Bombay High Court
Saraswat Co-Operative Bank Ltd., ... vs Chandrakant Maganlal Shah And Ors. on 31 July, 2001
Equivalent citations: AIR2002BOM203, [2003]113COMPCAS502(BOM), 2002(1)MHLJ581, AIR 2002 BOMBAY 203, 2002 CLC 493 (BOM), (2002) 1 ALLMR 1021 (BOM), 2002 (1) ALL MR 1021, (2002) 1 MAH LJ 581, (2002) 2 RENTLR 62, (2003) 113 COMCAS 502, (2002) 1 COMLJ 417, 2002 (2) BOM LR 177, 2002 BOM LR 2 177
Author: Nishita Mhatre
Bench: B.N. Srikrishna, Nishita Mhatre
JUDGMENT Smt. Nishita Mhatre, J.
1. The facts involved in all these appeals are the same and, therefore, it would be convenient to decide them together. Appeal No. 518 of 2000 and Appeal No. 519 of 2000 are directed against the judgment of the Company Judge allowing Company Application No. 517 of 1999 in Company Petition No. 588 of 1991 requiring the Official Liquidator to hand over vacant possession of the land and factory premises of the Company in liquidation to the landlord. Letters Patent Appeal No. 125 of 1993 is directed against the order of the learned Single Judge dated 4th August 1993 in Writ Petition No. 2369 of 1993 dismissing the Writ Petition summarily.
2. Appellant in Appeal No. 518 of 2000 and Respondent No. 3 in Appeal No. 519 of 2000 is the Saraswat Co-operative Bank Limited (hereinafter referred to as "the Bank"). Appellant in Appeal No. 519 of 2000 and Respondent No. 3 in Appeal No. 518 of 2000 is the Special Recovery Officer. Receiver for M/s. Delmot Engineering Pvt. Ltd. Respondent No. 1 in both the Appeals is the Petitioner in Company Petition No. 588 of 1991. Respondent No. 2 in both the Appeals is M/s. Delmot Engineering Pvt. Ltd, (hereinafter referred to as "the Company"). Respondent No. 4 in both the Appeals is the landlord, who had leased his premises to the Company (hereinafter referred to as "the landlord"). The Bank has filed Letters Patent Appeal No. 125 of 1993 against the landlord and the Company. The other two Respondents in the Letters Patent Appeal are formal parties.
3. The short question which arises for determination in these Appeals is whether tenancy rights of a Company in liquidation are capable of being transferred, assigned or attached.
4. The landlord leased land admeasuring approximately 9779 square yards on 27th November 1975 to the Company. On 30th April 1996, Special Civil Suit No. 163 of 1986 was filed before the Civil Judge, Senior Division, Thane by the landlord for eviction of the Company. A Written Statement was filed by the Company, wherein it was pleaded that by reason of Section 28 of the Bombay Rents, Hotel and Lodging House Rates Control Act, 1947 (hereinafter referred to as the "Rent Act") the Civil Judge, Senior Division, Thane had no jurisdiction to try the Suit. On llth March 1992, the Bank filed a Dispute under Section 91 of the Maharashtra Co-operative Societies Act, 1960 against the-Company and its Directors claiming an amount of Rs. 80.11 lakhs with interest thereupon. The Bank claimed that it had advanced this amount by way of loans against the security of charge against the plant, machinery and leasehold rights of the Company. An ex-parte ad-interim injunction was granted by the Co-operative Court on the same day restraining the Company from alienating its assets. A Commissioner was appointed by the Co-operative Court to make an inventory of the assets of the Company. The Report submitted by the Commissioner discloses that the movables in the factory premises were worth Rs. 5 to 6 lakhs. On 4th December 1992, the Cooperative Court ordered attachment before judgment of the tenancy rights of the land and factory premises at Mira-Bhayandar Road, District Thane and goodwill of the Company. The Co-operative Court appointed a Receiver on 11th December, 1992 in respect of the land and factory premises. The Receiver took possession of the same on 12th December 1992.
5. The Bank made an application for being added as a party to the Special Civil Suit No. 163 of 1986 pending before the Civil Judge, Senior Division, thane. This application was rejected on 6th April 1993. Aggrieved by this, the Bank filed Writ Petition No. 1913 of 1993 which was rejected on 3rd August, 1993 holding specifically that there was no assignment of tenancy rights by the Company to the Bank. Letters Patent Appeal No. 124 of 1993 filed there against was also rejected.
6. In the meantime, the landlord filed Appeal No. 57 of 1993 on 15th June, 1993 against the order of the Co-operative Court directing attachment before judgment and appointment of Receiver in respect of the land and factory premises of the Company. The Appellate Court modified the order of the Co-operative Court by directing the Company to furnish adequate security and restricting the appointment of the Receiver only to the movable property of the Company.
7. Being aggrieved by the order of the Co-operative Appellate Court, the Bank filed Writ Petition No. 2369 of 1993. Similarly, Writ Petition No. 2509 of 1993 was filed by the landlord against the-same order of the Cooperative Appellate Court. The Writ Petitions were rejected, but the order of attachment before judgment was limited only to the plant and machinery and movables of the Company. While rejecting Writ Petition No. 2369 of 1993, the learned Single Judge (S. W. Puranik, J.) specifically noted that the learned Counsel for the Petitioner (the Bank herein) conceded "that there has been an error in stating that the immovable property was also mortgaged with the Bank and he averred that apart from movable property belonging to Respondent No. 2, there are no other securities except promissory notes". The learned Single Judge was of the view that because of a wrong annexure filed by the Bank, the Co-operative Court had erroneously ordered attachment of the tenancy rights over the land and building of the factory of the Company which he found to have been rightly modified. The learned Single Judge also found that, on the face of the record, the Bank had no privity of the contract with the property of the Company and that it was admitted that the credit facility totalling to about Rs. 80 lakhs and odd had been granted to the Company on the hypothecation of the movable property of the Company. The learned Single Judge was, therefore, of the view that attachment of immovable property of the Company was totally erroneous and without jurisdiction. In the result, the learned Single Judge upheld the order of the Cooperative Appellate Court modifying the injunction granted by the trial Court restricting the appointment of the Court Receiver only to the movable and plant and machinery belonging to the Company and dismissed the Writ Petition.
8. The Bank's stand that failure to furnish adequate security would revive the attachment order of the trial Court was repelled by a clarification issued by the learned Single Judge (S. W. Puranik, J.) vide his order dated 4th August 1993 in the following words :--
"Though as stated in paragraph 8 of its order the Appeal Court has categorically observed that the Attachment will not be with regard to the tenancy right or the immovable property belonging to the Petitioner-Appellant yet, an impression is created by this pan of the operative Order as if on non-furnishing of adequate security, the original attachment order would be revived. This would be totally wrong. It is therefore, clarified that on failure to furnish adequate security to the trial Court within 2 months, order of Attachment before judgment shall be effected only with regard to the Plant and Machinery and movables belonging to 2nd Respondent."
9. Letters Patent Appeal No. 125 of 1993 was filed by the Bank against the order rejecting Writ Petition No. 2369 of 1993, and admitted by the Division Bench of this Court. The Bank had moved Civil Application No. 4151 of 1993 therein praying vide prayer Clause (a) that the judgment dated 4th August 1993 in Writ Petition No. 2369 of 1993 and the order dated 15th June 1993 in Appeal No. 57 of 1993 may be stayed pending the hearing and final disposal of the Letters Patent Appeal. The Division Bench disposed of the said Civil Application by granting interim relief in terms of prayer Clause (a) only vide its order dated 29th September 1993. As a result of the stay order granted by the Division Bench, the Receiver appointed by the Cooperative Court continued.
10. Company Petition No. 588 of 1991 filed by Respondent No. 1, one of the Company's creditors, was admitted on 17th June 1993.
11. On 11th October 1994, the Company was ordered to be wound up in Company Petition No. 588 of 1991. The Official Liquidator submitted his Report to the Company Judge on 18th March 1999 seeking a direction against the Receiver to hand over the land and factory premises, plant and machinery of the Company in liquidation to him. This Report was opposed by the Bank by filing their affidavit-in-reply on 23rd April 1999. On 23rd July 1999, this Court (S. Radhakrishnan, J.) directed the Official Liquidator to invite claims of other creditors, if any.
12. The landlord preferred Company Application No. 517 of 1999 on 24th August 1999 seeking a direction against the Official Liquidator to hand over the land and factory premises of the Company in liquidation to the landlord. The Bank opposed this Application, by their reply on 14th October 1999, on the ground that it was a major creditor of the Company and had to receive a sum of Rs. 80 lakhs together with interest thereon and returning the factory premises to the landlord would defeat its claim against the Company. On an application made by the landlord, the Bank and the Receiver were impleaded as parties to the Company Application of the landlord. On 1st March 2000, the Receiver was directed to hand over the land and factory premises to the Official Liquidator, who in turn was directed to unconditionally surrender the premises to the landlord. It is this order, which has been impugned in the Appeals filed by the Bank and the Receiver, respectively, in Appeal No. 518 of 2000 and Appeal No. 519 of 2000.
13. Dr. Naik, learned Counsel for the Bank as well as the Receiver, urged firstly that the right of a statutory tenant is an estate which can be assigned or attached and sold. He, therefore, urges that the finding of the learned Single Judge in the order under Appeal that there was no estate of the Company which was capable of being attached and sold is erroneous. Secondly, Dr. Naik contended that as long as the order of the Division Bench dated 15th June 1993 made in Letters Patent Appeal No. 125 of 1993 was operative, the Company Judge had no jurisdiction and could not have directed the Liquidator to take over charge of the assets of the Company contrary to the directions of the Division Bench. It is pointed out that, when the learned Company Judge heard the Judge's Summons the Co-operative Appellate Court's order dated 15th June 1993 and the learned Single Judge's order dated 4th August 1993 had both been stayed and, therefore, it is urged that the learned Company Judge has acted contrary to the binding order of the Division Bench.
14. He referred to a number of authorities in support of the contention to which we shall shortly advert.
15. The Liquidator appeared before the learned Company Judge in person and stated that the premises in question were not required for beneficial winding up of the Company and, therefore, he had no objection if the premises were to be surrendered to the landlord. He reiterated the same stand before us.
16. Ms. Ankleseria, learned Counsel for the landlord, pointed out that, from 12th December 1992 when the Receiver took charge, as indicated in the Report of the Receiver, there was no business being carried out by the Company and that the Receiver had locked up the premises throughout to the knowledge of the Bank. Ms. Ankleseria brought to our notice a statement made in Writ Petition No. 2369 of 1993 to the effect that the Company was a going concern, which according to her, is false to the knowledge of the Bank. She urged that it was based on this false and misleading statement in Writ Petition No. 2369 of 1993 that Letters Patent Appeal No. 125 of 1993 was admitted and interim orders obtained therein. In her submission, the Official Liquidator's Report dated 18th March, 1999 and the Minutes of the Meeting held on 3rd January 1995 annexed at Exhibit "A" thereto, leave no manner of doubt that the Company was not a going concern. She also urged that, even assuming that tenancy rights of immovable property were capable of being assigned or attached by an order of the Court, the order made by the Cooperative Court attaching the tenancy rights was absolutely unwarranted and unfounded. She urges that under Section 156 of the Maharashtra Co-operative Societies Act, 1960, the Co-operative Court is entitled to attach the property of a debtor, but the principles applicable thereunder would be the same as under Order 38 of the Civil Procedure Code. She contends that not a single ground had been made out before the Appellate Court and, therefore, on that ground also the attachment before judgment was bad. She contends that inasmuch as the landlord was not a party to the order made by the Cooperative Court or any further proceedings, these aspects of the matter could not have been urged by the landlord, that the Court may consider these aspects of the matter while deciding Letters Patent Appeal No. 125 of 1993.
17. Taking up the first contention of Dr. Naik, it is not disputed by him that, as a general rule, the right of statutory tenant under the Rent Act is not capable of transfer or assignment, but that there are two exceptions to this. The first is that this right has been recognised to be inheritable in the event of the death of the statutory tenant. He cited the judgment in Gian Devi Anand v. Jeevan Kumar and Ors., , in support. There is no doubt that in this case the Supreme Court took the view that even the right of statutory tenancy i.e. the right of a tenant to hold on to the possession of the rented premises even after the termination of the contractual tenancy was heritable on the death of a statutory tenant, both in the case of commercial tenancy as well as residential tenancy. The Supreme Court held that in the absence of any provision regulating the right of inheritance and the manner and extent thereof and in the absence of any condition stipulated with regard to the devolution of tenancy rights on the death of a tenant, the devolution of tenancy rights must necessarily be in accordance with the ordinary law of succession. It was also held that there was hardly any distinction between contractual tenancy and statutory tenancy in this regard.
18. The judgment of the Supreme Court in Chandavarkar Sita Ratna Rao v. Ashalata S. Guram, AIR 1987 SC 7/7, was also cited in support. In this judgment, the Supreme Court held that no distinction could be made between a statutory tenant and a contractual tenant; that the statutory tenant was in the same position as the contractual tenant until the decree for eviction was passed against him and the rights of the contractual tenant included the right to create licence. If such a licence was created before 1st February 1973, the licensee by reason of Section 15A of the Act must be held to continue to be a tenant of the landlord in respect of the rented premises.
19. In Kalyanji Gangadhar Bhagal v. Virji Bharmal and Anr., , the Supreme Court held that Gian Anand's case (supra) had taken the view that a right of a contractual tenant were heritable, the Supreme Court in Kalyanji's case (supra) reiterated this view but had to consider whether the tenant could claim the benefit of the proviso to Section 15 of the Rent Act. On facts, the Supreme Court, however, held that since the case before it admittedly was a case of transfer of stock-in-trade and goodwill, the transfer or assignment in favour of the contesting Respondent was in the entire interest of transfer of stock-in-trade and the goodwill of leasehold premises together with the business and the goodwill thereof and that the benefit of the proviso to Section 15(1) would be applicable even in the case of a statutory tenant.
20. Finally, reliance was also placed by Dr. Naik on the judgment of the Supreme Court in Union Bank of India v. Official Liquidator H. C. of Calcutta and Ors., , and the judgment of this Court in Union Bank of India v. Mittersain Rupchand and Ors., . The judgment of this Court in Union Bank (supra) merely holds that under Section 15 of the Rent Act the prohibition against sub-letting or transfer or assignment of leasehold interest is not absolute because it is always open to the parties to contract to the contrary; that Section 15 nowhere provides dial the transfer shall be void and that the proviso to Section 15(1) confers power on the State Government by Notification to permit transfer of such interest. In this view of the matter, the Division Bench of this Court took the view that, in the absence of total prohibition of transfer of leasehold interest in respect of the non-residential premises, it is not correct to suggest that the lessee of such premises does not hold saleable property or does not hold disposing power in respect of such interest and, therefore, there is no bar whatsoever under Section 15(1) to attach and sell the leasehold interest of the lessee in a premises leased out for non-residential purpose. In Appeal, the Supreme Court in its judgment in Union Bank (supra), held that the facts before it disclosed that since 1980 the Company had been closed and there was no question of selling the Company's assets as a going concern; that without ascertaining whether it was possible to revive the Company under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, there was no basis for the Company Judge to hold that the Company could be revived so that the employees could be reinstated in service, by giving them re-employment. Thus, the exercise of straight away directing the property to be sold as a going concern was totally baseless and unjustified. The Supreme Court also took the view that valuation was not done properly and in the result allowed the Appeal of the Bank and set aside the order of the Company Judge confirmed in Appeal by the Division Bench and gave appropriate directions to the Official Liquidator for revaluation and sale of the assets of the Company.
21. A conjoint reading of the aforesaid judgments leads to the conclusion that the prohibition against transfer or assignment or transfer of the tenant's right under Section 15 of the Rent Act is not absolute but is subject to certain well known exceptions. The first exception is the one with regard to heritability - both in residential and commercial premises let out for rent. The second exception is a contract between the parties enabling the tenant to assign or transfer his interest. The third exception, which is of interest to us and on which Dr. Naik relies heavily, is the one engrafted in the proviso to Sub-section (1) of Section 15 of the Rent Act.
22. In order to understand the argument, of Dr. Naik based on this provision of law, it is necessary to quote this relevant provision. Section 15(1) reads as under --
"15(1) Notwithstanding anything contained in any law but subject to any contract to the contrary, it shall not be lawful after the coming into operation of this Act for any tenant to sub-let the whole or any part of the premises let to him or to assign or transfer in any other manner his interest therein and after the date of commencement of the Bombay Rests, Hotel and Lodging House Rates Control (Amendment) Act, 1973, for any tenant to give on licence the whole or part of such premises:
Provided that the State Government may by notification in the Official Gazette, permit in any area the transfer of interest in premises held under such leases or class of leases or the giving on licence any premises or class of premises and no such extent as may be specified in the notification."
Under the proviso to Sub-section (1) of Section 15 of the Rent Act, the State Government has issued a Notification dated 21st September 1948, the relevant portion of which reads as under:--
"The Government of Bombay has permitted in all areas to which Pan D of this Act extends all transfers and assignments by lessees of their interests in leasehold premises as, and to the extent, specified in the Schedule as under --
(1)....
(2) Transfer or assignment incidental to the sale of a business as a going concern together with the stock-in-trade and the goodwill thereof, provided that the transfer or assignment is of the entire interest of the transferor or assignor in such leasehold premises together with the business and the stock-in-trade and goodwill thereof.
(3).....
Relying on this Notification, it is contended by Dr. Naik that by the attachment order made by the trial Court dated 4th December 1992, the whole of the tenancy rights of the Company could have been validly attached since it was capable of assignment by reason of Clause (2) referred to in the Notification hereinabove. In our view, this contention is wholly misplaced and untenable. All that the Clause (2) of the above Notification provides is that where there is a sale of business "as a going concern" together with the stock-in- trade and goodwill and if the transfer or assignment is of the entire interest of the transferor or assignor in the leasehold premises "together with the business and the stock-in-trade and goodwill", then such a transfer or assignment would not be hit by the ban contained in the opening provision of Sub-section (1) of Section 15 of the Rent Act. In our view, the facts before us disclose no such case at all. The Report of the Official Liquidator dated 18th March 1999 along with its enclosed documents discloses a set of facts directly contrary to what is contended before us". It shows that on 3rd January 1995 a meeting was called by the Official Liquidator at which one P. S. Toraskar, officer of the Bank from the Recovery Department, was present on behalf of the Bank. He informed the Official Liqidator that in pursuance of the order of the Co-operative Court No. 2, one M. J. Lele has been appointed as a Receiver only of the factory premises of the suit property and that the said Receiver had taken possession on 12th December 1992. To the said Report of the Official Liquidator, is attached a letter dated 7th August 1998 from the Bank in which the Bank claimed itself to be a secured creditor entitled to stand outside the winding up proceedings and entitled to exercise the said right. It also claimed that as secured creditor it was not participating in the winding up as it would like to stand outside the winding up proceedings. Since the Receiver had already taken charge of the land and factory premises, and since large amounts were recoverable from the Company, the Bank had claimed that it had incurred large amounts in providing security to such assets. To similar effect is a reiteration of its stand in the letter dated 3rd February 1999 addressed by the Bank to the Official Liquidator. These Reports make it clear that the business of the Company was not going on right from the time the Receiver appointed at the instance of the Bank took possession of the land and premises and other assets and locked up the premises from or about 12th December 1992. The stand of the Bank all along was that it was a secured creditor. Though the Bank initially made a misleading statement that it was a secured creditor in respect of all immovable property of the Company in liquidation, it later on turned out that the security of the Bank consisted only of movable assets worth to about Rs. 5 to 6 lakhs and that no security was created by the Company in respect of its immovable assets including tenancy rights. In any event, the finding of the learned Single Judge in Writ Petition No. 1913 of 1993 that the tenancy rights of the premises in question were not assigned to the Bank has become final. In these circumstances, the contention of Dr. Naik that by reason of Clause (2) of the Notification issued under the proviso to Sub-section (1) of Section 15 of the Rent Act, is wholly immaterial. Such was not at all the situation here. This was not a case of transfer or assignment of the assets of the Company as a going concern. On the date on which the Receiver was appointed and took charge, the Company was already defunct and doing no business. Thus, in our judgment, even assuming that the tenancy rights of the Company in the land and factory premises were assignable or attachable, factually, the circumstances envisaged in Clause (2) to the Notification issued under the provision of Sub-section (1) of Section 15 of the Rent Act did not exist and, therefore, the general ban envisaged against transfer or assignment of tenant's right in Section 15(1) applied. We are, therefore, unable to discern any fault in the view taken in the order of the learned Single Judge that, in the facts and circumstances of the case, the tenancy rights of the Company were incapable of being attached by the order made by the Co-operative Court.
23. Turning to the second contention of Dr. Naik, it appears to us that this contention is also based on wrong premises. Great emphasis was laid on the order of the Division Bench admitting Letters Patent Appeal No. 125 of 1993 which stayed the orders of the learned Single Judge and the Cooperative Appellate Court. In our view, the contention of Ms. Anklesaria in this regard is fully justified and must be upheld. The only circumstances under which a Court can attach property by an interlocutory order could be, either by way of appointment of a Receiver under Order 40 of the Civil Procedure Code or by an attachment before judgment as envisaged under Order 38 of the Civil Procedure Code. As to the first, it is candidly admitted that the land and factory premises were not offered as security to the Bank. There was thus no question of appointment of a Receiver in respect of the land and factory premises or the tenancy rights thereof.
24. As to the application of the Order 38 of the Civil Procedure Code under which an order for attachment of property could be made before judgment, we find no such circumstances existed. In fact, we questioned Dr. Naik to satisfy us even now as to how the land and premises could have been attached before judgment by an order made under Order 38 of the Civil Procedure Code or its equivalent under the Maharashtra Co-operative Societies Act, 1960. Dr. Naik invited our attention to the application for interim relief made to the Co-operative Court. This application sought three interim reliefs: (i) attachment before judgment; (ii) appointment of Receiver in respect of movable and immovable assets, and (iii) injunction. Apart from a bald averment in paragraph 4 that the Company was likely to transfer and/or encumber and/or part with possession of the movable as also immovable assets consisting of factory and other immovable assets with a view to defeating and/or delaying and/or obstructing the execution of any award or carrying out of any order that will be passed, no circumstance indicating as to how such an apprehension arose was mentioned in the application or the order of the Co-operative Court. In our view, an order of attachment before judgment has serious consequences to a debtor. It is not an order to be made lightly nor based on bald averments reiterating the statutory provisions. There has to be some prima facie material on the basis of which the Court could satisfy itself that the conditions requisite for making an order of attachment before judgment enumerated in Order 38 of the Civil Procedure Code exist. Otherwise, every Plaintiff would rush in with a bald averment like the one made by the Bank and obtain an attachment before judgment. Dr. Naik contends that the circumstance that Company was in financial strains justified the order for attachment before judgment. In our view, this is unsound. Order 38 of the Civil Procedure Code does not warrant attaching the debtor's property merely because the debtor may be unable, to pay the debt. It contemplates specific situations or specific acts of the debtor which show an intention to put the property beyond the reach of execution of a decree. On a conspectus of all facts, we are of the view that there existed no circumstances which could have justified an order of attachment before judgment of the assets of the Company. On both counts, we are, therefore, satisfied that there was no case made out for interim relief at all. When we take this in conjunction with the fact that the Letters Patent Appeal itself has been admitted as a result of a false averment made in the Writ Petition that the Company was a "going concern", we are satisfied that the Letters Patent Appeal must fail. Thus, this contention of Dr. Naik too must fail as we find that there was no justification for either appointing a Receiver or for an order of attachment before judgment as regards the immovable properties of the Company. The learned Company Judge was, therefore, justified in making the order under Appeal.
25. The incidental contention of Dr. Naik that the learned Company Judge could have caused further investigation as to whether there were tenancy rights which were capable of being assigned and sold, does not appeal to us. The record does not disclose that any such application was made to the learned Company Judge. If, at all, it was the case of the Bank that such was the situation, nothing prevented the Bank from moving the learned Company Judge by a Judge's Summons seeking such reliefs. We find no such attempt was made by the Bank. The contention, therefore, has no basis and must be rejected.
26. The reliance of Ms. Anklesaria on the judgment of the Supreme Court in Ravindra Ishwardas Sethna and Anr. v. Official Liquidator, High Court, Bombay and Anr., , is fully justified. The Supreme Court held in this case that when a Company is being wound up and the Liquidator of the Company takes over tenanted premises, then if the Liquidator does not require the premises for carrying on the business of the Company under Section 457 of the Companies Act or for the beneficial winding up of the Company, then the possession of the premises must be handed over to the landlord. In the instant case, the facts before us show that the business of the Company was defunct for several years even before the winding up order was made. The Liquidator admitted before the learned Company Judge and before us that he does not require the tenanted premises for beneficial winding up of the Company. In these circumstances, the ratio of the judgment of the Supreme Court in Ravindra Sethna (supra) is clearly applicable. We, therefore, find that the learned Company Judge was justified in making the Company Application absolute in terms of prayer (a).
26. In the result, we are of the view that all three Appeals must fail.
ORDER
(a) Appeal No. 518 of 2000 and Appeal No. 519 of 2000 dismissed, Cost of Rs. 10,000/- (Rupees Ten Thousand only) to be paid to the Fourth Respondent by the Appellant in each of the Appeals.
(b) Letters Patent Appeal No. 125 of 1993 is dismissed with costs of Rs. 10,000/- (Rupees Ten Thousand only) to be paid to the Official Liquidator who represents the 2nd Respondent Company.
27. Parties to act on an ordinary copy of the judgment duly authenticated by the Associate/Sheristedar of this Court.
28. Issuance of certified copy expedited.
29. Order accordingly.