2012 (6) TMI 532 - HC - Companies Law

Application filed by the Official Liquidator - declare the sale made by the first respondent as null and void Held that - As the sale has been made as permitted by the Debt Recoveries Tribunal and a transparent procedure has been followed whereby the Official Liquidator had also been notified and as such the issue of declaring the sale as null and void does not arise - challenge to the sale cannot be maintained at this stage, since the Official Liquidator had been involved in the process by issue of notice and the purchaser has not been made a party to the instant proceedings - as the sale is stated to have been conducted on 28.07.2004 and nearly 8 years have elapsed as on today against official liquidator. Direct the secured creditors to transfer their respective sale proceeds to the Official Liquidator along with accrued interest Held that - When the total value of the assets realised is known to the Official Liquidator and the manner of appropriation by the secured creditors is also known, the question of the secured creditors redepositing the amount would arise only if the Official Liquidator entertains the claims in respect of the Company - in-liquidation and in that regard, if it is found that the amounts are due and payable to any other secured creditor or to the workmen of the Company-in-liquidation - in order to enable the Official Liquidator to adjudicate the claims secured creditors herein shall also file their claims - amount is due to workmen, the secured creditor would be bound in law to deposit such portion of the amount with the Official Liquidator.

Summary

Issues:
1. Validity of sale made by first respondent
2. Appropriation of sale proceeds by secured creditors
3. Role of Official Liquidator in sale process
4. Claim adjudication process for workmen and other secured creditors

Analysis:

The High Court judgment dealt with an application filed by the Official Liquidator challenging the sale made by the first respondent and seeking direction for the transfer of sale proceeds. The first respondent justified the sale based on permission granted by the Debt Recoveries Tribunal and involvement of the Official Liquidator in the process. The Court noted that the Company-in-liquidation was ordered to be wound up, and the sale of its property by the secured creditors was contested by the Official Liquidator, arguing that the sale was improper without the Court's leave. The Court emphasized the need for a transparent procedure involving the Official Liquidator in such sales.

Regarding the validity of the sale, the Court held that since the Official Liquidator was notified and did not object at the time of sale, challenging the sale at a later stage was not feasible. The Court also considered the time elapsed since the sale and the impact on the purchaser, concluding that setting aside the sale was not warranted. However, the Court addressed the appropriation of sale proceeds, emphasizing that the Official Liquidator needed to adjudicate claims of workmen and other secured creditors to determine the proportion of proceeds payable to them. The Court directed the secured creditors to file claims for adjudication and deposit amounts accordingly.

The judgment highlighted the legal obligation of secured creditors to deposit portions of sale proceeds with the Official Liquidator if amounts were due to workmen. Failure to comply could lead to further legal action. The Court clarified that respondent No. 10, who had no claim or appropriation, was not bound by the observations in the application. Ultimately, the Court disposed of the application, emphasizing the need for proper adjudication of claims and proportional distribution of sale proceeds to eligible parties as per the law.