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TMI Blog2010 (3) TMI 669X X X X Extracts X X X X X X X X Extracts X X X X ..... pondent, in all Rs. 6 crores. Having regard to the fact that the issue is being examined with reference to an application under section 531A of the Act, and the facts and circumstances, payments as aforesaid would result in a permanent solution doing complete justice among the parties. Allow this appeal in part and set aside the impugned judgment of the Division Bench of the High Court. The application by appellant for approval and validation of the sale deed dated 13-8-1999, in its favour is allowed subject to that appellant shall pay Rs. 2.5 crores to second respondent (ICICI Bank) on or before 30-3-2010, in full and final settlement of the mortgage loan of first respondent. The appellant shall pay Rs. 3.5 crores to the official liquid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or sale of the property. After considering the responses, on 22-4-1999, the board of directors of the first respondent passed a resolution to sell the said property to the appellant for a consideration of Rs. 1.65 crores and entered into an agreement of sale with the appellant on the same day. In pursuance of it, the first respondent, under a sale deed dated 13-8-1999, sold the said property to the appellant herein for a consideration of Rs. 1.65 crores. The sale deed recited that out of the sale price, Rs. 95,80,275 was paid to the vendor (the first respondent); and as the property was subject to a mortgage in favour of Bank of Madura Ltd., Rs. 69,19,725 was retained for payment to the said bank towards full and final settlement of the due ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... undervalued in the sale deed; and that the transaction was not bona fide . Consequently, the learned company judge held that the sale was void under section 531A of the Companies Act, 1956 ("the Act" for short). The appeal filed by the appellant was dismissed by a Division Bench of the High Court on 7-10-2005, See Archean Granites (P.) Ltd. v. R.P.S. Benefit Fund Ltd. [2007] 139 Comp. Cas. 191 1 (Mad.). The said judgment is challenged in this appeal by special leave. 5. The appellant contended, inter alia , that it was a bona fide purchaser for value; that the price paid by it was the prevailing true market value having regard to the peculiar shape and size; that when the property had earlier been put up for sale with a minimu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n could be found. The official liquidator had ascertained from the Sub-Registrar ( vide Sub-Registrar s letter dated 14-9-2009) that the guideline value for properties situated at G.N. Chetty Road was Rs. 7,632 per sq.ft. As per the said guideline value, market value worked out to be Rs. 7.11 crores. The official liquidator also made further enquiries and assessed the current market value was Rs. 10.67 crores. Learned counsel for the official liquidator submitted that the property could be sold by public auction to secure even a better price for the property. On the other hand, the appellant submitted the relevant date for ascertainment of market value was 13-8-1999. The appellant pointed out that if the present value of amounts invested/i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in a permanent solution doing complete justice among the parties. 9. In view of the above, we allow this appeal in part and set aside the impugned judgment dated 7-10-2005 of the Division Bench of the High Court 1 , confirming the order dated 30-4-2002, of the learned company judge. The application by appellant for approval and validation of the sale deed dated 13-8-1999, in its favour is allowed subject to the following : ( a )The appellant shall pay Rs. 2.5 crores (rupees two and half crores) to second respondent (ICICI Bank) on or before 30-3-2010, in full and final settlement of the mortgage loan of first respondent. ( b )The appellant shall pay Rs. 3.5 crores (rupees three and half crores) to the official liquidator representin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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