Bombay High Court
Maharashtra Agro Industries ... vs The Official Liquidator,High ... on 4 April, 2022
Author: Madhav J. Jamdar
Bench: G.S. Patel, Madhav J. Jamdar
27-OSAPPL-29-2019+.DOC
Shephali
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
APPEAL (L) NO. 29 OF 2019
IN
OFFICIAL LIQUIDATOR'S REPORT NO. 444 OF 2016
Maharashtra Agro Industries Development ...Appellant
Corporation Ltd
Versus
The Official Liquidator, High Court, Bombay & ...Respondents
Ors
WITH
APPEAL (L) NO. 30 OF 2019
IN
OFFICIAL LIQUIDATOR'S REPORT NO. 205 OF 2018
SHEPHALI
SANJAY Maharashtra Agro Industries Development ...Appellant
MORMARE
Digitally signed by
Corporation Ltd
SHEPHALI
SANJAY
MORMARE
Versus
Date: 2022.04.05
12:47:45 +0530 The Official Liquidator, High Court, Bombay & ...Respondents
Ors
Mr DD Madon, Senior Advocate, with Mahesh A Shukla & Niraj
Prajapati, for the Appellants.
Mr Shanay Shah, i/b Sapana Rachure, for Respondent No. 1.
Mr Ashish Gabhale, i/b Jay & Co, for Respondent No. 2.
Page 1 of 4
4th April 2022
27-OSAPPL-29-2019+.DOC
CORAM G.S. Patel &
Madhav J. Jamdar, JJ.
DATED: 4th April 2022 PC:-
1. The Appeals assail an order of 24th October 2018 which disposed of an Official Liquidator's Report No. 444 of 2016 and a Company Application No. 205 of 2018.
2. To put the parties into perspective, the company in liquidation is Alliance Agro India Limited. The Petitioning Creditor is a State Government corporation, Maharashtra Agro Industries Development Corporation Limited. Apparently, the Maharashtra Agro played a role in setting up Alliance Agro. The liquidator having been appointed, two lots was sought to be put to auction. Three attempts by the liquidator did not succeed. The lots in question are MIDC plot No. A-1 of Katol Industrial Estate of MIDC, Dongargaon, Tehsil Katol, District-Nagpur, admeasuring 40,000 sq. mtrs along with a building, plant and machinery. The two lots are, respectively, the land and the building or the immovables and the plant and machinery.
3. Before the learned Single Judge, Maharashtra Agro filed Company Application No. 205 of 2018 saying that although the liquidator had attempted to auction these lots, this should not be permitted further because it was Maharashtra Agro which was the original vendor or transferor of these assets and the absolute owner of both lots (i.e. the land and building as also plant and machinery).
Page 2 of 44th April 2022 27-OSAPPL-29-2019+.DOC
4. The impugned order notes that there were three attempts to sell "the assets of the company including the two lots". Seven years had passed since the Petition was presented. Three attempts had been made to sell the lots without any objection from Maharashtra Agro. The order noted that the process for sale of assets in liquidation included these two Katol assets. An order was made on 2nd August 2012 directing that sale. Maharashtra Agro was present at that time. It did not object. In fact, it even participated in the earlier unsuccessful attempts.
5. The only difficulty is that the Company Application No. 205 of 2018 does not seem to have been decided on merits, i.e. on the question of whether or not the Maharashtra Agro is in fact the owner of these two lots or whether the two lots are actually assets of the company in liquidation and can therefore properly be put to sale in liquidation. Obviously, if Maharashtra Agro is correct, the two lots cannot be sold in liquidation. This assessment on merits of the rival contentions in Company Application No. 205 of 2018 seems to have been missed.
6. We are informed that four years later those two assets have still not been sold despite multiple attempts. There is no prejudice therefore caused.
7. We would require the learned Single Judge currently holding the company roster to consider Company Application No. 205 of 2018 on merits. Obviously, the fate of Official Liquidator's Report No. 444 of 2016 will depend on the outcome of Company Page 3 of 4 4th April 2022 27-OSAPPL-29-2019+.DOC Application of 205 of 2018. To clarify: if Maharashtra Agro shows that it is the owner of the two assets, the OLR to the extent that it seeks leave to further sell those Katol assets must necessary fail. If Alliance Agro/Liquidator are able to show that the two Katol assets are assets of Alliance Agro, then obviously the necessary order will have to be made on Official Liquidator's Report No. 444 of 2016. Thus, the learned Single Judge is requested to take both matters together.
8. We specifically leave open all contentions on both sides including any arguments based on conduct of one or the other parties and as to whether a determination of title can be made in a Company Application or would require a substantive Suit on title.
9. The additional complication in all this is that neither Maharashtra Agro nor Alliance Agro can really be said to the "owner of the land" for it is MIDC that is the owner of the plot although not of the building, plant and machinery. What implications this will have for the Company Application is left open for the learned single Judge to consider.
10. The Appeals are disposed of in these terms.
(Madhav J. Jamdar, J) (G. S. Patel, J)
Page 4 of 4
4th April 2022