TMI Blog2016 (1) TMI 760X X X X Extracts X X X X X X X X Extracts X X X X ..... ease and actually assignment happened on 24.12.2012, i.e., 9 months after the Company was ordered to be wound up. The settled position is upon passing of the order of winding up, no new rights can be completed and no incomplete rights can be completed. - the alleged assignment cannot be validated under Section 536(2) of the said Act. The application, therefore, stands dismissed. At this stage, the counsel for the applicant requested for a stay of eight weeks of this order. When I have found that the transaction itself is not bona-fide and in view of the settled legal position that a transaction not completed before the order of winding up has been passed, cannot be completed after the winding up order is passed I cannot grant any stay. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , is only an agreement to enter into Deed of Assignment. 3. The following dates and events are very necessary for deciding this application : Sr.No. Date Events 1 30.09.2009 Company Petition No.404 of 2009 was presented. This petition has been admitted. 2 6.04.2010 Company Petition No.156 of 2010 was presented. This petition has been admitted. 3 13.04.2010 The present petition No.158 of 2010 was presented. 4 26.04.2010 The petition is numbered. 5 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ator for taking possession of the said plot. 12 25.05.2012 Company wrote to official liquidator that the said plot is mortgaged to the Bank of Baroda. 13 28.05.2012 The Appeal filed by Company (in liquidation) against order dated 20.03.2012, is dismissed 14 29.05.2012 The liquidator visits the said plot to take possession 15 7.06.2012 The applicant files an application to MIDC to assign the said plot to the applicant 16 4.07.2015 Intimation from the applicant to the official liqui ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the plot of land is only ₹ 25,00,000/-. Out of the agreed sale price, the applicant has paid ₹ 12,00,000/- to the Company by RTGS and the Company had paid ₹ 37,50,000/-. If the consideration for the plot of land is ₹ 25,00,000/-, it is not clear that as to how the Company has paid ₹ 37,50,000/-. Moreover, the order of winding up and appointment of liquidator was passed on 20.03.2012. On 29.05.2012, the liquidator has visited the said plot to take possession. Despite that and when the applicant was aware that the liquidator has been appointed, still the applicant applied to MIDC on 7.06.2012 to transfer the lease of the said plot to the applicant. On 4.07.2012, the applicant writes to the official liquidator r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a petition is admitted. If the business is going to be paralyzed, then the Court in appropriate cases, for the benefit and interest of the Company, may save the transaction. It is for enabling the Company to continue as a going concern and to protect the interest of the shareholders and creditors that such a power is conferred and must be exercised. Of course, whether a transaction was in the best interest of the Company or not, is a factual aspect to be pleaded and proved by the party seeking validation. In this case, there is not even a pleading in the affidavit in support that the transaction was in the best interest of the Company. In fact, the application is not made by any ex-directors but by a person who claims to have bonafide purc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the fact that I cannot accept that it was a bona-fide transaction, as on 20.03.2012 when the Company was ordered to be wound up and the official liquidator was appointed, the parties had only entered into an agreement for assignment of lease and actually assignment happened on 24.12.2012, i.e., 9 months after the Company was ordered to be wound up. The settled position is upon passing of the order of winding up, no new rights can be completed and no incomplete rights can be completed. 8. In the circumstances, the alleged assignment cannot be validated under Section 536(2) of the said Act. The application, therefore, stands dismissed. 9. In view of the above, prayer (b) of the OLR No.7 of 2013 is also granted. The OLR stands disposed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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