9911796707
TMI Blog2003 (1) TMI 549X X X X Extracts X X X X X X X X Extracts X X X X ..... a direction to vacate the order of status quo dated 9-1-2001 granted in C.A. No. 8 of 2001 in C.P. No. 617 of 2000 excluding the property at Gagan Mahal Village, Mursheerabad Taluk, Lower Tank Bund Road, Hyderabad. Comp. A. No. 1783 of 2002 is filed seeking to grant necessary permission to the 2nd respondent in the application to execute the conveyance of the property situate at Gagan Mahal Village, Mursheerabad Taluk, Lower Tank Bund Road, Hyderabad, in favour of the applicant, in terms of the agreement of sale dated 7-9-2000 for a consideration of Rs. 21.10 crores. 3. Few facts relevant for the disposal of these applications may be summarized as follows : Tamil Nadu Newsprint and Papers Limited, the 1st respondent in these company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... espondent and the 2nd respondent is due in a sum of more than Rs. 25 crores to the applicant. In spite of repeated reminders, the amount could not be realized, as the cheques issued by the 2nd respondent in favour of the applicant were dishonoured on the ground of "insufficient funds". Hence, the applicant was constrained to proceed against the 2nd respondent under section 138 of the Negotiable Instruments Act. Statutory notice dated 8-2-2000 under section 434 of the Companies Act was also issued to the 2nd respondent. In the reply dated 1-3-2000 to the statutory notice, the 2nd respondent had admitted the liability. After great persuasion, the 2nd respondent entered into an agreement, dated 7-9-2000 with the applicant in regard to the sett ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -3-2000. Subsequent to the disposal of the suit only, the agreement dated 7-9-2000 was entered into between the 2nd respondent and the applicant, wherein the 2nd respondent agreed to transfer the title of the Hyderabad property in favour of the applicant towards full and final settlement of the dues, and no objection for the conveyance was also obtained from the Income Tax Department under section 269UL(1) of the Income Tax Act on 29-12-2000. However, alleging non-compliance of the decree passed on compromise memo, the 1st respondent filed C.P. No. 617 of 2000 for an order of winding up of the 2nd respondent company. This Court by order dated 9-1-2001 in C.A. No. 8 of 2001 in C.P. No. 617 of 2000 directed the parties to maintain status quo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rned counsel appearing for the 1st respondent, on the other hand, vehemently opposed these applications both on facts and law. On facts, the learned counsel submitted that the applicant is not prevented from initiating independent appropriate proceedings against the 2nd respondent including filing of a petition for winding up of the company. There is no provision under the Companies Act for impleading a third party in the company petition and utmost this Court can permit such third party to advance the arguments in the company petition without there being any order impleading such third party. The learned counsel would further submit that though the 2nd respondent agreed for full and final settlement of the amount of debt due to the 1st res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... within six months prior to the date of presentation of the winding up petition. Such an agreement is hit by section 531 of the Companies Act, as the transaction made within six months of the presentation of the winding up petition would be invalid. 8. I have given my anxious consideration to the above submissions. The question as to whether the agreement dated 7-9-2000 entered into between the 2nd respondent and the applicant was bona fide or mala fide, and whether the 2nd respondent could be permitted to convey the property at Hyderabad in favour of the applicant on the basis of the said agreement can be gone into only in the event the applicant surpasses the legal hurdle pleaded by the 1st respondent placing reliance on section 53 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 18-12-2000. It is well-settled law that the order of winding up dates back to the date of presentation of the petition for winding up. Equally, the date of commencement of winding up viz., the date on which the petition for winding up was presented ( sic ), the agreement dated 7-9-2000 was within six months prior to the date of commencement of the winding up petition and the same is hit by section 531 of the Companies Act. Such an agreement cannot be the basis for seeking a direction to vacate the order of status quo granted by this Court and that too for the purpose of enabling the 2nd respondent to convey the property at Hyderabad in favour of applicant. This Court shall not grant a seal of approval of an action of the company agains ..... X X X X Extracts X X X X X X X X Extracts X X X X
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