of any prayer made in the present application on many grounds including that the present application is nothing but ruse to grab the huge vacant lands of the company. However, at the hearing of the application, it is submitted by learned advocate Mr.Vyas that there are bona fides on the part of the applicants in moving the scheme for revival of the company and to show such bona fides, the applicants are agreeable, especially the applicant No.2 - the Sponsor is agreeable to deposit an amount of Rs.40,00,00,000/-, if reasonable time is given to applicant No.2 to deposit such amount. Mr.Vyas submitted that the Liquidator though earlier made efforts to sell the assets / properties of the company by public auction by inviting tenders, however, there was no response and ultimately now the valuation of the assets of the company is stated to have come down and it may be possible that nobody may come forward to purchase the assets of the company in auction and as against such possibility, the applicants are willing to deposit Rs.40,00,00,000/-. Mr.Vyas submitted that the applicants have no objection if the Liquidator is allowed to proceed to invite tenders for sale of the assets / properties of the company. Mr.Vyas has tendered further affidavit of the applicant No.2. Paragraphs No.1 and 2 of the further affidavit reads as under:
"1. I state that I have filed the affidavit stating the fact that the Sponsor of the scheme, to show bonafide, is ready and willing to deposit Rs.26,22,73,460=00 so as to cover the dues to the workers and secured creditors. I state that the Official Liquidator has filed an OLR seeking the permission to conduct the auction Page 2 of 5 HC-NIC Page 2 of 5 Created On Sat Sep 16 17:04:22 IST 2017 O/COMA/326/2015 ORDER of the property of the Company in liquidation. I state that I have filed the scheme of revival of the Company in liquidation. I state that to show my bonafide I am willing to deposit Rs.40,00,00,000=00 in four installments as mentioned below and the same should be subject to outcome of the above captioned application.
Sr. Amount of Installments Date of Deposit
No. in Rs.
1 Rs. 7,00,00,000=00 On or before 15th
October 2017
2 Rs. 10,00,00,000=00 On or before 15th
November 2017
3 Rs. 10,00,00,000=00 On or before 15th
December, 2017
4 Rs. 13,00,00,000=00 On or before 15th
January, 2018
I state that if auction gets failed then in that eventually I pray this Hon'ble Court to convene the meeting as prayed for in the captioned company application.
2. I further humble state that the aforesaid amount be deposited by the Sponsor before the Registry of this Hon'ble Court and the said amount may be directed to be deposited in the FDR so as to earn the interest over the same. I state that if the scheme fails, the sponsor will be entitled to refund the said amount alongwith the interest."
As stated in the paragraph No.1 of the affidavit, the applicant No.2 desires to deposit Rs.40,00,00,000/-in four installments, payment of the last installment of Rs.13,00,00,000/- is shown to be made on or before 15th January, 2018. Mr.Vyas states that during the Page 3 of 5 HC-NIC Page 3 of 5 Created On Sat Sep 16 17:04:22 IST 2017 O/COMA/326/2015 ORDER above-said scheduled time-period for deposit of Rs.40,00,00,000/-, the Liquidator may be permitted to take appropriate action for the purpose of selling the assets / properties of the company by public auction. Mr.Vyas further states under the instructions of the applicants that if the applicants fail to pay any of the instalments within the time limit as stated in the further affidavit, the present application may be treated to have been rejected on account of non- payment of any of the four instalments within the time duration provided in the further affidavit.
4. Learned advocate Mr.Yadav appearing for the liquidators submitted that the applicants may be permitted to deposit Rs.40,00,00,000/- within the above-said time schedule subject to the rights and contentions of the parties including that of Liquidator and subject to such rights and contentions, the Liquidator may be permitted to take action as prayed for in Official Liquidator Report No.60 of 2017.
5. Learned advocate Mr.DS Vasavada appearing for the workers submitted that simply because the applicants of the present application are permitted to deposit Rs.40,00,00,000/-, such would not be a ground available to the applicants to get through their proposed scheme and deposit of Rs.40,00,00,000/- by them is subject to the rights and contentions of the parties in the present application.
6. In view of the above, the applicants are permitted to deposit Rs.40,00,00,000/- with the registry of this Court as per the above time schedule provided in the further affidavit filed by the applicant No.2. As and when the applicant No.2 deposits the amount of respective installment, the Registry shall invest such amount in the Fixed Deposit with State Bank of India, High Court Branch initially for a period of six months, which shall be subject to further order to be made by this Court in the present application.
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7. As agreed by learned advocate Mr.Vyas, deposit of
Rs.40,00,00,000/- shall be subject to the rights and contentions of the parties including the Official Liquidator. As further agreed by Mr.Vyas, it is directed that on applicants failing to deposit the amount of any of the instalments within the time schedule provided in the further affidavit, the present application shall stand rejected without any further order to be made on the application. As also agreed by learned advocate Mr.Vyas, during the time schedule for deposit of Rs.40,00,00,000/-by applicant No.2, the Official Liquidator is to be permitted to take steps / actions for the purpose of inviting tenders for sale of assets / properties of the company through public auctions.
8. With above order and the recording of the statement of Mr.Vyas, the present application stands adjourned to 23rd January, 2018.
(C.L.SONI, J.) Gupta* Page 5 of 5 HC-NIC Page 5 of 5 Created On Sat Sep 16 17:04:22 IST 2017