2000-(001)-CLJ -0055 -P&H Companies Act Judgements


2000-(001)-CLJ -0055 -P&H


(Company Application No. 184 of 1999 and 133 of 1998 in C.P. No. 207 of 1997), (Company Application No. 130 of 1999 in Execution 2-L of 1992), decided on July 20, 1999.


L. M. SURI, Senior Advocate, with DEEPAK SURI, Advocate, for the applicant.


AMIT SINGH, Advocate, for the Official Liquidator.


V. S. AGGARWAL, J. – Vide order, dated 13.2.1998, the bid of Essar Commission Ltd. (auction purchaser) was accepted. The property of the company in liquidation (M/s Accumeasure Punjab Limited) namely, Plot No. B-75, Phase VII, S. A. S. Nagar, Mohali, was ordered to be transferred in the name of the auction purchaser. The sale was also confirmed. The official liquidator was directed to hand over the possession of the property to the auction purchaser. The sale was confirmed on 13.2.1998 by this court.

2. The auction purchaser asserted that earlier, it had sent the offer to the official liquidator, vide letter, dated 20.11.1997, offering to purchase the property’ An amount of Rs. 1,60,00,000 was offered. It was mentioned that all liabilities including taxes, charges and payment to any other authority/party will be on account of the liquidator subsequently, the offer was revised and an offer of Rs. 201 lakhs was made. The auction purchaser company has been writing to the Punjab Small Industries & Export Corporation Ltd. to issue the title deed/lease deed of the plot in its name. The Punjab Small Industries & Export Corporation Ltd. issued ‘No. Objection Certificate’. It was mentioned in the No Objection Certificate that the Corporation has no objection for the transfer of the plot without prejudice to the rights/-claims of the Corporation with regard to the applicable dues, restoration fees and extension fee, etc. It was intimated that a sum of Rs. 1,19,65,511 is outstanding against the plot. The title deed had not yet been delivered. The auction purchaser company stated that Rs. 2,75,00,000 had been paid and is lying with the official liquidator. If any amount is due to the Punjab Small Industries & Export Corporation Ltd., the same is to be paid by the official liquidator from the said amount. In the interest of justice, equity and fair play, it was claimed that the Punjab Small Industries & Export Corporation Limited and the official liquidator should be directed to transfer the lot in the name of the auction purchaser company and title deed should be delivered to the said company, otherwise, the amount of Rs. 2,75,00,000 be returned to the auction purchaser company.

3. Official liquidator had filed the reply. It was pointed out that respondent No. 6, namely, Punjab Small industries & Export Corporation Limited, be ordered to issue the title deed to the auction purchaser.

4. The contest is offered by the Punjab Small Industries & Export Corporation Ltd. Reference is made to the following order passed by this court, dated 13.1.1998 :

“Without prejudice to its right and contentions, the Corporation shall issue No Objection Certificate for transfer in the name of the purchaser in view of the fact that their payments are fully secured with the fixed deposit receipts in the name of the company. The transfer, obviously, shall be in accordance with the rules and regulations and policies of the Corporation.”

5. It was pointed out that, therefore, the auction purchaser is liable to pay transfer fee. No objection had been issued without prejudice to the rights and claims of the Corporation with regard to the dues, restoration, fee, extension fee and transfer fee, etc. It has been pointed out that the Corporation is entitled to charge the transfer fee and the plot without the transfer fee cannot be transferred.

6. Learned counsel for the applicant had urged that a huge sum had been paid. But in this regard, it goes without saying that this court on 13.2.1998 had already directed that the transfer is to be made in accordance with the rules and regulations and policies of the Punjab Small Industries & Export Corporation Limited. Therefore, the applicant company is liable to pay the transfer fee which is to be as per specifications. The transfer fee therefore, cannot be avoided. At this stage, it is directed that the applicant auction purchaser must state if it is willing to pay the transfer fee, as referred to above, or not. The order as to what refund, if any, as per terms and conditions, can be allowed or not shall be passed subsequently.

7. List it on 9.9.1999.

C.A. No. 133 of 1998 in C.P. No. 207 of 1997

8. M/s Accumeasure Private Limited has been ordered to be wound up. The Punjab National Bank and the applicant Indian Overseas Bank were the secured creditors. They had substantial subsisting interest in the property of the company. In order to safeguard the property of the company, the official liquidator through the intervention of this court appointed security guards. The wages bill of the security staff was to be shared equally. Indian Overseas Bank states that it had paid Rs. 4,89,274.35 as wages from 1.5.1985 to December, 1997, and also claimed interest at the rate of 15% per annum.

9. In the reply filed, the official liquidator admitted that Rs. 4,35,169.50 had been paid by the Indian Overseas Bank towards watch & ward staff, out of which a sum of Rs. 14,312 has been reimbursed to the bank. The bank had paid Rs. 4,20,857.50 to the official liquidator for the period from 22.12.1987 to 26.2.1998. It was denied that any interest was due.

10. Since it is admitted that Rs. 4,20,857.50 has been paid, it is directed that from the sale proceeds, the said amount be paid to the Indian Overseas Bank.

11. The bank is not entitled to any interest because it is not one of those transactions which are commercial in nature that the bank can claim interest.

C.A. No. 130 of 1999 in execution 2-L of 1992

12. Similar petition as C.A. No. 133 of 1998 filed by Indian Overseas Bank has also been filed by the Punjab National Bank. It has been pointed out that, the bank had incurred expenses of Rs. 8,83,405.65. Rs. 4,43,156.50 has been paid for payment to watch & ward staff and Rs. 50,895.15 has been paid to Indian Overseas Bank for reimbursement. The official liquidator was paid a sum of Rs. 1,41,050 for advertisement for sale of the property, besides Rs. 1,65,004 for insurance of the properties of the company. Interest was also claimed.

13. In the reply filed, official liquidator admits the payment of Rs. 6,39,661.50 detailed as under :

(1) Payment towards watch and Rs. 4,43,156.50 ward expenses (2) Payment received for getting Rs. 1,41,050.00 the advertisement for sale of the properties of the company.

(3) Payment received for insurance of Rs. 55,455.00  properties of the company.

Rs. 6,39,661.50

14. For the reasons already recorded, the Punjab National Bank is entitled to receive the said amount; and it is directed that it be paid out of the sale proceeds. The said bank is not entitled to interest since it was not a commercial transaction nor is there an agreement to the contrary. Order is made accordingly.

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