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2015 (8) TMI 933 - SUPREME COURT

2015 (8) TMI 933 - SUPREME COURT - TMI - Revocation of order accepting highest bid – auction of property of company under liquidation - High Court vide impugned order recorded that Company Judge’s order accepting bid of appellant was vitiated as Judge failed to take note of potential value of land and bid of appellant was inadequate price to property in question – Held that:- It was well settled principle as opined in case of Navalkha & Sons Versus Sri Ramanya Das & Ors. [1969 (10) TMI 41 - SUPR .....

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take-holders of company in liquidation were heard before such acceptance – Nobody ever objected including first respondent at that stage on any ground whatsoever – No doubt, property in question became more valuable in view of subsequent development – None of stake-holders of Company in liquidation ever objected to offer of appellant on ground that it is inadequate consideration for property –Value of property in question must have escalated substantially in view of developments subsequent but a .....

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he Respondent : Mr. Mohit D. Ram JUDGMENT Chelameswar, J. 1. Leave granted. 2. M/s Omex Investors Ltd. was ordered to be wound up by the Company Judge of the Gujarat High Court by an order dated 6.3.1990. The Official Liquidator attached to the Gujarat High Court was appointed as the Liquidator of the said company. 3. By order dated 26.3.2013, the official liquidator was directed to put the freehold land of the company admeasuring 13895 sq. mtr. to auction for sale by inviting offers from the in .....

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of SLP (Civil) No.2198 of 2015 [ Vedica Procon Private Limited , hereinafter referred to as the appellant ) became the highest bidder with an offer of ₹ 148 crores. In order of the High Court dated 17.12.2013, it is recorded as follows: - 7. In view of the aforesaid, it transpires that M/s Vedia Procon Pvt. Ltd. being the highest bidder, has offered ₹ 148 Crores (Rupees One Hundred Forty Eight Crores) for the land admeasuring 13895 Sq. Mtrs. Approx. situated at T.P. No.18 of F.P. No. .....

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ted. 9. In view of the above discussion, the bid of M/s. Vedica Procon Pvt. Ltd. being the highest bidder, who has offered ₹ 148 Crores for the land mentioned in the tender notice deserves to be accepted and is hereby accepted as per the tender conditions on as is where is basis and whatever there is basis. - whereas the first respondent (Balleshwar Greens Private Limited) in the abovementioned SLP made the second highest bid. The High Court accepted the bid of the appellant. 5. By the sam .....

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assed by the Hon ble High Court of Gujarat in Official Liquidator Report No.43 of 2013, the sale of Freehold land of the company in Liquidator (sic liquidation) admeasuring 13895 sq. mtrs. approx. at T.P. No.18, F.P. No.32/P, bearing Survey No.25, 27-B/1, 31, 38, Moje Rajpur - Hirpur, Outside Raipur Gate, behind New Cloth Market, Opp. Hirabhai Market, Diwan Ballubhai Road, Raipur, Ahmedabad is confirmed in your favour for ₹ 148 Crores. A copy of said order is enclosed herewith for your rea .....

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ment. [emphasis supplied] 7. Pursuant to the said letter, the appellant deposited on 06.01.2014 an amount of ₹ 37 crores being 25% of the purchase price by Demand Draft drawn on ICICI Bank. 8. By letter dated 09.1.2014, the first respondent requested the official liquidator to refund its earnest money deposit. The relevant portion of the letter reads as follows: 5. As per condition no.29 of Tender Document, the EMD of second highest bidder i.e. Baleshwar Greens Pvt. Ltd. was to be returned .....

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liquidator that they had deputed security persons to protect the possession of the property in question for various reasons detailed in the said letter. In response, the official liquidator by its letter dated 24.01.2014 informed the appellant inter alia as follows: Besides this it is brought to your notice that the office of the Official Liquidator has already deployed security at the mills premises of the company in Liquidation. However, keeping in view the facts and apprehension stated by you .....

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tion of ₹ 106.5 crores. The said application was allowed after hearing the secured creditors, by an order dated 31.03.2014, extending the time for payment up to 31.07.2014. However, the appellant deposited the entire balance amount of ₹ 106.5 crores on 16.04.2014 without availing the benefit of the extended time by the order of the High Court (referred to supra). The said fact is acknowledged by the official liquidator in his letter dated 16.04.2014 calling upon the appellant to take .....

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oje Raipur-Hirapur, Outside Raipur Gate, behind New Cloth market, Opp. Hirabhai market, Diwan Ballubhai Road, Raipur, Ahmedabad for taking over possession of the said land on 17.04.2014 at 11.30 am,when the representatives of this office will remain present for handing over possession of the said land to you, in terms of order dated 17.12.2013 passed by the Hon ble High Court of Gujarat in Official Liquidator Report No.43 of 2013. [emphasis supplied] 12. The first respondent preferred OJ Appeal .....

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it was signed by two UDC officials of the Official Liquidator by name S.R. Meena, STA and C.G. S. Karki and one Ganesna Venkataramana on behalf of the appellant. The first respondent disputes the fact that the possession of the property in question was infact delivered to the appellant herein. However, the Division Bench of the High Court by the impugned order found no substance in the objection of the first respondent: ... Though it is disputed by the present application, the record reveals tha .....

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howing his desire to apply afresh for the bid, as according to Mr. Trivedi, the order dated 17.12.2013 is not finalized and it still requires confirmation of the learned Single Judge. Be that as it may, if the application is not made within one week, the benefit of this order will not ensure for the benefit of present appellant. The parties are directed to maintain status-quo till the appellant files an application before the learned Single Judge and the learned Company Judge shall decide the qu .....

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o the merits of the matter and the deposit of ₹ 160 crores with Official Liquidator is without prejudice to the rights and contentions of the parties and we have adopted this only because of the view expressed by the Apex Court in the case of Shradhha Aromatics Private Limited (supra). 4. It goes without saying that once the application is made, it will be open for the learned Single Judge to decide the same on merits. The status-quo thereafter will be subject to the order which may be pas .....

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ondent herein is directed to handover a DD of ₹ 160 crores to the Deputy Official Liquidator; 4. That it would be open to the learned Single Judge to decide the application of the respondent herein (if made) on merits. 15. In order to complete the narration of facts, it may be mentioned herein that the appellant herein moved a review application Misc. CA No.90 of 2014 O.J. Appeal No.9 of 2014 before the Division Bench of the High Court which was partly allowed making some minor modificatio .....

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ppellant. The learned Single Judge also directed a fresh auction of the property in question. He also directed the first respondent to pay an amount of ₹ 25 lakhs to the appellant herein. 17. Aggrieved by the order dated 11.08.2014, the appellant carried the matter to the High Court in O.J. Appeal No.36 of 2014 which was dismissed by the Division Bench vide order dated 04.12.2014. The said order is the subject matter of SLP (Civil) No.2198 of 2015. The appellant also chose to prefer SLP (C .....

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ngle Judge granting extension of time in favour of the appellant herein for depositing the balance sale consideration was that the first respondent had been deprived of making a better offer. According to the first respondent, he believed that the appellant herein would faithfully comply with the tender conditions and the earlier order of the Court in terms of which the appellant was bound to deposit the entire sale consideration on or before 16.01.2014. If only the respondent had known that the .....

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the Division Bench has adopted such a course of action in view of an earlier decision of this Court in Shradhha Aromatics Private Limited v. Official Liquidator For Global Arya Industries Limited & Others, (2011) 6 SCC 207. 20. The Division Bench recorded the submission made by the first respondent that by order dated 17.12.2013, the Company Judge accepted only the offer of ₹ 148 crores made by the appellant herein but no order of confirmation of sale was made. But the Division Bench d .....

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the merits of the matter and the deposit of ₹ 160 crores with Official Liquidator is without prejudice to the rights and contentions of the parties and we have adopted this only because of the view expressed by the Apex Court in the case of Shradhha Aromatics Private Limited (supra). [emphasis supplied] A procedure which is not very desirable.It is inconsistent with the principle that the judicial process and adjudication demand certainty and finality. 22. Pursuant to the abovementioned d .....

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rder dated 17.12.2013 of the Company Judge) other than the ground which the respondent pleaded in its earlier appeal OJA No.9 of 2014. This time the respondent pleaded: 1. That there was a change in the share-holding pattern of the appellant company which amounted to the violation of condition no.31 of the tender notice which provided that the nomination would not be allowed by the successful bidder; 2. That by virtue of a subsequent event the value of the land in question was likely to fetch a .....

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permissible as on 17.12.2013. 24. Two factors weighed heavily before the Company Judge for recalling the earlier Order dated 17.12.2013 by his Order dated 11.8.2014. They are: (i) by a notification dated 04.03.2014 of the Government of Gujarat, the FSI applicable to the area in which the land is located is increased from 1.0 to 1.8. As a consequence, the value of the property in question increased considerably, (ii) that during the pendency of the recall application, the first respondent herein, .....

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Company Judge s order dated 17.12.2013 (accepting the bid of the appellant herein of ₹ 148 crores) is vitiated (i) by an irregularity inasmuch as the Company Judge failed to take note of the potential value of the land and the possibility of its fetching a higher price than ₹ 148 crores, (ii) the bid of the appellant herein of ₹ 148 crores was an inadequate price to the property in question, (iii) because of the failure of the company court to discharge its obligation (as cust .....

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The learned counsel for the appellant submitted that the impugned order is untenable for the following reasons:- (i) That the offer of ₹ 148 crores made by the appellant and accepted by the Company Court was the best price for the land having regard to the facts and circumstances as they existed on that date of the order i.e. 17.12.2013. The fact that some two and a half months later (on 4.3.2014), the Government of Gujarat decided to increase the FSI which resulted in increase in the valu .....

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s not brought to the notice of the learned Company Court, considering the submissions made by the appellant before the learned Company Court recorded in the impugned order, it does not appear that the aforesaid was disputed by the appellant. As observed herein above and even at the cost of repetition it is to be noted that the learned Company Court has recalled its earlier order dated 17.12.2013 accepting the higher offer of the appellant of ₹ 148 crores and the relevant factors like poten .....

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rove such an assertion though in law the burden of proving such an assertion lies on the maker of such assertion. 28. The learned counsel submitted that assuming for the sake of argument that the conclusion recorded by the Division Bench is legally tenable, such a conclusion is based on the plea of the respondent herein that everybody was aware of the change/increase in FSI, but it was not brought to the notice of the learned Company Court…… necessarily implies that even the first .....

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₹ 148 crores and that the first respondent was willing to make a higher offer would only go to show that all the allegations made in the recall application are tailor made to suit the convenience of the respondent in view of the increase in the FSI and the consequential escalation of the price of the property in question. 30. The learned counsel argued that no doubt the subsequent events made the property in question more valuable, but such subsequent events are wholly irrelevant in determ .....

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a ground for recalling an order of accepting the highest bid at the instance of an unsuccessful bidder on a subsequent date on the ground that on a subsequent date such unsuccessful bidder is willing to offer higher price. Approving such course of action would denude the proceedings of a court of law and the sales undertaken in the course of judicial proceedings, of all element of certainty and finality. Such uncertainty would be a disincentive for genuine prospective purchasers. It adversely a .....

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rder, the first respondent is not going to get the property in question, but it only throws open for everybody an opportunity to participate in the fresh auction to be conducted; (iii) the property would still be sold to the highest bidder, (iv) but in the process all the stakeholders would be benefited. Therefore, the impugned order calls for no interference. 33. It is also submitted on behalf of the first respondent that there is no confirmation of the sale in favour of the appellant herein th .....

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y in liquidation, should always make an endeavour to secure the best price for the property put to sale in order to give maximum benefits to all the stake holders who are entitled for the distribution of sale proceeds of the assets of the company in liquidation. 34. In support of the submission that a concluded sale in an auction by the court cannot be reopened except on the ground of fraud, learned counsel for the appellant relied upon a judgment of this Court reported in Valji Khimji & Com .....

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offering a higher amount of ₹ 3.75 crores. Almost a year later, another party offered an amount of ₹ 5 crores. Subsequently, both the parties approached the Company Judge seeking a recall of the order of confirmation of the sale. Such application was allowed by the Company Court. The auction purchaser unsuccessfully carried the matter in an intra court appeal and finally landed up in this Court. This Court allowed the appeal upholding the order confirming the sale. This Court held: 1 .....

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pt on very limited grounds like fraud, otherwise no auction-sale will ever be complete. 35. On the other hand, learned counsel for the first respondent relied upon decisions of this Court in Navalkha & Sons v. Sri Ramanya Das & Others, (1969) 3 SCC 537, Divya Manufacturing Company (P) Ltd. v. Union Bank of India & Others, (2000) 6 SCC 69, FCS Software Solutions Ltd. v. LA Medical Devices Ltd. & Others, (2008) 10 SCC 440, Shradhha Aromatics Pvt. Ltd v. Official Liquidator for Glob .....

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y offeror. The offer was accepted by the Commissioners. The Commissioners made an application to the Company Court for the confirmation of sale. At that stage, a third party made an application claiming that he was willing to offer a higher price. The Company Court then decided to put the property once again for auction but only between the original offeror and the objector. In such a process, the original offeror once again became the highest bidder. That bid was accepted by the Company Judge. .....

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procedure adopted by the learned single Judge was not legally sustainable. In the process, this Court indicated the principles governing the confirmation of sales conducted by the Company Courts by the official liquidators. 6. The principles which should govern confirmation of sales are well-established. Where the acceptance of the offer by the Commissioners is subject to confirmation of the Court the offeror does not by mere acceptance get any vested right in the property so that he may demand .....

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not be a proper exercise of judicial discretion. In Gordhan Das Chuni Lal v. S. Sriman Kanthimathinatha Pillai, AIR 1921 Mad 286, it was observed that where the property is authorised to be sold by private contract or otherwise it is the duty of the Court to satisfy itself that the price fixed is the best that could be expected to be offered. That is because the Court is the custodian of the interests of the Company and its creditors and the sanction of the Court required under the Companies Act .....

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r but necessary that the Court in exercising the discretion which it undoubtedly has of accepting or refusing the highest bid at the auction held in pursuance of its orders, should see that the price fetched at the auction, is an adequate price even though there is no suggestion of irregularity or fraud. It is well to bear in mind the other principle which is equally well-settled namely that once the court comes to the conclusion that the price offered is adequate, no subsequent higher offer can .....

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nts in the auction proceedings praying that the order of confirmation be recalled and the applicant was willing to offer an amount higher than what was offered by the appellant before this Court. Subsequently, more number of applications came to be filed before the Court offering higher amounts. Therefore, the Company Court recalled the order confirming the sale. Hence, the appeal before this Court. This Court, while reiterating the principles laid down in Navalkha case (supra), declined to inte .....

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elped in view of the fact that such sales are conducted in Court precincts and not by a business house well versed with the market forces and price. Confirmation of the sale by a Court at a grossly inadequate price, whether or not it is a consequence of any irregularity or fraud in the conduct of sale, could be set aside on the ground that it was not just and proper exercise of judicial discretion. In such cases, a meaningful intervention by the Court may prevent, to some extent, underbidding at .....

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mpany Court either for accepting or refusing the highest bid at the auction, it also emphasizes the obligation of the Court to see that the price fixed at the auction is adequate price even though there is no irregularity or fraud in the conduct of the sale. However, the penultimate sentence restricts the scope of such discretion in the following words: It is well to bear in mind the other principle which is equally well-settled namely that once the court comes to the conclusion that the price o .....

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t once the Company Court recorded its conclusion that the price is adequate, subsequent higher offer cannot be a ground for refusing confirmation. 40. In FCS Software Solutions Ltd. v. LA Medical Devices Ltd. & Others, (2008) 10 SCC 440, the property of a company in liquidation was brought to sale and confirmed by the company court. The Company Court directed the official liquidator to deliver possession of the property after executing the sale deed in favour of the successful bidder after r .....

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ial liquidator to issue fresh advertisements. Pursuant to fresh advertisement, much higher offers were received. The original purchaser unsuccessfully challenged in an intra court appeal the decision of the Company Judge to reopen the concluded proceedings and thereafter approached this Court. This Court rejected the case of the original purchaser on the ground that in the proceedings which culminated in the sale in favour of the appellant before this Court, there were certain irregularities and .....

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disclosed at the time of sale notice. They related to valuation of movable and immovable properties, fixation of reserve price, non-inventory of plant and machinery, etc. The attention of the Company Judge was invited by other bidders by filing Company Applications. The Company Judge considered the objections and having prima facie satisfied himself, ordered fresh auction. We find no illegality in the said approach. When fresh bids were received, it was found that the highest offer was of respo .....

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o get highest price so as to satisfy maximum claims against the Company in liquidation. The procedure followed by the Company Judge, therefore, cannot be said to be illegal. 41. In Shradhha Aromatics Pvt. Ltd v. Official Liquidator for Global Arya Industries Ltd & Others, (2011) 6 SCC 207, the Company Judge approved the highest bid of the 2nd respondent before this Court for the purchase of the property of a company in liquidation. Subsequently, an application came to be filed by a third par .....

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efore the Division Bench. Once again, the Division Bench permitted both the parties to give further offers. However, after such a strange exercise, the Division Bench opined that learned Company Judge could not have recalled the confirmed sale because subsequently a higher price was offered by somebody else. Even before this Court, an intervener made a better offer. It may be mentioned here that there was a time gap of more than three years between the original confirmation and such subsequent h .....

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or an auction held by a public authority. However, in the peculiar facts of this case, we are inclined to make a departure from this rule. Admittedly, total area of the land advertised by the Committee is 12,500 square meters and the same is situated in an important district of Gujarat. It is also not in dispute that the area has been substantially developed in the last four years. The initial offer made by M/s Patel Agro Diesel Ltd. was of ₹ 83 lakhs and the highest revised offer given b .....

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the learned Company Judge. If the order of the Division Bench is sustained, the creditors of the Company are bound to suffer because the amount available for repayment of the dues of the creditors would be a paltry sum of ₹ 1.27 crores. As against this, if the offer made by the intervenor-cum-promoter is accepted, the Official Liquidator will get an additional amount of more than ₹ 4.25 crores. The availability of such huge amount will certainly be in the interest of the creditors i .....

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ULIAR FACTS of that case. 42. Manoj I Naik & Associates v. Official Liquidator, (2015) 3 SCC 112, once again was a case where certain properties of a company in liquidation was brought to sale. The company Judge declined to accept the highest offer received on the ground that the value of the property would be much higher than what was offered. Eventually, when the matter reached this Court at the instance of the highest bidder, the highest bidder himself substantially raised his offer where .....

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sible to cull out from the judgment the actual date of the auction by the official liquidator. 43. But the fact remains that one of the secured creditors objected to the sale in favour of the appellant before this Court on the ground that the value of the property even on the date of the original sale was worth around ₹ 6.25 crores as against the highest offer of ₹ 1.3 crores of the appellant herein. Therefore, the decision of the Company Judge to reject the highest offer is perfectl .....

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s no valid ground for refusing confirmation of a sale or offer already made. Unfortunately, in Divya Manufacturing Company (supra) this Court departed from the principle laid down in Navalkha & Sons (supra). We have already explained what exactly is the departure and how such a departure was not justified. 45. Coming to the decision in FCS Software Solutions Ltd., we have already noticed that this Court rightly reopened the finalized sale on the ground that there was material irregularity in .....

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lowing reasons: 48. The highest bid of the appellant herein was accepted by the Company Court and all the stake-holders of the company in liquidation were heard before such an acceptance. Nobody ever objected including the first respondent herein at that stage on any ground whatsoever, such as, that there was any fraud or irregularity in the sale nor was there any objection from any one of them that the price offered by the appellant herein was inadequate. No doubt, the property in question beca .....

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ntractual obligation flowing from such an offer and acceptance? 49. Certain incidental questions raised by the first respondent are required to be answered at this stage. 50. The first respondent submitted that the order dated 17.12.2013 only accepted the highest bid but it did not confirm the sale and, therefore, the Court is at liberty to decline confirmation of the sale in view of the subsequent developments. In our opinion, the said submission is to be rejected because there is no specific f .....

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the fact that the official liquidator himself understood the order dated 17.12.2013 to be an order not only accepting the highest bid of the appellant herein but also as an order confirming the sale in favour of the appellant, as evidenced by his letter dated 19.12.2013, (the relevant portion of which is already extracted earlier) and the fact that the first instalment of the payment of 25% of the sale consideration was accepted both by the official liquidator and the Company Court without rais .....

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