Gujarat High Court
Official Liquidator Of Zenet Software ... vs Dimple Pankajkumar on 29 November, 2013
Author: R.M.Chhaya
Bench: R.M.Chhaya
OFFICIAL LIQUIDATOR OF ZENET SOFTWARE LTD....Applicant(s)V/SDIMPLE PANKAJKUMAR SHUKLA....Respondent(s) O/OLR/29/2013 ORDER IN THE HIGH COURT OF GUJARAT AT AHMEDABAD OFFICIAL LIQUDATOR REPORT NO. 29 of 2013 In COMPANY APPLICATION NO. 559 of 2011 In COMPANY PETITION NO. 33 of 2009 ================================================================ OFFICIAL LIQUIDATOR OF ZENET SOFTWARE LTD....Applicant(s) Versus DIMPLE PANKAJKUMAR SHUKLA....Respondent(s) ================================================================ Appearance: OFFICIAL LIQUIDATOR for the PETITIONER(s) No. 1 MS AMEE YAJNIK, ADVOCATE for the Applicant(s) No. 1 MR DHARMESH V SHAH, ADVOCATE for the Respondent(s) No. 1 MR ANKIT N MEHTA, ADVOCATE for the Respondent(s) No. 1 ================================================================ CORAM: HONOURABLE MR.JUSTICE R.M.CHHAYA Date : 29/11/2013 ORAL ORDER
1. Heard Dr. Amee Yajnik, learned advocate for the Official Liquidator and Mr. Ankit N. Mehta, learned advocate for the respondent.
2. By this report, the applicant - Official Liquidator has prayed for the following reliefs:-
a. This Hon'ble Court may be pleased to permit the Official Liquidator to hand over possession of the Office premises No.5, B/1, Basement, Shaily House, Harihar Park, B/h. Rainbow Complex, Navrangpura, Ahmedabad to Smt. Dimple Pankajkumar Shukla on the basis of the title clearance certificate dated 10.11.2012 issued by Shri Paresh M. Parikh, Advocate, as stated para 8 herein above.
b. This Hon'ble Court may be pleased to permit the Official Liquidator hand over the articles lying in the said Regd. Office to landlord Dimple Pankajkumar Shukla for Rs.6000/-, in view of the facts and reasons are stated para 9 herein above.
Such other and further orders and directions as this Hon ble High Court may consider just and appropriate may also be passed.
In order to appreciate the prayers prayed for, the following facts emerged from the record of the report filed by the Official Liquidator. It appears from the record that by an order dated 4.4.2011 passed by this Court in Company Petition No.33 of 2009, M/s. Zenet Software Ltd. was ordered to be wound up. By the said order, the Official Liquidator was directed to take charge of assets of the said Company. It appears from the record that the premises situated at Office No.4, Basement, Shailey House, Harihar Park Society, B/h. Rainbow Complex, Nr. Old High Court Underbridge, Navrangpura, Ahmedabad, was the registered office of the Company in liquidation. The Official Liquidator has averred in the report that the Official Liquidator took possession of the said premises on 12.5.2011 after breaking the locks and applied seal.
4. It further appears that the Official Liquidator thereafter, filed a report being Official Liquidator Report No.131 of 2011 before this Court. This Court vide order dated 4.8.2011 directed the Official Liquidator to initiate the proceedings for sale of the said premises as the record indicates that the said property was the only property belonged to the Company. By the said order dated 4.8.2011, this Court also further permitted the Official Liquidator to constitute the Sale Committee which also included officer of this Court nominated by the Registrar General of the High Court as member of the Sale Committee.
5. The record further indicates that as per the order dated 4.8.2011, one Mr. G.S. Marepalli, Deputy Registrar of this Court was nominated by the Registrar General of this Court as member of the Sale Committee.
It further appears that by an application being Company Application No.559 of 2011, the respondent approached this Court with a prayer to hand over possession of the said property and contended that the said property is belonging to the respondent and in fact the Company in liquidation was a tenant in the said property. This Court (Coram:
K.M. Thaker, J.) vide order dated 16.2.2012 observed thus:-
3. The claim of the applicant is disputed by the Official Liquidator and the Official Liquidator has, so as to examine the veracity of the claim made by the applicant and the documents on which the applicant has relied, asked for the original documents. In this context, reference is required to be made to para 9 to 11 of the report dated 10th January 2012 which read thus:
9.
That, the Official Liquidator most respectfully submits that the applicant has annexed the copies of the Ahmedabad Municipal Corporation's Tax bills, the same is annexed by the present applicant in her application at Annexure-B. The Official Liquidator most respectfully submits that it appears from the copies of Municipal Tax Bills that owner of the property is Sect Anudan Non Trading Association and Mrs. Dimple P. Shukla i.e. applicant is occupier of the premises.
10. That, the Official Liquidator most respectfully submits that the applicant has also annexed the Licence Agreement entered into between Mrs. Vaishaliben D. Shah, Power of Attorney holder of Mrs. Dimple P. Shukla and Mr. Hemang Jayantilal Kadia as a Proprietor of M/s. Zenet Softward Ltd., the same is annexed by the present applicant in here application at Annexure C . In the said Licence Agreement the licensed premises is mentioned as Basement, Office No.5, Shailey House, B/h. Rainbow Complex, Navrangpura, Ahmedabad, whereas the registered office of the subject Company is Office No.4 of which the Official Liquidator has taken possession. That, the Official Liquidator most respectfully submits that the said Licence Agreement is not pertaining to the Office No.4, and it is also not registered.
11. That, the Official Liquidator most respectfully submits that the applicant has not annexed the relevant documents/papers i.e. share certificate, sale deed etc. which may establish that the Applicant is the owner of the said premises. In view of the above, this Hon'ble Court may pleased to direct the present applicant to submit the relevant documents/papers i.e. Share Certificate, Sale Deed etc. which may establish that the applicant is the owner of the said premises.
From the said details and submissions made by Ms. Yajnik, learned Advocate for Official Liquidator, it appears that the applicant herein has preferred present application before supplying necessary details to the Official Liquidator and also without supplying supporting documents and even without making any request to the Official Liquidator and that therefore the O.L. has not been able to examine the applicant's claim and give any response either accepting the applicant's claim or rejection the claim for appropriate reasons and on appropriate grounds.
5. In this view of the matter, Mr. Shah, learned Advocate has submitted that the applicant will supply all necessary documents which the O.L. may require for considering the applicant's claim. He also submitted that for the said purpose, the applicant would prefer to withdraw present application at this stage and instead supply necessary details with appropriate request to the O.L. He, however, clarified that if even after such process the O.L. does not entertain the claim then the liberty to the applicant may be kept open for approaching this Court in case of need.
6. The request of the applicant is accepted. The present application is allowed to be withdrawn. It is, however, clarified that even after examining the material the Official Liquidator, for reasons supplied to the applicant, does not accept the applicant's claim then the applicant may, if so advised, take out appropriate proceedings in accordance with law against the Official Liquidator. The liberty to the aforesaid extent is granted.
7. With the aforesaid clarification, the application is disposed of as withdrawn.
6. It further appears from the record that as per the directions issued by this Court vide order dated 16.2.2012, the respondent filed an application dated 30.6.2012 along with the affidavit and other necessary documents. It appears that on primary verification and scrutiny, the Official Liquidator requested the respondent to file further documents vide communication dated 19.7.2012 more particularly establishing the ownership of the respondent. The Official Liquidator has further averred in the report that in response to the communication dated 19.7.2012, the respondent, by a communication dated 27.7.2012, submitted sale deed as well as index of the said premises. On appreciating these documents, the Official Liquidator by a further letter dated 11.9.2012 asked for title clearance certificate from the respondent. The respondent vide communication dated 4.12.2012 submitted title clearance certificate issued by Mr. Paresh M. Parikh, advocate. The record of this report further indicates that even if the movables which were lying in the said premises were considered by the Sale Committee appointed by this Court in its meeting held on 4.10.2011, it appears that as per the decision taken by the Sale Committee, the respondent being landlord was offered those movables lying in the said premises at a sale price of Rs.6,000/-, to which, the respondent has agreed vide communication dated 20.2.2013. In view of these circumstances, the applicant has filed this report. It further appears from the record that as the report was filed based upon the title clearance certificate submitted by the respondent, this Court (Coram: K.M. Thaker, J.) passed the following order on 19.8.2013:-
Time is granted to the Official Liquidator to clarify as to whether possession of the premises No.4, B/1, Basement, Shaily House, Harihar Park, B/h. Rainbow Complex, Navrangpura, Ahmedabad, is taken by Official Liquidator or not, and whether Official Liquidator has got the title search of the two properties in question, by engaging services of solicitor/advocate for title search and for verifying the claim of the claimant as regards the property in question, carried out or not.
S.O. to 12.9.2013.
7. As per the order dated 19.8.2013, the Official Liquidator availed services of Mr. Chaitanya Joshi, one of the panel advocate for investigation for title of the said property. Mr. Joshi submitted title report dated 17.9.2013 and has opined as under:-
Conclusion:-
That upon thorough scrutiny of the documents available and also on basis of the search report from the aforesaid Office of Sub-Registrar, it appears that the said Office Premises No.4 & 5 are a part of a Commercial Building namely Shaily House and wherein the Basement Unit No.B/1 is under the exclusive ownership of Smt. Dimpleben Pankajkumar Shukla on basis of the registered sale deed in her favour as stated above. Further on basis of the Licence Agreement it is clear M/s. Zenet Software Ltd. (in liquidation) was only using the said Office Premises No.5 in Shaily House on rental basis. Hence, I conclude that M/s. Zenet Software Ltd. (in liquidation) does not have any right, title or interest in the said Office Premises.
8. It may further be noted that the title report submitted by Mr. Joshi is part of the record of this report which indicates that the property in question was purchased by the respondent by registered sale deed dated 13.5.2008 registered with the Sub-Registrar, Memnagar, Ahmedabad-3, vide No.7308/08. It further reveals from the annexures which are annexed to the title clearance certificate submitted by Mr. Joshi, the panel advocate of the Official Liquidator, that even in the record of the Corporation, property is shown in the name of the respondent.
9. Considering the averments made in the report and on perusal of the title clearance certificate submitted by Mr. Chaitanya Joshi and even the licence agreement as well as a copy of the sale deed which is part of the record of the title clearance certificate submitted by Mr. Joshi, the property situated at Office No.4, Basement, Shailey House, Harihar Park Society, B/h. Rainbow Complex, Nr. Old High Court Underbridge, Navrangpura, Ahmedabad, belongs to the respondent. Dr. Amee Yajnik, learned advocate for the Official Liquidator has submitted that the articles i.e. the movables which are lying in the said premises may be permitted to be given to the respondent as prayed for on the price so fixed by the Sale Committee as averred in the report.
10. Cumulatively, therefore, the report deserves to be accepted in terms of Para 13(a) and (b). The Official Liquidator shall carry out the same by 31.12.2013.
(R.M.CHHAYA, J.) mrp Page 10 of 10