9911796707
TMI Blog2010 (3) TMI 669X X X X Extracts X X X X X X X X Extracts X X X X ..... ai measuring 9,315 sq. ft. The first respondent had mortgaged the said property in favour of Bank of Madura Ltd., in the year 1998 for a loan of Rs. 60 lakhs. The first respondent decided to sell the said property to pay its depositors and the secured creditor. It took out advertisements on 22-11-1998 and 21-11-1999, for sale of the property. After considering the responses, on 22-4-1999, the board of directors of the first respondent passed a resolution to sell the said property to the appellant for a consideration of Rs. 1.65 crores and entered into an agreement of sale with the appellant on the same day. In pursuance of it, the first respondent, under a sale deed dated 13-8-1999, sold the said property to the appellant herein for a consi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion for winding up; that there was no material to show that the entire sale proceeds had been used to discharge the liabilities of the first respondent-company; that the payment of a deficit stamp duty of Rs. 23,60,956 in regard to the sale deed by the appellant without demur, demonstrated that the property was undervalued in the sale deed; and that the transaction was not bona fide. Consequently, the learned company judge held that the sale was void under section 531A of the Companies Act, 1956 ("the Act" for short). The appeal filed by the appellant was dismissed by a Division Bench of the High Court on 7-10-2005, See Archean Granites (P.) Ltd. v. R.P.S. Benefit Fund Ltd. [2007] 139 Comp. Cas. 191 1 (Mad.). The said judgment is challenge ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es to the official liquidator representing the first respondent by way of settlement to validate the sale. 7. When the matter had come up for consideration earlier, it would appear that the official liquidator was required to ascertain the prevailing market value so that an equitable solution could be found. The official liquidator had ascertained from the Sub-Registrar (vide Sub-Registrar's letter dated 14-9-2009) that the guideline value for properties situated at G.N. Chetty Road was Rs. 7,632 per sq.ft. As per the said guideline value, market value worked out to be Rs. 7.11 crores. The official liquidator also made further enquiries and assessed the current market value was Rs. 10.67 crores. Learned counsel for the official liquidator ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3.5 crores to the official liquidator representing the first respondent, in all Rs. 6 crores. Having regard to the fact that the issue is being examined with reference to an application under section 531A of the Act, and the facts and circumstances, payments as aforesaid would result in a permanent solution doing complete justice among the parties. 9. In view of the above, we allow this appeal in part and set aside the impugned judgment dated 7-10-2005 of the Division Bench of the High Court1, confirming the order dated 30-4-2002, of the learned company judge. The application by appellant for approval and validation of the sale deed dated 13-8-1999, in its favour is allowed subject to the following : (a)The appellant shall pay Rs. 2.5 cr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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