2000 (4) TMI 765 - SC - Indian Laws

Auction sale of the property of Company under liquidation - Held that - As from the facts narrated it is apparent that the attention of learned Company Judge was not focussed to the fact that since 1980 company was closed and that there was no question of selling the company s assets as a going concern. Thus in the present case there is total non-application of mind to the material which is required to be considered for auction sale of the assets of the company. Also if the sale is set aside in appeal it cannot be stated that purchaser is entitled to have refund of the amount with interest. Official Liquidator is directed to recover the possession of the property sold as per the inventory and thereafter to refund the amount deposited by the respondent No. 2 - auction purchaser. It would be open to respondent No. 2 to file proper application for recovering any other expenditure incurred by it after purchase of the said property if it is entitled to recover the same.The Official Liquidator is directed to resell the property after obtaining fresh valuation report from other reliable expert and after giving a copy of the said valuation report to secured creditors

Issues Involved:
1. Confirmation of auction sale of a company's property.
2. Adequacy of the auction sale price.
3. Non-disclosure of the valuation report to secured creditors.
4. Procedural irregularities in the auction process.
5. Impact on employees due to the sale of the company.
6. Rights of the auction purchaser if the sale is set aside.

Issue-wise Detailed Analysis:

1. Confirmation of Auction Sale of a Company's Property:
The appeal was filed against the Calcutta High Court's decision to confirm the auction sale of Messrs. Kolay Biscuits Company (P.) Ltd., which was under liquidation. The Supreme Court scrutinized the procedural aspects and the judicial discretion exercised by the Company Judge in confirming the sale.

2. Adequacy of the Auction Sale Price:
The appellant contended that the sale price was inadequate, arguing that the property was sold at a throwaway price without proper verification of its market value. The Supreme Court emphasized that it is the duty of the Court to ensure that properties are sold at a reasonable price and that the valuation report must be considered to verify the market value. The Court noted that the valuation report indicated the land value at Rs. 2 lakhs per katta, but the final valuation was significantly lower, which suggested an unreliable valuation process.

3. Non-disclosure of the Valuation Report to Secured Creditors:
The Supreme Court found that the valuation report was not disclosed to the secured creditors, which is a procedural irregularity. The Court held that it is mandatory for the valuation report to be shared with secured creditors and other interested parties to ensure transparency and fairness in the auction process.

4. Procedural Irregularities in the Auction Process:
The Court identified several procedural irregularities, including the failure to provide the valuation report to secured creditors and the lack of a reserve price in the sale notice. The Court criticized the Company Judge for relying on unverified oral statements regarding the impact on workers and for not applying judicial discretion appropriately.

5. Impact on Employees Due to the Sale of the Company:
The Court observed that the Company Judge and the Division Bench were influenced by the purported impact on 1200 workers, which was not substantiated by evidence. The Court noted that the company had been closed since 1980, and there was no material to support the claim that the sale as a going concern would benefit the workers.

6. Rights of the Auction Purchaser if the Sale is Set Aside:
The Court addressed the rights of the auction purchaser, Indrani Soft Drinks, noting that the purchaser had paid the full amount and taken possession of the property. The Court held that if the sale is set aside, the purchaser is entitled to a refund of the amount deposited but not necessarily with interest. The purchaser may apply for recovery of any additional expenditure incurred.

Conclusion:
The Supreme Court allowed the appeal, quashing the impugned order of the Company Judge and the Division Bench. The Court directed the Official Liquidator to recover the possession of the property and refund the amount to the auction purchaser. The property was to be re-auctioned after obtaining a fresh valuation report and ensuring proper procedural compliance, including disclosure of the valuation report to secured creditors and setting a reserve price. The appeal was disposed of with no costs.

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