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TMI Blog2007 (12) TMI 286X X X X Extracts X X X X X X X X Extracts X X X X ..... e law on the subject, the Court is fully convinced with the submissions made on behalf of the applicant and hence, the declaration sought for in the present judge’s summons is granted. The transaction in question cannot be hit by the provisions contained in sections 531 and 531A of the Companies Act, 1956. The Official Liquidator is, therefore, directed not to take possession of the properties in question.Application allowed. - CO. APPLICATION NO. 622 OF 2006 IN CO. PETITION NO. 137 OF 1996 - - - Dated:- 12-12-2007 - K.A. PUJ, J. Anip A. Gandhi for the Applicant. Mrugesh Jani, Mitul K. Shelat, Kaushik B. Pujara and Mayur Rajguru for the Respondent. JUDGMENT 1. The applicant, namely, M/s. Hawa Controls has taken o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... notice issued by this Court on newly added party, Mr. Kaushik B. Pujara, learned advocate appeared on behalf of respondent No. 4 and affidavit is filed by respondent No. 4. 4. Mr. Anip Gandhi, learned advocate appearing for the applicant has submitted that the applicant firm is a bona fide purchaser for value without notice of the properties bearing Nos. 703, 704, 709 and 710, Marble Arch, Race Course Circle, Vadodara-390 007 from the company now in liquidation, namely, Tirupati Foundry Private Ltd., now represented by the Official Liquidator, by three registered sale deeds which were executed pursuant to an agreement of sale. He has further submitted that the representative of the Official Liquidator has visited the premises on 2-5- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was paid by cheques by the applicant which has been duly received by the company in liquidation. At all material times, the applicant was not aware of the pendency of the winding up petition or any other legal proceedings or claim in respect of the above referred properties and, therefore, so far as the applicant is concerned, it has entered into the sale transaction without any actual or constructive knowledge of the pending proceedings for winding up of the company. He has, therefore, submitted that the present applicant is a bona fide purchaser for valuable consideration without notice and that the sale transactions entered into with the applicant for the above referred properties are legal, valid, proper and are not void. 6. Mr. G ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed in the said affidavit that before selling the property in question, the annual general meeting of the members of the company had passed a resolution dated 30-9-1998, resolving to sell the said premises and authorising respondent No. 4 to find out buyers and to negotiate and fix sale price and to execute banakhat, sale deed and any other necessary documents on behalf of the company. A copy of the said resolution is attached along with the affidavit. Thereafter, resolution was passed at the meeting of the board of directors of the company in liquidation on 31-7-1999, resolving that the office premises be sold to the present applicant for the sale consideration of Rs. 11 lakhs and authorising respondent No. 4 to execute the banakhat, to rec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oking to the records available, it is difficult to come to the conclusion that the properties were transferred in a fraudulent manner or with inadequate consideration. The sale deeds are registered sale deeds. After sale of the properties, they were registered with the authorities, names were transferred in the municipal record and the society s record and all these transactions appear to be legal and valid. There is no allegation from any corner that the properties were undervalued as sale deeds have been duly registered. Even before selling the properties in question, necessary resolutions have been passed and those resolutions have come on record. 10. Before this Court, reliance was placed on the decision of the Bombay High Court in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... id judgment that unless a transaction of transfer of a company s property amounts to a fraudulent preference under the bankruptcy law or insolvency law and it is entered into within a period of six months prior to the commencement of winding up of the company, the transaction in question cannot be treated as void under section 531(1) of the Companies Act, 1956. The law does not presume the transaction to be a fraudulent preference merely because it was entered into within a period of six months prior to the commencement of winding up. If the transaction was entered into as a result of lawful pressure of a bona fide creditor to recover his dues, the transaction of transfer could not be treated as a fraudulent preference. This question does ..... X X X X Extracts X X X X X X X X Extracts X X X X
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