Bombay High Court
The Phoenix Mills Ltd And Anr vs The Official Liquidator Of ... on 5 September, 2018
Author: K.R. Shriram
Bench: K.R.Shriram
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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY APPLICATION (L) NO.500 OF 2018
IN
COMPANY PETITION NO.625 OF 2013
The Phoenix Mills Limited and Anr. ....Applicant
IN THE MATTER BETWEEN :
SICOM Limited ....Petitioner
Vs.
The Official Liquidator of Entertainment
World Developers Limited (In Liqn.) and Ors. ....Respondents
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Mr. F. Devitre, senior advocate a/w. Mr. J. P. Sen, senior advocate,
Mr. Prakhar Parekh I/b. M/s. Federal and Rashmikant for applicant.
Mr. Nema, senior advocate a/w. Ms. Urvi Tanna I/b. Pravin Mehta and
Mithi and Co. for respondent no.2.
Mr. D.D. Madon, senior advocate a/w. Mr. Farhan Dubash and Mr. Ativ
Patel I/b. AVP Partners for respondent nos.3 and 7.
Mr. Naushad Engineer a/w. Ms. Bijal Vora and Mr. Dharmesh Kotadia I/b.
Clove Legal for respondent no.8.
Mr. Yogesh Bhoge I/b. Jurisperitus Mumbai for SICOM Limited.
Mr. Mahendhar Aithe, Company Prosecutor for Official Liquidator present.
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CORAM : K.R.SHRIRAM, J.
DATE : 5th SEPTEMBER 2018 P.C.: 1 This application is moved for various ad-interim reliefs today.
Mr. Madon, senior counsel appearing for respondent nos.3 and 7 strongly opposes stating that applicant had filed a suit for similar reliefs in April 2018 and have waited till 28 th August 2018 to lodge this application and move this Court today for ad-interim relief and therefore, there is no urgency made out. Mr. Madon also relies upon an averment in paragraph 19 Gauri Gaekwad 2/4 601.CAL-500-2018.doc of the affidavit in support that applicant came to know about this transaction in July 2017 itself.
2 Mr. Devitre, senior counsel appearing for applicant clarifies that the suit, which is referred to in paragraph 50 of the affidavit in support, relates to only Naman Mall and that suit has been withdrawn also. 3 This application is under Section 536 (2) read with Section 537 of the Companies Act 1956. Admittedly, some of the properties, as mentioned in the application, have been disposed after commencement of winding up. Mr. Madon in fairness agreed. Subsequently these properties have been further disposed. Under Section 536 (2), any disposition of the property after commencement of winding up shall be void unless Court otherwise orders.
4 In view of the admitted position that properties of the company (in liquidation) have been disposed after commencement of winding up, to avoid further complications in the matter and third parties getting affected, in my view, it will be in the interest of justice to grant ad-interim relief in terms of prayer clause - (f) and same is hereby granted. Prayer clause - (f) reads as under :
(f) that pending the hearing and final disposal of this Application, this Hon'ble Court be pleased to direct that Respondent Nos.3 and 7 be restrained by an Order and injunction of this Hon'ble Court from in any manner (directly or indirectly) creating any third party rights or Gauri Gaekwad 3/4 601.CAL-500-2018.doc interests in, or encumbering or alienating or disposing off in any manner the said TI Mall or the said Treasure Island Next Mall, including without limitation - transfers of shares in and of Respondent No.3 and Respondent No.7 or issue of any further shares by Respondent No.3 or Respondent No.7 or otherwise except with the prior leave of this Hon'ble Court.
5 Respondent nos.3 and 7 are also directed to submit in a sealed envelope to Official Liquidator the details of the revenues earned after they procured TI Mall and IC Mall/Treasure Island Next Mall. If there are annual returns filed subsequent to procuring these two malls, copies of the annual returns together with balance sheet and profit and loss account be placed in the envelope. The envelope not to be opened without leave of the Court. 6 Respondent nos.2 to 8 to file an affidavit in reply and serve a copy thereof upon applicant within four weeks from today. Parties shall annex copies of all the agreements relating to the rights, interest and title that they have obtained regarding these two properties with the affidavit in reply. If any of the assets have been charged to any financial institution, documents relating thereto to be also annexed to the affidavit in reply. Rejoinder, if any to be filed and copy served within two weeks thereafter. 7 The disclosure as mentioned in paragraph 5 above to be submitted within two weeks from today.
Gauri Gaekwad
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8 Application be listed for hearing on 24th October 2018.
Digitally
signed by
Gauri Gauri Amit
Gaekwad
Amit
(K.R. SHRIRAM, J.)
Date:
Gaekwad 2018.09.07
11:46:17
+0530
Gauri Gaekwad