2013 (3) TMI 864 - HC - Companies Law

Summary

Issues Involved:
1. Winding up of the company and possession of assets by the Official Liquidator.
2. Leasehold and freehold land disputes.
3. Scheme of compromise for revival of the company u/s 391 of the Companies Act.
4. Valuation of freehold land and subsequent actions.
5. Objections and claims regarding the land.
6. Review and reconsideration of the proposed scheme.
7. Public auction of freehold land.

Summary:

1. Winding up of the company and possession of assets by the Official Liquidator:
The company, M/s. Omex Investors Limited, was ordered to be wound up on 26.10.1989, and the Official Liquidator took possession of its assets, including movable and immovable properties.

2. Leasehold and freehold land disputes:
Out of the immovable properties, 26332 square meters were leasehold lands, and the lessors' application for recovery of possession was rejected. The freehold land admeasuring 36250 square meters from plot No.32 included land claimed by U.L.C. Authority and land available with the company.

3. Scheme of compromise for revival of the company u/s 391 of the Companies Act:
The Official Liquidator filed a report regarding the company's assets, and two applications proposed a scheme of compromise for revival u/s 391 of the Companies Act. The learned company Judge found the proposed scheme undesirable and rejected it, directing the Official Liquidator to identify and sell the lands.

4. Valuation of freehold land and subsequent actions:
The order dated 21.09.2010 was challenged, and the Hon'ble Division Bench directed reconsideration based on a sealed valuation report. Fresh valuation reports were called for due to the passage of time and escalation of real estate prices. The reports were submitted in sealed covers, and the valuation of the freehold land was found to be below Rs. 125 Crores.

5. Objections and claims regarding the land:
No objections were received for the freehold land admeasuring 36250 square meters. The objections were for leasehold lands from the lessors. The Company Application No.331 of 2012 was filed to open the sealed cover and decide the matter afresh.

6. Review and reconsideration of the proposed scheme:
The valuation of the freehold land of the company and U.L.C. Authority was found to be beyond Rs. 125 Crores. The applicant argued for reconsideration based on the proposed Second Revised Development Plan - 2021. However, the court found no good ground for reconsideration or review of the proposed scheme, as it was not beneficial for the revival of the company.

7. Public auction of freehold land:
The court directed the Official Liquidator to auction the freehold land of the company admeasuring 13895 square meters. The upset price was fixed at Rs. 55 Crores with an earnest money deposit of 10%. Public notice of the sale was to be given in leading newspapers, and the schedule of the sale program was outlined.

Conclusion:
Company Application No.331 of 2012, Company Application No.75 of 2012, and Company Application No.475 of 2011 were rejected. The Official Liquidator was directed to proceed with the auction of the freehold land. The matter was listed for further action on 3rd May 2013.