2019 (8) TMI 1462 - Tri - Companies Law

Undervaluation of assets - Plant and Machinery and Germ Plasm/Parent Seeds of R1 Company i.e. M/s Super Agri Seeds (p) Ltd by its Liquidator/R2 - Whether the Value of Factory Land and building was maximized by the e-auction conducted by R2 wherein R5 stood as the successful purchaser? - HELD THAT - The value of Factory Land and building was quoted to be inclusive of the Plant and Machinery lying therein. However it is the contention of the Liquidator that the Liquidator had sold the assets for an amount of 18.65 crores as against the liquidation value of 12.83 crores given by the valuers appointed by the IRP and contended that the liquidator has realized almost 50% more than the liquidation value given by the valuers appointed by the IRP - Admittedly R5 in the sale held in pursuance to the actions initiated by SBI under SARFAESI Act R5 offered to purchase the factory land and building for a consideration of 5.51 Crores. In the auction sale that was concluded in the favor of R5 held by R2 the subject property was purchased for a value of 6.25 Crores. Whether the Applicant is entitled to any relief as prayed for in the application with regard to Germ Plasm/Parent seed and packing materials? - HELD THAT - It is clear from the letter dated 09.01.2018 that was written by R2 to R6 that R2 has taken cognizance of the fact that the Germ Plasm and the Parent seed were in the Custody of R6. Further to that it appears that R2 has not taken any steps to secure the germ Plasm and parent seed which are valuable asset of the Company. It is also observed that though R6 has preferred a claim for the lease rental that are due from the R1 Company with R2 (while he was RP during CIRP). R6 has acted in a most reckless manner by throwing away the valuable asset of R1 Company in the dump-yard GHMC. R6 ought to have handed over the Germ Plasm and Parent seeds of CD to the RP/Liquidator so that the same could be sold and its value realized and eventually the claim of R6 is settled through resolution plan/liquidation. Subsequent to issue of his letter dated 09.01.2018 to R6 R2 has also remained silent and negligent with regard to Germ Plasm/Parent Seeds thereby losing the value of Germ Plasm/Parent seeds of the R1 Company. The total Liquidation value for subject Land and Building and plant and machinery as per the valuor appointed by the IRP is 656 Lakhs whereas the amount realized is 625 Lakhs. The difference in valuation of the subject assets as valued by the Valuer appointed by the IRP and the amount realized by the Liquidator is 31 lakhs. It is pertinent to note here that the auction purchaser i.e. R5 has filed a Memo undertaking that he is willing to pay the difference amount between the valuation and the amount realized on e-auction sale - Further the R6 has caused loss to the Value of Assets of the Corporate Debtor by not protecting/handing over the Germ Plasm/parent seeds to R2 and dumping them. R5 is directed to pay the difference amount of 31 lakhs to the Liquidation Account of the Corporate Debtor - R6 is hereby directed to make good the loss caused to the Corporate Debtor by dumping Germ Plasm/Parent seed by paying the value of the same which is to be estimated by a competent valuor to be appointed by the R2/Liquidator. However from the liquidation value so arrived amounts due to R6 by way of lease rentals from R1 shall be paid by R2. Application disposed off.

Summary

Issues Involved:
1. Allegations of undervaluation of assets by the Liquidator.
2. Dispute over Germ Plasm/Parent seed and packing materials valuation.

Analysis:
1. The Applicant, a Shareholder/Promoter and Ex-Director of the Company, alleged undervaluation of Plant and Machinery and Germ Plasm/Parent Seeds by the Liquidator. The Applicant sought various reliefs, including valuing all assets before sale and determining the whereabouts of certain assets. The Liquidator denied the allegations, stating assets were valued by registered valuers and an e-auction was conducted transparently, realizing 50% more than the liquidation value. The Erstwhile IRP and Auction purchaser also filed counters supporting the transparency of the sale process.

2. The Liquidator's valuation reports for Plant and Machinery and Land and buildings showed discrepancies in values provided by different valuers. The Liquidator contended that the assets were sold for an amount higher than the liquidation value. Regarding Germ Plasm/Parent seeds, it was revealed that these valuable assets were in the custody of a third party, R6, who disposed of them recklessly. The Liquidator failed to secure these assets, leading to their loss. The Adjudicating Authority emphasized the Code's objective of maximizing asset value for all stakeholders and resolving insolvency efficiently.

3. The Adjudicating Authority noted the difference between the valuation of assets by the IRP's valuers and the amount realized from the sale. The Auction purchaser agreed to pay the difference amount, ensuring the maximization of asset value. Additionally, R6 was directed to compensate for the loss caused by mishandling the Germ Plasm/Parent seeds. The Authority emphasized the importance of protecting valuable assets and ensuring fair compensation to all parties involved. The judgment concluded by issuing specific directions to address the discrepancies and maximize the value of the Corporate Debtor's assets.