2003 (4) TMI 462 - HC - Companies Law

Summary

Issues Involved:

1. Repossession of equipment/machinery under hire purchase agreements.
2. Validity of hire purchase agreements versus lease agreements.
3. Impact of winding-up order on subsequent civil court decree.
4. Sufficiency of stamp duty on the hire purchase agreements.
5. Jurisdiction of the Civil Court in passing the decree.

Detailed Analysis:

1. Repossession of Equipment/Machinery:
The applicant sought the court's direction for the Official Liquidator to hand over the possession of equipment/machinery described in para 7 of the application, as per clause 9.2-1 of the Hire Purchase Agreements dated 21-7-1993 and 5-11-1996. The applicant also requested permission to repossess the equipment/machinery leased to the opponent-company and to recover costs incurred for repossession.

2. Validity of Hire Purchase Agreements versus Lease Agreements:
The applicant argued that the agreements were hire purchase agreements, under which the ownership of the machinery remained with the applicant until all payments were made. The opponent, represented by Mr. Buch, contended that the agreements were lease agreements and thus required proper stamp duty under the Bombay Stamp Act, 1958. The court, after examining the agreements and relevant clauses, concluded that the agreements were indeed hire purchase agreements, not lease agreements. The court referenced clauses 6.6, 8.2, and 9.2-1, which clearly indicated that the ownership of the machinery did not transfer to the opponent-company until all payments were made.

3. Impact of Winding-Up Order on Subsequent Civil Court Decree:
The opponent argued that the decree passed by the Civil Court in Special Civil Suit No. 299 of 1999 was of no avail because it was passed after the winding-up order dated 24-4-2001. The court held that the applicant was not required to base its claim on the decree and that the decree could be considered additional support for the applicant's claim. The Civil Court had also concluded that the document was a hire purchase agreement, further supporting the applicant's position.

4. Sufficiency of Stamp Duty on the Hire Purchase Agreements:
The opponent contended that the agreements were not executed on proper stamp duty, as required for lease agreements under Entry No. 30 of Schedule I of the Bombay Stamp Act, 1958. The applicant argued that the agreements fell under Entry No. 5 of Schedule I, which pertains to agreements or memorandums of agreements, and thus required a stamp fee of Rs. 20. The court agreed with the applicant, stating that the agreements were not lease agreements and thus fell under the residuary clause (h) of Entry No. 5, requiring a stamp fee of Rs. 20.

5. Jurisdiction of the Civil Court in Passing the Decree:
The opponent questioned the jurisdiction of the Mahesana Civil Court in passing the decree. The court held that this contention did not warrant detailed consideration since the applicant's rights were based on the hire purchase agreements, which were executed on the required stamp fee. The court emphasized that the applicant did not rely on the decree for its claim, rendering the jurisdiction issue insignificant.

Conclusion:
The court allowed the application and directed the Official Liquidator of M/s. Aryan Finefab Limited to hand over the possession of all equipment/machinery described in para 7 of the application to the applicant-company. The court found no merit in the opponent's arguments regarding the nature of the agreements, the sufficiency of stamp duty, or the jurisdiction of the Civil Court.