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2016 (1) TMI 760 - BOMBAY HIGH COURT

2016 (1) TMI 760 - BOMBAY HIGH COURT - TMI - Petition praying the official liquidator be restrained from taking possession of the said plot - bona-fide purchaser of plot - it was stated that the applicant has paid consideration and purchased the lease rights (not purchased the plot of land) as a bona-fide purchaser without notice. - Held that:- In this case, in addition to 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 .....

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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. Hence, stay is rejected. - Company Application No.132 of 2013, Company Petition No. 158 of 2010, OLR No. 7 of 2013 - Dated:- 21-12 .....

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trained from taking possession of the said plot. 2. On 29.05.2012, the representatives of the official liquidator went to take possession of the said plot, the applicant stated that he purchased the said plot and he and his son are carrying on business in the said plot. According to the applicant, he and his son were carrying on business in the same MIDC area and in view of his expanding nature of business, he negotiated with the director of the Company (in liquidation) to purchase the said plot .....

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vents 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 22.03.2011 NOC was granted by Bank of Baroda for assignment of lease rights in mortgaged property, i.e., the said plot. 6 30.03.2011 According to the counsel for the applicant, it is the date of the Deman .....

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y [in liqin]) has paid ₹ 37,50,000/- to the Bank of Baroda. 7 30.04.2011 Agreement for Deed of Assignment of lease executed between the Company (in liqn.) and the applicant. 8 30.07.2011 Board Resolution of the Company to sell the plot of land 9 14.09.2011 Application for transfer of lease submitted by the applicant. 10 20.03.2012 Company ordered to be wound up and the official liquidator appointed. 11 18.05.2012 Notice issued by the official liquidator for taking possession of the said pl .....

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e affidavit in support of this applicant affirmed. 18 5.10.2012 The present application lodged. 19 6.11.2012 MIDC's permission for transfer comes through. 20 24.12.2012 Deed of Assignment signed. 21 24.12.2012 The transfer takes place. 4. The counsel for the applicant stated that the applicant has paid consideration and purchased the lease rights (not purchased the plot of land) as a bona-fide purchaser without notice. The Bank of Baroda who gave a NOC in its affidavit in reply dated 30.04.2 .....

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00/, with the Bank but if one considers the agreement of Deed of Assignment annexed to the petition, dated 30.04.2011, the consideration mentioned therein for 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 .....

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nths after the Company was ordered to be wound up and the liquidator was appointed, and enters into a Deed of Assignment with the Company (in liquidation). The Deed of Assignment is a void document inasmuch as when an order to wind up the Company has been passed and liquidator has been appointed, in effect, the Company is a dead Company. It is akin to entering into an agreement with a dead person. The applicant could not have entered into this Deed of Assignment with a Company (in Liquidation). .....

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ct'), the Court has discretion to protect in the case of bona-fide sale. For an applicant, in case he wants a transfer to be validated under Section 532(2) of the said Act, the applicant must not only plead and prove that the transfer is bona-fide but also that the transfer was in the interest of the Company. 5. The assets of a Company cannot be disposed of at the mere pleasure of the Company once a petition is admitted. If the business is going to be paralyzed, then the Court in appropriate .....

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saction 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 purchased the said plot without notice. I have anyway stated above that I doubt his bona-fide. I find support for my view above in the judgment of a Single Judge of this Court (S.J.Kathawalla, J.), in the matter of Board of Industrial and Financial Reconstruction Vs. M/s. Hindustan Transmission Products Ltd. (in Liquidation) Unreported Judgement pr .....

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