In his reply alleged Contemnor No.6 Rakesh Kr.
This Order and subsequent proceedings taken up in Gauhati High Court led to the filing of Special Leave Petitions giving rise to aforementioned Civil Appeal Nos.10221 of 2014 and 10223 of 2014 and other companynected matters in which this Court passed the Order of 08.05.2014.
As the answering respondent had resigned from the Directorship of the companypany he was unaware of any orders being passed in the meantime and was also number served by a companyy of the said order.
The deed was presented for registration by the buyer on 16.04.2013 but as the stamp duty as assessed by the revenue authorities was on the higher side, the registration of the deed did number take place.
I.G. of Registration and all of them given full and companyplete knowledge of the orders dated 08.05.2014 passed by this Honble Court but all of them and in particular Contemnor Nos.9, 11, 12 and 13 showed scant regard to the same and did number take any steps to restrain the sale and transfer and registration of the Katihar capital asset of the Contemnor No.1 Company.
Alleged Contemnor No.8, D.P. Bhattar another Director of the Company submitted on same lines.
The Bench fixed the next date of hearing on 26 4 2013 at 11.30 a.m. for companysidering the submission of the Company that its net worth has turned positive as on 31 12 2012 and also hear MA No.162/BC of 2012 on the said date.
In the proceedings dated 26.08.2009, the BIFR had companystituted Assets Sale Committee ASC for short in respect of properties of the Company including Katihar property.
As a companysiderable time of more than one year had elapsed, the buyer had companytacted the answering respondent to get a fresh deed executed and to get the same registered.
It is alleged in the present companytempt petitions that in violation of the Order of 08.05.2014, which was passed during the pendency of the aforesaid Appeals, the assets owned by the Company, namely, J.K. Jute Mills Company Ltd. hereinafter referred to as the Company at Saifganj, Katihar, Bihar spread across 1.6 acres of land Katihar property, for short were sold vide Conveyance Deed dated 02.07.2014 and companysequently the persons arrayed as companytemnors interfered with due administration of justice.
The proceedings of the BIFR dated 07.02.2013 show that in companypliance of the earlier directions, the Operating Agency was in the process of finalizing a Draft Rehabilitation Scheme DRS for short and in furtherance of the directions of sale of certain assets, numberices were already sent to the Company, secured creditors and State of Bihar to numberinate their representatives in ASC.
It was submitted that said Dinesh Sarda was a Chartered Accountant who used to work for alleged Contemnor Nos.2 and Relying on certain documents filed in said writ petition, it was submitted that alleged Contemnor Nos.2 and 3 were exercising companytrol and management over the transferee companypany and that the transaction in question registered on 02.07.2014 was a device employed by them.
The companynsel for the Petitioner by his letter dated 10.06.2014 was sent to Contemnor No.11 with a companyy endorsed to Contemnor Nos.9,12,13 and to Registrar of Assurance, Katihar and to the Chief Minister and a letter dated 13.06.2014 was sent by the companynsel for the petitioner to Contemnor Nos.9,11,12 and to the Finance Minister, Chief Secretary and Asstt.
Alleged Contemnor No.13, Pankaj Kumar, Secretary Registration, Excise and Prohibition Department, Government of Bihar denied having any companynection with the violation of the Order of 08.05.2014.
In any event the entire exercise of sale was companypleted in 2013 itself when the deed was executed, payment received and possession handed over.
The Respondent had been authorized by the Board of Directors to execute the sale deed to be entered into between the companypany and M s Thapar Herbs Spices P Ltd. When he was a Director of the companypany.
The Company had filed Reference No.149 of 1994 before the Board for Industrial and Financial Reconstruction the BIFR for short under the provisions of Sick Industrial Companies Special Provisions Act, 1985 Act for short , pursuant to which, various steps for revival of the Company were being companysidered.
The replies filed by alleged Contemnor Nos.15 and 16 were to the similar effect denying knowledge about the Order of 08.05.2014.
The BIFR passed following directions 4.13.
However, it is directed that till further orders, capital assets of the Company shall number be disposed of without taking permission of this Court.
The Contemnor No.13 is Mr. Pankaj Kumar, IAS who was occupying the post of Divisional Commissioner, Purnia Division at the relevant point of time and to whom letter was sent on 10.06.2014 and duly served on 11.06.2014 informing of the orders dated 08.05.2014 passed by this Honble Court and did number take any steps or issue any directions to the Contemnor Nos.9 to 12 to restrain the sale and registration of the Katihar capital assets of the Contemnor No.1 Company.
The proceedings further show that the Operating Agency by letter dated 29.01.2013 had requested the BIFR to grant permission to proceed further for sale of assets of the Company situated in Bihar.
It was further submitted that these documents indicate the involvement of the said alleged Contemnor Nos.2 and 3 and established that they were the key companyspirators on whose instructions the transaction was entered into and registered on 02.07.2014.
It was number my intention to show myself as Director of JK Jute Mills Co. Ltd. at the time of registration as I had resigned from the Board of Directors in February, 2014.
The Contemnor No.9, Mr. Prakash Kumar, IAS is the District Magistrate and Collector of Katihar, Bihar who despite the orders dated 08.05.2014 passed by this Honble Court took numbersteps in order to restrain the sale and registration of the Katihar capital assets of the Contemnor No.1 Company.
On 28.02.2013 four advertisements were issued in prominent newspapers by the Operating Agency inviting Bids for sale of properties of the Company including Katihar property.
He submitted as under I wish to further state that I, under instructions from Mr. Aditya Sarda, had visited Katihar twice.
However, despite such letter the Sale Deed was registered on 02.07.2014 whereafter charges were framed against District Sub Registrar, Katihar and Circle Officer, Katihar for disobeying the order passed by this Court on 08.05.2014.
During the pendency of the aforesaid Civil Appeals in this Court, aforementioned Contempt Petition Nos.338 of 2014 and 375 of 2014 were filed alleging alienation of Katihar property vide Conveyance Deed dated 02.07.2014 in violation of the Order of 08.05.2014.
The Contemnor No.12, Mr. Rajender Singh is the Circle Officer, Katihar who is taking steps to mutate the Katihar capital assets of the Contemnor No.1 Company in favour of Contemnor No.14 which is transferred by the illegal registered Conveyance Deed dated 02.07.2014.
The next proceedings of the BIFR dated 18.02.2013 indicate that the Operating Agency had got the assets valued and had sent numberices to all parties to numberinate their representatives in the ASC.
Around this time, the BIFR vide its Order dated 26.02.2013 had formulated DRS for the revival of the Company.
The advertisement stated that the Bid documents companyld be obtained, inter alia, from S.K. Jha of M S J.K. Jute Mills Co. Ltd, 70 Golf Links, New Delhi 110003.
In Title Suit No.166 of 2013, Civil Court at Kamroop, Gauhati by an interim order dated 13.05.2013 restrained the defendants therein including the BIFR from proceeding with Reference No.149 of 1994.
Reliance was placed on the authority letter dated 17.06.2013 issued by the Company authorizing said alleged Contemnor No.17 to companylect certified companyies of the orders from the office of the BIFR.
The first time in May 2014 I was accompanied by Mr. Sashi Kant Jha and second time in June 2014 with Shobhanand Jha, both employees of Mr. Govind Sarda.
The proceedings of the BIFR dated 16.04.2013 disclose that the BIFR had observed that manipulation of accounts had been alleged against the Company and the BIFR would examine the same and enquire whether the Net Worth of the Company had turned positive or number.
The Reserve Price for Katihar property was Rs.354.99 Lakhs.
The BIFR observed that as per Annual Balance Sheet of the Company as on 31.03.2012 the Net worth of the Company was Rs.5.71 Crores and the accumulated losses were Rs.36.23 crores and it would like to satisfy itself about the Balance Sheet as at 31.12.2012.
Damodar Prasad Bhatter another employee of Mr. Govind Sarda and Mr. Aditya Sarda.
Contempt Petition C No.338 of 2014 was taken as the lead petition and the basic allegations about the involvement of various companytemnors as detailed in paragraphs 4 and 7 to 14 in the companytempt petition are to the following effect That the Contemnor Nos.1 to 3 in companyspiracy and companylusion with other Contemnors, the particulars of which are given hereinafter have after 08.05.2014 sold away by executing a Registered Conveyance Deed dated 02.07.2014 capital assets of the Contemnor No.1 Company being the land, factory buildings etc.
At this stage, various proceedings including those at Gauhati were instituted, as detailed in the Judgment of this Court dated 13.11.2014.
The proceedings of ASC dated 08.11.2012 of which Shri R.N. Lahoti, CEO of the Company was also a member show that the sale of Katihar property was engaging the attention of ASC.
The applicants filed their rejoinder affidavits to the replies filed by all the alleged companytemnors.
The text of the Order of 08.05.2014 was to the following effect Since it is number possible for us to take up the matter today, learned senior companynsel appearing for the parties seek leave to mention before the Vacation Bench for seeking urgent hearing of the matter.
As regards the reply of alleged Contemnor No.17 Mrityunjay Kumar Singh, it was submitted that he was authorized respresentative of the Company as well as Director in the transferee companypany.
My first visit was in the month of May, 2014 for 15 days and second time in the last week of June 2014.
Collector, District Legal Branch, Katihar who on 31.05.2014 sent the orders dated 21.03.2014 of the Collector, Katihar to the Distirict Sub Registrar, Katihar for information and necessary action.
In June 2014, on reaching Katihar I and Mr. Shobhanand Jha met by Shri.
The aforesaid Civil Appeals had challenged the judgment and order dated 06.01.2014 passed by the High Court of Gauhati in FAO No.10 of 2013, Writ Petition No.4303 of 2013 and Writ Petition No.6286 of 2013 and were disposed of by this Court vide its Judgment dated 13.11.20141.
It was also mentioned in the Directors Report dated 19.02.2013 that the Net Worth of the Company had number turned positive.
When the matter was thus being companysidered for finalization of DRS and for sale of assets of the Company, in the proceedings of the BIFR dated 04.04.2013 it was submitted on behalf of the Company that the Net Worth of the Company having turned positive, BIFR numberlonger retained jurisdiction over the Company.
By this time, the property in question had for all practical purposes already been transferred.
The meeting took numbere of the letter dated 16.04.20013 from the Company signed by Shri S.K. Jha, Director that their representative would number take part in the ASC meeting as the Net worth of the Company having turned positive, it was numbermore companyered under the Act.
Similarly in his reply, alleged Contemnor No.3 Aditya Sarda submitted that he was neither a shareholder number a director in the Company number did he have any companynection with the management of the Company.
During the pendency of these companytempt petitions, IA Nos.9 and 10 of 2016 were filed by the applicants inviting attention of the Court to proceedings in Calcutta High Court, namely, Writ Petition No.5670 W of 2016 filed by one Dinesh Sarda.
The Contemnor No.11, Mr. Sanjay Kumar Gwalia is the District Sub Registrar Sub Registry Office , Katihar, Bihar who has registered the Conveyance Deed of the Katihar capital asset of the Contemnor No.1 companypany on 02.07.2014 despite being in full and companyplete knowledge of the orders dated 08.05.2014 passed by this Honble Court.
Only, the ministerial act of actual registration by the Authority companycerned was remaining which also was being pursued by the purchaser, it is submitted that vide board resolution dated 06.02.2013 an authority had been given by the Company to the alleged Contemnor No.7 herein to sign and execute the sale deed.
After putting the signature, photographs were taken.
The Contemnor No.10 whose name companyld number be ascertained is the Dy.
Having companysidered the submissions made in the hearing, materials on record, the Bench issued the following directions The Company to submit certified companyy of its ABS as on 31 12 2012 along with all relevant papers and documents in support of its net worth within one week from today with companyy to IDBI OA and all parties companycerned along with documentary evidence ii ASC would go ahead as per its schedule and companyfirmation of sale, if any, will take place upon the approval of DRS on 20 5 2013, with the companysent of the Bench.
to one M S. Thapar Herbs Spices Pvt.
The Contemnor No.14 is M s. Thapar Herbs and Spices Pvt.
The Contemnor Nos.4 to 8, Mr. Sashi Kant Jha, Mr. Sudhir Kumar Singh, Mr. Rakesh Kumar Singhania and Mr. Sobhanand Jha alias Mr. Ravishankar Prabhakar and Mr. Damodar Prasad Bhatter are the stooges and employees of Mr. Govind Sarda and Mr. Aditya Sarda and were are the Directors and persons who with the Contemnor Nos.2 and 3 are in day to day management and companytrol of the Contemnor No.1 Company being Directors and key employees of the Contemnor No.1 Company during the relevant period when the acts of companytempt have been perpetrated and these Contemnor Nos.4 to 8 were are actively involved in companysciously defying the orders dated 08.05.2014 passed by this Honble Court.
Alleged Contemnor No.12, Rajendra Singh, the then Circle Officer in his reply submitted that he had caused mutation to be effected in pursuance of the registration of document and mutation by itself did number companyfer any title upon the transferee.
The facts leading to the filing of those appeals and companynected matters are dealt with in said Judgment dated 13.11.2014.
Subsequently, the alleged companytemnor No.7 had resigned from the directorship of the Company.
In their companymon reply, alleged Contemnor Nos.14 and 17 submitted that the transfer under the document dated 02.07.2014 was a bonafide purchase for companysideration, that the property was already in the possession of the transferee under a long term lease and that the transferee had numberknowledge about the Order of 08.05.2014 number was that order ever served upon the transferee.
Alleged Contemnor No.7 Shobhanand Jha who had executed the Deed on behalf of the Company, submitted That the Respondent herein has number violated the Order dated 8.5.2014 passed by this Honble Court.
While the matter stood thus, Auditors Report dated 15.02.2013 for the period ending 31.12.2012 stated that the Net Worth of the Company had become positive.
It is prayed that the companytemnors be punished for disobeying the Order of 08.05.2014 and at the same time the Conveyance Deed dated 02.07.2014 alienating Katihar property be declared null and void.
The opinion was thereafter given by the Government Pleader, Katihar on 01.07.2014 that the documents companyld be registered, whereafter the Sale Deed was registered on 02.07.2014.
Thereafter, I returned to Delhi and informed Mr. Aditya Sarda that the papers had been signed.
It was denied that the transferee had any companynection with alleged Contemnor Nos.2 and 3.
The alleged Contemnor No.7 was called upon by the purchaser for getting the sale deed registered.
In his reply, alleged Contemnor No.2 Govind Sarda submitted that he was number a party to the proceedings disposed of by this Court vide Judgment dated 13.11.2014.
Any inquiry into such issue regarding net worth by anyone outside the Act including civil companyrt, would be against the express intent of the Act and would lead to incongruous and undesired results.
Therefore, there was numberwillful or deliberate violation of the interim Order dated 08.05.2014 passed by this Honble Court.
Rather, the Contemnor Nos.9 to 13 showed scant regards to the orders dated 08.05.2014 passed by this Honble Court and facilitated the sale, transfer and registration of the Katihar capital asset of the Contemnor No.1 Company in companyspiracy and companylusion with Contemnor Nos.2 to 8 and Contemnor Nos.14 to 18 have become parties to the present Contempt Petition.
It was denied that he along with other companytemnors, in companyspiracy had sold away Katihar property.
Ltd. Contemnor No.14 herein through its Director Mr. Mrityunjay Kumar Singh, Contemnor No.17 herein who is also the stooge and the employee of the Contemnor Nos.2 and 3 hence the present Petition.
Uday Umesh Lalit, J. Contempt Petition Civil Nos.338 of 2014 and 375 of 2014 at the instance of Ghanshyam Sarda, appellant in Civil Appeal No.10221 of 2014 and J.K. Jute Mills Mazdoor Ekta Union, appellant in Civil Appeal No.10223 of 2014 applicants, for short seek to highlight disobedience and violation of the Order dated 08.05.2014 Order of 08.05.2014, for short passed by this Court in said Civil Appeals and other companynected matters.
On 16.04.2013 meeting of ASC was held but Shri.
Ltd., which is a companypany owned and companytrolled by the Contemnor No.2 and which has purchased the Katihar capital asset of the Contemnor No.1 Company in violation of the order dated 08.05.2014 passed by this Honble Court.
It was denied that the Company belonged to or was being managed by him or his son or that Katihar property was sold away by him in companyspiracy with other companytemnors.
Concerned parties including alleged Contemnor Nos.2 and 3 filed their responses to I.A. Nos.9 and 10 of 2016 and denied the allegations.
The buyer after certain companyrespondences with the revenue authorities was able to reduce the value of stamp duty payable on such registration.
R.N. Lahoti CEO of the Company did number attend.
The sale deed was executed on 03.04.2013 under the answering respondents signature and the sale companysideration was received by the companypany on 04.04.2013 itself.
Singhania submitted that Katihar property was transferred well before the Order of 08.05.2014.
As the answering respondent had been given the authority which was number revoked till then the answering respondent on good faith executed the fresh sale deed which was presented for registration and was finally registered on 02.07.2014.
By order dated 17.12.2008 the BIFR had directed The Company would number encumber alienate lease sale any property without specific prior approval of the Board.
In his supplementary affidavit Shobhanand Jha further submitted That on 02.07.2014 at the time of registration of the companyveyance deed I had produced the authorization being board resolution of 06.02.2013 given in my favour by the Board of J K Jute Mills Co. Ltd. That although the sale deed of 2014 mentions my designation as Director, it is a typographical error and which has been carried forward from the earlier sale deed of April 2013 and numberhing more.
