T.Chatterjee, J. - (1.) This is an appeal filed against an order dated 3rd March, 2000 passed by a learned Judge of this Court in C.P.No. 422 of 1992 whereby the sale of Usha Hydraulic Equipment (In Liquidation) was confirmed and the highest offer of the respondent No. 2 M/s. Well Wroth Vanijya Pvt. Ltd. to the tune of Rs. 1.51 Crore was accepted.
(2.) The appellant is one of the promoter directors of Usha Atlas Hydraulic Equipment Ltd. (In Liquidation) (herein after referred to as the ("Company in liquidation"). By an order dated 4th April, 1991 this Court passed an order directing the Company (In Liquidation) to be wound up. The Company (In Liquidation) against the order of winding up came up in appeal in which the order of the trial Court dated 4th April, 1991 was affirmed by a Division Bench of this Court and finally the liquidator being respondent No. 1 in his appeal was directed to take steps to sell in accordance with the order dated 4th April, 1991. Subsequently, steps were taken by the Official Liquidator to sell the Company (In liquidation) pursuant to an order passed by this Court on 10th September, 1991. In the notice of sale, it was mentioned that tenders were invited in a sealed cover enclosing a Bank draft/pay order in favour of Official Liquidator, High Court, Calcutta for an amount equivalent to 25% of the offered amount as earnest money for sale of two units of the Company (In liquidation). The Unit No. 1 situated within the jurisdiction of Maheshtala Police Station, Bujbaj Tank Road, 24 Pgs (South) for sale of land comprises and area of about 2.352 acres including building structure, plants and machinery, furniture and fittings, stock and raw materials finished and semi-finished, goods etc. of the Company (in liquidation) and the Unit No. 2 situated and Dutkhali P.S. Maheshtala, Bujbaj Tank Road, Dist. 24 Pgs (South) comprising the land measuring about .833 acres together with building, plants and machinery stores, stocks, raw materials finished and semi finished goods etc. as a going concern absorbing the employees of the Company (In liquidation) and on "as is whereas basis". From this notice for sale, it appears that no reserve price was fixed for sale of the Company (In liquidation). Advertisements were given in daily newspapers for sale of assets of the Company (In liquidation) five times. Finally on 13th February, 2000 the matter was placed for confirmation of sale before Ronojit Kumar Mitra, J. who adjourned the matter in order to give a further chance to the Banks being the secured creditors to bring any higher offer than that of the offer made by the highest offerer M/s Well Worth Vanijya Pvt. Ltd. Pursuant to the aforesaid direction made by Ronojit Kumar Mitra, J. the official liquidator gave notice to the secured creditors to bring higher offer than that of M/s Well Worth Vanijya Pvt. Ltd. It is true as appears from the impugned order, that no higher offerer could be brought by the secured creditors. Finally by the impugned judgment the offer of M/s Well Worth Vanijya Pvt. Ltd. being respondent No. 2 in this appal to the tune of Rs. 1.51 Crores was accepted as the highest bidder and the sale was confirmed. However, from the impugned order, it appears that the trial Court before confirming the sale gave an opportunity to some of the intending purchasers viz. (i) Upkar Vijiyog Pvt. Ltd. (ii) Maruti Real Estate Pvt. Ltd. to purchase the Company (In liquidation) by offering a higher offer than of M/s Well Worth Company Pvt. Ltd. from the order under appeal, it also appears that the Maruti Real Estate Pvt. Ltd. gave an offer to the tune of Rs. 1.25 Crores and Upkar Viniyog Pvt. Ltd. had given an offer to the tune of Rs. 1.31 crores. It also appears from the record that the present highest offerer M/s Well Worth Vanijya Pvt. Ltd. initially offered Rs. 1.30 crores which was the highest at that point of time but on the date the sale was confirmed by the learned trial Judge, M/s Well Worth Vanijya Pvt. Ltd. however, gave an offer to the tune of Rs. 1.51 crores which was more than 20 lacs from its initial offer. The learned trial Judge after finding that there was no other offerer who could pay more than 1.51 crores confirmed the sale in favour of M/s Well Worth Vanijya Pvt. Ltd. Against this order, confirming the sale of the Company (In liquidation) in favour of M/s Well Worth Vanijya Pvt. Ltd.
(3.) M/s Maruti Real Estate Pvt. Ltd., who was one of the intending purchasers filed an appeal and the present appeal has been filed by one of the Directors of the Company (In liquidation) which were taken up for hearing by us. It also appears that against the self same order, the other offerer Upkar Viniyog Pvt. Ltd had also filed an appeal. In the appeal filed by Upkar Viniyog Pvt. Ltd. and by Maruti Real Estate Pvt. Ltd., an application was moved before a Division Bench of this Court for certain directions on which a Division Bench consisting of Shyamal Kr. Sen and D.P. Kundu, JJ. appointed Mr. Srinivashan and another learned advocate of this Court to prepare an inventory of the assets of the Company (In liquidation) and file the same in Court on or before 17th April, 2000. Be it recorded at this stage that before the Division Bench comprising Shyamal Kr. Sen and D.P. Kundu, JJ. M/s Well Worth Vanijya Pvt. Ltd., the respondent No. 2 submitted through their learned advocate that they were no longer interested to remain in possession of the Company (In liquidation) and run the Company (In liquidation) as a going concern in view of the pending litigations. Before we proceed further, we may state at this stage that the Official Liquidator had prepared an inventory of the assets of the Company (In liquidation) lying at its factory premises and filed the said report in Court on 10th February, 1997 with a valuer report. Be it mentioned herein above, by the impugned order, the Official Liquidator was directed to hand over possession of the Company (In liquidation) to the highest offerer M/s Well Worth Vanijya Pvt. Ltd. including all its assets forthwith. On the date the sale was confirmed, M/s Well Worth Vanijya Pvt. Ltd. deposited the amount fixed by the trial Court with the Official Liquidator and in turn the Official Liquidator handed over possession of the Company (In liquidation) to M/s Well Worth Vanijya Pvt. Ltd.;