V.S.Sirpurkar, CJ. - (1.) This is application for seeking review of the order dated 23rd September, 2004 passed by the Division Bench of this Court (A. N. Ray, Acting Chief Justice and A. K. Mitra, J.) in ACO No. 118 of 2003. By that order, the Division Bench had dismissed the appeal filed by the petitioner herein Joginder Pal Kapoor and had also confirmed an order confirming a sale in favour of M/s. Basu Tea Company, the respondent No. 5 herein, for Rs. 3.1 crores. In that, the learned Judges had held that this was the best offer made for the company which was running a tea garden. The Court also expressed its satisfaction about the legality of the sale as also the procedural aspect thereof. In short, the sale was held to be fair, open and for adequate amount.
(2.) The review application was filed on 14/10/2004. The petitioner herein was the Managing Director of the Company which went on liquidation on account of the outstanding due worth Rs. 2,74,925.00 on 24/9/2002. The petition was admitted on 12th August, 2002 and ultimately, a final order of winding up was passed on 24th September, 2002.
(3.) The case of petitioner is that he came to know about the winding up order only in the month of December, 2002 whereupon he filed an application for stay of the order passed which application was also dismissed on 16th December, 2002 by the learned Company Judge. The Official Liquidator took the possession of the assets of the Company and the assets were ordered to be evaluated by the learned Company Judge. The Punjab National Bank, respondent No. 3 herein, was the secured creditor. It enforced the sale of the assets of the company and by order dated 13th June, 2003, the learned Company Judge granted leave to the secured creditor, the Punjab National Bank, to obtain buyers for the tea estate on "as is where is" basis. The assets valued at Rs. 2,92,19,000.00. Ultimately, the said tea estate was sold on 31.10.2003 for Rs. 3.1 crores. Before that, the petitioner had filed an application under section 466 of the Companies Act being C. A. No. 380 of 2003 wherein he had prayed for stay: of the further proceedings in Company Petition No. 24 of 2002 as also the orders dated 28th March, 2003 and 13th June, 2003. Prayer for stay of sale of company in liquidation was also sought for and the consequential injunction was also prayed for. This application came to be rejected on 31st October, 2003. In the meantime, the sale of the company had already taken place. The learned Judge also confirmed the sale of the assets of the company in favour of Basu Tea Estate Pvt. Ltd., the respondent No. 5 herein. By that order, the purchaser was directed to pay the sum of Rs. 31,00,000/- by a banker's cheque to the Official Liquidator by November 01, 2003. The Official Liquidator was also directed to encash the pay orders immediately. The balance sum was ordered to be paid within three months from the date and on payment of the balance consideration, the Official Liquidator would make arrangement for execution of the necessary documents and papers. In default of the payment, the Official Liquidator was entitled to forfeit the earnest money.;