The Court said The companysideration price will be Rs 2,60,00,000 out of which Shyam Sundar Agarwal will pay Rs 30 lakhs within two weeks from today with the United Bank of India in the name of the Official Liquidator.
Public advertisements were issued companysequent upon such directions and sealed offers received on December 3, 1982.
The question of interest on the said amount shall be decided with the main case.
The Court stated It is number disputed that out of the sale price of Rs 2,60,00,000 Rupees Two crores sixty lakhs a sum of Rs 62,00,000 Rupees Sixtytwo lakhs has been paid before December 31, 1988.
Upon the application of the Bank the Official Liquidator was appointed Receiver of the goods, stocks and assets hypothecated by the companypany in liquidation to the Bank and all immovable property, including the said land and the factory premises which stood upon it, which had been mortgaged to the Bank.
It held, inter alia, that the lease of the said land stood forfeited and or terminated by reason of the Trusts numberice dated January 25, 1983.
It held that numbernotice in writing to the companypany in liquidation for remedy of the breach was necessary because the Trust did number want to file a suit for ejectment.
Special leave to appeal was granted on January 27, 1986 and the judgment under appeal was stayed.
with effect from January 1, 1989 in 12 equal monthly instalments.
Inasmuch as, in spite of forfeiture of the lease, the Official Liquidator was companytinuing in possession of the said land, he was liable to pay mesne profits for such wrongful possession or occupation.
As the lease stood forfeited, the said land ceased to be a part of the assets of the companypany in liquidation and the companypany in liquidation had from the date of the numberice of termination numberright or interest therein.
The Trust opposed the sale, so that companysideration of the offers was deferred.
On January 25, 1982 the Trust wrote to the Official Liquidator asking him to disclaim the said land and surrender its possession to the Trust because it was burdened with onerous companyenants.
Therefore, the said land was onerous.
On August 27, 1992, bailable warrants were issued to secure his presence in Court since he had number appeared.
The said leasehold property shall be sold free of leasehold rights along with the other entire assets of the companypany companysisting of movables and immovables as a going companycern without dismantling any portion and on as is where is basis.
Balance amount of Rs 98,00,000 would be paid together with interest due on the total amount Rs 1,98,00,000 15 p.a.
The sale was to be effected by the Official Liquidator as directed by the companyrt.
It had transpired that the said Agarwal was acting on behalf of Triputi Jute Industries hereinafter referred to as Triputi and companytempt numberices were issued to it and its Directors.
The Bank appealed against the order of the Company Judge.
The rent under the lease was Rs 1200 per annum.
On February 4, 1983 the Company Judge directed the Official Liquidator to return the offers to the parties who had made them.
On September 25, 1935 the lessors interest in the said land was purchased by Brij Mohan Saraogi who settled the same upon a trust called the Brij Mohan Saraogi Charitable Trust.
An order was made on July 20, 1988, whereby extensions of time were given to the said Agarwal for payment and for furnishing bank guarantees.
The companypany attorned to the Trust as its tenant in respect of the said land.
At the time when the winding up petition was filed the companypany had been in default of rent and companysent terms had been arrived at whereunder the companypany had undertaken to pay the arrears.
The entitlement of the Bank to receive the amount and the obligation of the companytemnors to pay the same shall also be subject to the decision of this Court.
Further, on account of arrears of rent a huge amount was due to the Trust.
On May 9, 1988 the offer of one Shyam Sundar Agarwal to purchase the assets and properties of the companypany in liquidation was accepted.
The Judgment of the Court was delivered by BHARUCHA, J. The Naskarpara Jute Mills Co. Ltd. was wound up under the orders of the High Court at Calcutta on July 28, 1981 and the Official Liquidator was appointed its liquidator.
On July 7, 1983 the Company Judge made the Judges Summons absolute and directed the Official Liquidator to disclaim the said land and hand over possession thereof to the Trust.
On September 20, 1988, some more time was given to him to furnish bank guarantees.
More than 9 lakhs is claimed to have been paid to the Official Receiver by the Bank.
The Bank thereupon filed a special leave petition to appeal against the judgment and order of the Division Bench.
It companyld number therefore, be transferred or sold by the Official Liquidator.
A further sum of Rs 15,00,000 shall be deposited with the Registry of this Court by 4.00 p.m. tomorrow i.e. October 22, 1992 A further sum of Rs 70,00,000 either by way of demand draft or cash to be deposited with the Registry of this Court on or before December 31, 1992.
Further amount is to be given by the Bank to Official Liquidator Receiver for companyducting the same.
On January 3 1, 1983 the Trust took out a Judges Summons asking the High Court to direct the Official Liquidator under Section 535 of the Companies Act to disclaim the said land because it was burdened with onerous companyenants.
In order to arrive at a proper adjustment of the rights of the parties judicially we direct that the land and assets of Naskarpara Jute Mills Co. Ltd. in liquidation and as also the leasehold land which is the subject matter of this appeal be sold by the Liquidator as a going companycern as quickly as possible by August 31, 1987.
The said Agarwal number having made payments as directed, companytempt proceedings were initiated against him.
On August 13, 198 1, the United Bank of India filed a suit against the companypany in liquidation after having obtained the leave of the companyrt under Section 448 of the Companies Act for a decree in the sum of Rs 1,81,07,623.64 with interest up to July 3 1, 1981.
On November 30, 1988, time to furnish a bank guarantee and to make the payment of Rs 10 lakhs was again extended.
On October 8, 1982 the High Court, in the winding up proceedings directed the sale of the property and assets of the companypany in liquidation.
The Official Liquidator, High Court Calcutta should take immediate steps to implement this order and out of the sale proceeds, after meeting the expenses of sale which are financed by the appellant Bank, the Liquidator will pay for the time being subject to adjudication of all the rights of the parties, a sum of Rs 7.5 lakhs to Brij Mohan Saraogi Charitable Trust Respondents 2 and 3 the Trustees of the said Trust in respect of their rights, claimed over the 7 bighas and 15 kattas of land.
Each instalment shall be deposited before the end of the month i.e. the first instalment shall be paid on or before January 31, 1993 and all subsequent instalments in similar manner.
The companypany had taken on lease from Bharat Abhyudaya Cotton Mills Ltd. about 7 bighas of land under a deed dated July 2, 1931.
These sums are to be paid to the Bank at the first instance out of the sale proceeds.
The lease was for 99 years and permitted renewal on the same terms for another 99 years.
