2010 (5) TMI 378 - HC - Companies Law

Amount outstanding towards Notified Area tax water charges, and drainage charges for the period pe and post-winding up Held that - Considering the terms and conditions of the sale, as per the tender document, applicant-auction purchaser is liable to clear outstanding dues of the notified area towards tax, water charges and drainage charges etc., due and payable to the respondent No. 2 for post-winding up period only and any outstanding dues towards tax and water charges and drainage charges, pre-winding up period, the applicant-purchaser cannot be saddled with liability.

Summary

Issues:
1. Relief sought by the applicant regarding No Objection Certificate without paying arrears of tax.
2. Interpretation of terms and conditions of the sale in relation to outstanding dues.
3. Liability of the applicant for outstanding dues for pre-winding up and post-winding up periods.

Analysis:
1. The applicant, Elecon Engineering Co. Ltd., sought a direction for the issuance of a No Objection Certificate (NOC) without the obligation to pay arrears of tax up to the date of confirmation of the land sale. The alternative prayer focused on obtaining the NOC without paying arrears up to the date of winding up of the company in liquidation. The Court considered the alternative prayer as the primary focus, as per the applicant's request.

2. The applicant had purchased a land lot subject to certain terms and conditions, including the liability to pay statutory dues up to the date of winding up of the company. The applicant argued that they should not be liable for dues for the pre-liquidation period. Despite the terms and conditions specifying the settlement of dues as per the Companies Act, the respondent, Chief Officer of the Notified Area, insisted on full payment of taxes for issuing the NOC.

3. The Court, after hearing both parties, held that the applicant was responsible for clearing outstanding dues for the post-winding up period only. Any dues for the pre-winding up period were not to be the liability of the applicant. The Court directed the applicant to pay any outstanding dues for the post-winding up period within three weeks to receive the NOC. For pre-winding up dues, the respondent was instructed to lodge a claim with the Official Liquidator, who would consider it in accordance with the law, particularly Section 530 of the Companies Act, 1956.

In conclusion, the Court disposed of the application by outlining the payment obligations of the applicant for different periods and the process for resolving outstanding dues through the Official Liquidator as per the Companies Act, 1956.