Gujarat High Court
O vs Bank on 3 February, 2010
Gujarat High Court Case Information System
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OLR/131/2009 14/ 16 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
OFFICIAL
LIQUDATOR REPORT No. 131 of 2009
In
COMPANY
PETITION No. 88 of 1996
=========================================================
O
L OF M/S MRINAL DYING AND MANUFACTURING CO LTD - Applicant(s)
Versus
BANK
OF BARODA & 5 - Respondent(s)
=========================================================
Appearance :
OFFICIAL
LIQUIDATOR for
Applicant(s) : 1,MR NITIN K MEHTA for Applicant(s) : 1,
MS
SANGEETA PAHWA for Respondent No.5.
NOTICE SERVED for
Respondent(s) : 1, 3, 5,
MR DEVANG D TRIVEDI for Respondent(s) :
2,
MS VAIBHAVI PARIKH FOR MR MANAV A MEHTA for Respondent(s) : 4,
6,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE D.A.MEHTA
Date
: 03/02/2010
ORAL
ORDER
1. This report has been filed praying for following directions :
a) That, in view of the submission made hereinabove, this Hon'ble Court may be pleased to ratify the action taken by the Official Liquidator for retaining the EMD Demand Drafts of the highest bidder and also of the Second highest bidder of the different lots at the time of auction held in the office of the Official Liquidator on 04.09.2009.
b) Whether this Hon'ble Court would be pleased to accept the offer of Shri Pravin Ratilal Mithiya being the Respondent No.4 herein for purchase of Lot No.I-A i.e. Lease Hold Land admeasuring about 2350 Sq.Mtrs.
situated at Plot No.1002/2 Lane No. 48, Phase IV, GIDC Estate, Vapi, Dist. Valsad along with building structure thereon for Rs.67.00 Lacs on Terms and Condition of sale as per Tender Form at Annexure-H to this Report or on such other and further Terms and Conditions as this Hon'ble Court may consider just and appropriate or otherwise.
c) Whether this Hon'ble Court would be pleased to accept the offer of Shri J.N.Patel being the Respondent No.5 herein for purchase of Lot No.I-B i.e. Plant, Machineries and all other movables except records situated at Plot No. 1002/2 Lane No.48, Phase-IV, GIDC Estate, Vapi, Dist. Valsad for Rs.20.71 Lacs on Terms and Condition of sale as per Tender Form at Annexure-H to this Report or on such other and further Terms and Conditions as this Hon'ble Court may consider just and appropriate or otherwise.
d) Whether this Hon'ble Court would be pleased to accept the offer of M/s. Manish Chemicals being the Respondent No.6 herein for purchase of Lot No.II-C i.e. Lease Hold Land admeasuring about 2700 Sq. Mtrs. Situated at Plot No. 2108, Phase-III, GIDC Estate, SS-Road, Vapi, Dist. Valsad along with building structure and Plant, Machineries and all other movables thereon for Rs.80.00 Lacs on Terms and Condition of sale as per Tender Form at Annexure-H to this Report or on such other and further Terms and Conditions as this Hon'ble Court may consider just and appropriate or otherwise.
e) That, in view of the facts and circumstances stated hereinabove, whether this Hon'ble Court would be pleased to permit the Official Liquidator to refund the EMD of second highest bidder, in case, the sale is confirmed in favour of highest bidder or some other bidder.
f) That, in view of the facts stated in Para 12 of this Report, this Hon'ble Court may be pleased to permit the Official Liquidator to make the payment of Rs.85,339/- to M/s. Navnitlal & Co., Advertising Agency towards advertisement charges against their bill dated 21.08.2009 at Annexure-I to this Report being the cost of publication of Advertisement in newspapers from the fund of Rs.1.00 Lacs made available by GIIC, one of the secured creditor of the company.
g) That successful bidder of the assets of the Company may be directed to pay 25% of the purchase consideration (excluding EMD) within one month or such time as the Hon'ble Court may stipulate from the date of final acceptance of the particular offer. The balance amount of purchase consideration will have to be paid within three months thereafter by the purchaser or within such time as may be fixed by the Hon'ble Court.
h) That, this Hon'ble Court may be pleased to permit the Official Liquidator to pay the bill of Mr. Pranav Parikh, valuer amounting to Rs.60,000/- inclusive of all as against bill of Rs.1,10,000/- in terms order dated 13.08.2009 passed in Official Liquidator's Report No. 94 of 2009 from the funds realized from sale of assets of the company.
i) Such other and further orders and directions as may be considered just and appropriate by this Hon'ble Court may also be passed .
2. The Official Liquidator has presented this Report seeking confirmation of sale of following items on the basis of the Minutes of the Sale Committee held on 4.9.2009:
[i] Lot No.I-A i.e. Lease Hold Land admeasuring about 2350 Sq.Mtrs. situated at Plot No.1002/2 Lane No. 48, Phase IV, GIDC Estate, Vapi, Dist. Valsad along with building structure thereon in favour of Shri Pravin Ratilal Mithiya, Respondent No.4 herein; for a sum of Rs.67,00,000/- (Rupees Sixtyseven lacs only).
[ii] Lot No.I-B i.e. Plant, Machineries and all other movables except records situated at Plot No. 1002/2 Lane No.48, Phase-IV, GIDC Estate, Vapi, Dist. Valsad in favour of Shri J.N.Patel, Respondent No.5 herein; for a sum of Rs.20,71,000/- (Rupees Twenty lacs Seventyone Thousand only).
[iii] Lot No.II-C i.e. Lease Hold Land admeasuring about 2700 Sq. Mtrs. situated at Plot No. 2108, Phase-III, GIDC Estate, SS-Road, Vapi, Dist. Valsad along with building structure, Plant, Machineries and all other movables thereon in favour of M/s. Manish Chemicals, Respondent No.6 herein; for a sum of Rs.80,00,000/- (Rupees Eighty lacs only).
3. The facts reveal that out of the properties of the Company in liquidation, six lots were prepared and by publication of advertisement offers were invited from intending purchasers for sale of assets in the aforesaid lots. It appears that totally twentysix (26) offers were received from the intending purchasers for various lots as under :
Lot No. Nos.
of Offers.
I-A 9 I-B 1 I-C 3 II-A 5 II-B 2 II-C 6
4. The Sale Committee has ultimately, after inter se bidding on 4.9.2009, recommended confirmation of sale of Lot No.I-A, in favour of respondent No.4, Lot No.I-B in favour of respondent No.5 and Lot No.II-C in favour of respondent No.6, respectively Shri Pravin Ratilal Mithiya, Shri J.N.Patel and M/s. Manish Chemicals. At the time of hearing none has appeared on behalf of second highest bidder. Learned Advocates appearing for respondent Nos. 4, 5 and 6 have been heard and the sale is confirmed for each of the three lots in favour of Shri Pravin Ratilal Mithiya for a sum of Rs.67 lacs of Lot No.I-A, Shri J.N.Patel for a sum of Rs.20.71 lacs for Lot No.I-B and M/s. Manish Chemicals for a sum of Rs.80 lacs for Lot No. II-C, subject to the following terms and conditions :
5. The Sale shall be on the same terms and conditions as published along with the tender with further addition/modification in the conditions as follows, and in case of any conflict between the two, the terms and conditions stated hereinafter shall prevail.
(a) The sale is on AS IS WHERE IS and WHATEVER THERE IS BASIS ;
(b-i) Purchaser Shri Pravin Ratilal Mithiya shall pay the entire amount of considertion of Rs.67 lacs after adjusting Earnest Money Deposit within a period of fifteen days commencing from 5.2.2010;
(b-ii) Shri J.N.Patel shall pay the entire amount of consideration of Rs.20,71,000/- after adjusting the Earnest Money Deposit within a period of one month commencing from 5.2.2010;
(b-iii) Purchaser M/s. Manish Chemicals shall pay the entire amount of consideration of Rs. 80 lacs after adjusting Earnest Money Deposit within a period of fifteen days commencing from 5.2.2010;
(c) The successful bidder is entitled to possession of the properties under sale only after full payment of consideration;
(d) It will be open to the purchaser to make only one Nomination, but the purchaser shall be responsible for complying with all the Terms and Conditions of sale and liable qua all the liabilities in respect of the properties sold under this auction;
(e) In case of any default in payment on the aforesaid terms, or in case of non observance of any of the terms of the sale, the amount of Earnest Money Deposit shall be forfeited;
(f) All costs, charges and incidental expenses in relation to this sale, including costs and expenses connected with the sale, inclusive of labour charges and transportation charges, and tax if any, shall be borne by the purchaser;
(g) The purchaser is liable to pay all statutory dues, taxes, cess, fees, etc. whether past or current, which is outstanding as on the date of sale;
(h) The security deployed by liquidator shall continue to occupy the premises until full payment of the sale price is realised;
(i) Shri J.N.Patel and/or his Nominee shall place his own security outside the premises of the Company in Liquidation upon possession being handed over by the liquidator for the purpose of removal of plant, machineries and all other movables except records situated at Plot No. 1002/2 Lane No. 48, Phase IV, GIDC Estate, Vapi, Dist. Valsad, but upon completion of the removal of the said items the purchaser shall be liable to hand over vacant and peaceful possession of the land and building structure to the Official Liquidator;
(i-a) Shri J.N.Patel and/or his Nominee shall complete the aforesaid exercise within a period of 45 days from the date of possession being handed over by the Official Liquidator;
(j)It will be open to the purchaser Shri Pravin Ratilal Mithiya to place his own security at the premises of the Company in liquidation upon possession being handed over by the liquidator for the purpose of protecting building structure and the land, but the same shall be dealt with by Shri Pravin Ratilal Mithiya only after the purchaser of Lot No.I-B, Shri J.N.Patel hands over vacant and peaceful possession of the land and building structure to the Official Liquidator;
(k) It will be open to M/s. Manish Chemicals to place its own security at the premises of the Company in liquidation upon possession being handed over by the liquidator in relation to the property, more particularly described in Lot No.II-C;
(l) In case, any extension of time is sought for the aforesaid purpose, i.e. removal of the movable assets and the debris, the purchaser shall make an Application in writing to the Official Liquidator accompanied by Banker's cheque/Pay Order for a sum of Rs.5,000/- (Rupees Five Thousand only), and such application shall be made before expiry of the period stipulated; upon receipt of such application the liquidator may extend the period by a fortnight and not more. It is made clear that no further extension shall be granted thereafter;
(m) The purchaser of Lot No.I-B shall not dig the land and shall not remove any part of the soil including the Coal ash which may be forming part of the soil (earth).
6. Time period stipulated in aforesaid conditions has been stipulated on the basis of statements made by respective learned Advocates appearing on behalf of respondent Nos. 4, 5 and 6, under instructions.
7. In the result, sale of all the properties, more particularly described in Lot No.I-A, Lot No.I-B and Lot No.II-C is hereby confirmed in favour of Shri Pravin Ratilal Mithiya, Shri J.N.Patel and M/s. Manish Chemicals respectively on the terms and conditions specified hereinbefore.
8. The Official Liquidator is directed to refund the Earnest Money Deposit to the second highest bidder of the different lots by Account Payee Cheque within a period of one week commencing from 4.2.2010. In light of what is stated hereinbefore prayers (a),(b), (c),(d), (e) and (g) stand disposed of.
9. The Official Liquidator is permitted to pay the bill of M/s. Navnitlal & Co. towards advertisement charges, being bill dated 21.8.2009 for a sum of Rs.85,339/-. For this purpose the Official Liquidator shall make the payment pro rata from the fund made available by GIIC, one of the secured creditors and recover the pro rata amount from other Secured Creditors after making payment from the fund available with the Official Liquidator.
10. The Official Liquidator is permitted to make payment of Rs.60,000/- in full and final settlement to Mr. Pranav Parikh, Registered Valuer, against the bill of Rs.1,10,000/- in light of the directions made in order dated 13.8.2009 in OLR No. 94 of 2009 by the Company Court.
11. The Report, accordingly, stands disposed of in the aforesaid terms.
Sd/-
(D.A. Mehta, J.) M.M.BHATT Top