Punjab-Haryana High Court
Fcs Software Solutions Ltd. vs La Medical Devices Ltd. (In ... on 15 October, 2007
Equivalent citations: [2008]144COMPCAS388(P&H)
Author: Mahesh Grover
Bench: Mahesh Grover
JUDGMENT Vijender Jain, C.J.
1. The present appeal under Section 483 of the Companies Act, 1956, read with Rule 9 of the Companies (Court) Rules, 1959, has been directed against the order dated February 16, 2006, passed in Company Application No. 178 of 2005.
2. M/s. La Medical Devices Ltd. (hereinafter described as "the company in liquidation") went into liquidation and the official liquidator on the orders of this Court was appointed to effect the sale of its properties including the one situated at Noida. Tenders for sale of the property of the company in liquidation at Noida were invited and the same were opened on November 16, 2004. The appellant was found as the highest bidder having made a bid of Rs. 1.47 crores. The sale in its favour was allegedly confirmed on March 24, 2005 and the official liquidator was directed to hand over the possession of the property to it and execute a sale deed.
3. However, before the possession could be delivered, Company Application No. 358 of 2005 was moved by respondent No. 2, Shri Satish Chaudhary, who set up a higher bid for the property of the company in liquidation at Noida. Newly added respondent No. 3, i.e., M/s. Nice Society also offered higher price for the said property.
4. Having regard to the aforesaid, the official liquidator moved Company Application No. 178 of 2005 in which the property in question was directed to be re-advertised by the impugned order with a reserve price of Rs. 2.10 crores. It was also directed that a stipulation in the advertisement be made that the entire sale price would have to be deposited on the date the sale is confirmed or within such time as the court may direct, not exceeding two weeks and that all the participants including the applicant in Company Application No. 358 of 2005 would be asked to deposit an earnest money of Rs. 40 lakhs alongwith their offers in sealed covers. The amount deposited by the appellant and respondent No. 2 was directed to be kept in fixed deposit and was to be returned after confirmation of the fresh sale along with interest.
5. On March 20, 2006, this Court issued notice of motion to the respondents in the appeal and directed that fresh offers pursuant to the advertisement may be received, but the bid shall not be finalised.
6. The process of re-advertisement is stated to have been carried through and in all seven tenders were received in response thereto. The bid of respondent No. 3 was the highest one at Rs. 3.50 crores.
7. The only contention that has been raised by learned Counsel for the appellant is that the sale in favour of the appellant had been confirmed and, therefore, the learned company judge was wrong in ordering re-advertisement.
8. Learned Counsel for the newly impleaded respondent No. 3 contended that the bid of respondent No. 3, M/s. Nice Society being superior and being more than double what has been offered by the appellant, was clearly in the interest of the company in liquidation. He further contended that the appellant was given an option to give higher bid over and above the one given by respondent No. 2 during the proceedings in Company Application No. 358 of 2005, but it chose not to make any other bid. He also stated that even before the learned company judge during the proceedings in Company Application No. 358 of 2005, respondent No. 3 had given a bid higher than that of the appellant, i.e., of Rs. 2 crores and it was thereafter that the re-advertisement had been ordered with a reserve price of Rs. 2.10 crores.
9. We have heard learned Counsel for the parties at some length and have also perused the record.
10. There is no doubt that the official liquidator is required to adopt a procedure so that the sale of assets of a company in liquidation fetches the maximum price so as not to defeat the process of liquidation which is to satisfy the creditors. The appellant was, concededly, given the option to participate in the fresh bid and also to give a higher bid if it so desired during the proceedings in Company Application No. 358 of 2005 when the property had not been re-advertised, but it chose to remain silent. The process of re-advertisement has clearly fetched much higher price than what was given by the appellant.
11. Even during the course of proceedings in this appeal, we had specifically asked learned Counsel for the appellant as to whether the appellant was willing to go for inter se bidding to which he flatly declined.
Having regard to the aforesaid and especially in view of the fact that the ^ appellant had the option to go in for fresh bidding and the property in question has fetched more than twice the amount offered by the appellant, we do not find any infirmity in the impugned order.
12. Since at the motion hearing of this appeal, this Court had passed an t order directing that the bid shall not be finalized, we remit the matter back to the learned company judge for further proceedings while dismissing the appeal. The learned company judge shall proceed in the matter after giving notice to the parties in accordance with law.