2012 (4) TMI 167 - HC - Companies Law

Application filed by the purchaser of property seeking release of the property from the Official Liquidator- It has also been pointed out that an industrial plot of the company has been sold shortly before the filing of the present winding up petition in the year 2006 which plot was owned by the company Held that - documents obtained from Sub-Registrar office stated that the above said property sold much before the company in liquidation comes into existence. Then after the death of original buyer relinquish their rights in the above said property though Relinquishment Deed in favour their brother through two different Sale Deeds the said property is not the company s property and the Court has no jurisdiction to deal with the said property or to impose any restrictions on its transfer- application by purchaser allowed is allowed. Application filed by the workmen of the respondent company for release amount deposited with the Official Liquidator by the purchaser as well as former Directors of the company - workmen states that by virtue of a Compromise Deed, two Directors of the respondent company had agreed to pay a sum of Rs. 60 lacs to the workmen from the sale proceeds of the aforesaid property - official liquidator has pointed out that the ex-directors of the company are yet to appear and facilitate the enquiry being undertaken which would include all matters relating to the subject property Held that - as for workmen s application Court is of the view that it has no jurisdiction to enforce an alleged personal agreement between the former Directors and the workmen insofar as it pertains to personal property of the Directors - workmen are granted liberty to file appropriate proceeding - directs the Official Liquidator to release the amount of Rs. 60 lacs with accrued interest to the entity/individual who has deposited the amount.

Issues Involved:
1. Release of property K-78, Hauz Khas Enclave, New Delhi.
2. Release of Rs. 60 lacs to the workmen.
3. Authenticity of the Compromise Deed dated 19th September, 2004.
4. Ownership of the property K-78, Hauz Khas Enclave, New Delhi.
5. Jurisdiction of the Court over the property.
6. Enforcement of personal agreements between Directors and workmen.
7. Status of the property C-80, MIDC Waluj Industrial Area, Aurangabad, Maharashtra.
8. Final winding up of the respondent company.

Detailed Analysis:

1. Release of Property K-78, Hauz Khas Enclave, New Delhi:
The purchaser of the property K-78, Hauz Khas Enclave, New Delhi filed an application seeking release of the property from the Official Liquidator. The Court noted that the property was not owned by the respondent company but by the father of Mr. Ashwani Berry in his individual capacity. Consequently, the Court allowed the release of the property from the Official Liquidator's possession.

2. Release of Rs. 60 lacs to the Workmen:
The workmen of the respondent company filed an application for the release of Rs. 60 lacs deposited with the Official Liquidator by the purchaser and former Directors. The Court found that it had no jurisdiction to enforce the alleged personal agreement between the former Directors and the workmen as it pertained to personal property. However, the workmen were granted liberty to file appropriate proceedings in a competent court for enforcement of their rights.

3. Authenticity of the Compromise Deed dated 19th September, 2004:
Mr. Vikas Mahajan, representing Mr. Ashwani Berry, contended that the Compromise Deed dated 19th September, 2004 relied upon by the workmen was forged and fabricated. The Court left the rights and contentions regarding the legality and validity of the Compromise Deed open, to be decided by the appropriate forum without being influenced by the Court's observations.

4. Ownership of the Property K-78, Hauz Khas Enclave, New Delhi:
The Official Liquidator conducted a detailed inquiry and found that the property was not owned by the respondent company. The property was originally sold by DLF Housing & Construction Pvt. Ltd. to Mr. P.K. Lahari, who then sold it to Mr. S.S. Berry. After Mr. S.S. Berry's death, his heirs relinquished their rights in favor of Mr. Ashwani Berry, who subsequently sold the property. The Court concluded that the property was not the company's property.

5. Jurisdiction of the Court over the Property:
Given the findings on ownership, the Court determined it had no jurisdiction to deal with the property or impose any restrictions on its transfer. Consequently, the application for the release of the property was allowed.

6. Enforcement of Personal Agreements between Directors and Workmen:
The Court stated it had no jurisdiction to enforce an alleged personal agreement between the former Directors and the workmen regarding personal property. The workmen were advised to pursue their claims through appropriate legal proceedings.

7. Status of the Property C-80, MIDC Waluj Industrial Area, Aurangabad, Maharashtra:
The Official Liquidator filed an application for the cancellation of documents and possession of the property C-80, MIDC Waluj Industrial Area, Aurangabad, Maharashtra. The Court directed that status quo be maintained, no third-party rights be created, and no further title deeds be executed until further orders. Fresh notices were issued to respondents.

8. Final Winding Up of the Respondent Company:
The Provisional Liquidator was appointed on 21st October 2008, and despite publication of citations, no objections were received. Consequently, the Court directed the respondent company to be finally wound up and appointed the Official Liquidator as the Final Liquidator. Fresh citations were ordered to be published in specified newspapers and the Delhi Gazette.

Conclusion:
The Court concluded that the property K-78, Hauz Khas Enclave, New Delhi, was not the company's property and had no jurisdiction over it. The workmen were granted liberty to pursue their claims in a competent court. Status quo was ordered for the property C-80, MIDC Waluj Industrial Area, Aurangabad, Maharashtra. The respondent company was directed to be finally wound up, and the Official Liquidator was appointed as the Final Liquidator.

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