The said judgment is challenged in this appeal by special leave.
Consequently, the learned companypany Judge held that the sale was void under section 531 A of the Companies Act, 1956 Act for short .
It also sought permission to pay the balance money due to the secured creditor and receive the title deeds from the bank.
two crores to the Official Liquidator representing the first respondent by way of settlement to validate the sale.
The appellant therefore made an application to the High Court and sought companyfirmation and validation of the sale in its favour.
The first respondent Company Company for short , was the owner of an odd shaped triangular plot of land bearing No.23, G.N. Chetty Road, T. Nagar, Chennai measuring 9315 sq.
In the meanwhile in July, 1999, Company Petitions No.233 to 238 of 1999 were filed against the first respondent in the Madras High Court for winding up.
The appeal filed by the appellant was dismissed by a Division Bench of the High Court on 7.10.2005.
The learned companypany Judge by order dated 30.4.2002 dismissed the appellants application.
On 9.9.1999, the appellant paid Rs.10 lakhs towards the Banks dues.
In view of the pendency of the liquidation proceedings, the Bank refused to accept the balance amount and discharge the mortgage.
The appellant offered the balance amount due to the Bank by a demand draft under companyer of its letter dated 17.9.1999 with a request to the Bank to accept the same and discharge the mortgage.
The official Liquidator also made further enquiries and assessed the current market value was Rs.10.67 crores.
This Court issued numberice on the special leave petition on 27.3.2006.
During the pendency of the matter before this Court, there were a series of meetings among the creditor Bank which by then was succeeded by ICICI Bank, the second respondent herein , the official liquidator, and the appellant to arrive at a mutually acceptable solution.
After companysidering the responses, on 22.4.1999, the Board of Directors of first respondent passed a resolution to sell the said property to the appellant for a companysideration of Rs.1.65 crores and entered into an agreement of sale with appellant on the same day.
The learned companypany Judge held that the transfer of the said property was made during the pendency of the petition for winding up that there was numbermaterial to show that the entire sale proceeds had been used to discharge the liabilities of the first respondent companypany that the payment of a deficit stamp duty of Rs.23,60,956/ in regard to the sale deed by the appellant without demur, demonstrated that the property was undervalued in the sale deed and that the transaction was number bona fide.
By order dated 7.9.1999, the High Court appointed the Official Liquidator as the Provisional Liquidator, to take over the assets of the companypany into custody.
In pursuance of it, the first respondent, under a Sale Deed dated 13.8.l999, sold the said property to the appellant herein for a companysideration of Rs.1.65 crores.
Leave granted.
The sale deed recited that out of the sale price, Rs.95,80,275/ was paid to the vendor first respondent and as the property was subject to a mortgage in favour of Bank of Madura Ltd, Rs.69,19,725/ was retained for payment to the said Bank towards full and final settlement of the dues of the vendor.
Heard the companynsel.
On 20.1.2010, the appellant arrived at an understanding with the secured creditor second respondent Bank under which the Bank agreed to receive Rs.2.5 crores from the appellant in full and final settlement of its dues against the total outstanding of Rs.3.8 crores as on 31.12.2009 provided the entire amount was paid on or before 31.3.2010.
The first respondent decided to sell the said property to pay its depositors and the secured creditor.
It took out advertisements on 22.11.1998 and 21.3.1999 for sale of the property.
The first respondent had mortgaged the said property in favour of Bank of Madura Ltd. in the year 1998 for a loan of Rs.60 lakhs.
